SecProbe.io

CORRESP
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Voxware / CORRESP

    Morgan,
      Lewis & Bockius LLP
      502
      Carnegie Center

      Princeton,
      NJ 08540-6241

      Tel.
      609.919.6600

      Fax:
      609.919.6701

      www.morganlewis.com

      Andrew
      P. Gilbert

      Partner

      609.919.6603

      agilbert@morganlewis.com

      eFax:
      877.432.9652

October
24, 2005

VIA
EDGAR SUBMISSION

Securities
and Exchange Commission

100 F
Street, NE

Washington,
DC 20549

Attention:
Ms. Maryse Mills-Apenteng

Re    Voxware,
Inc.

Preliminary Schedule 14A

Filed on October 14, 2005

File No.
0-21403

Dear Ms.
Mills-Apenteng:

On behalf
of Voxware, Inc. (the “Company”), this letter is being submitted in response to
the comments relating to the foregoing Preliminary Proxy Statement on Schedule
14A given by the Staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) as set forth in your letter to Thomas J.
Drury, Jr., Chief Executive Officer of the Company, dated October 20, 2005 with
respect to the above-referenced filing. The Company has filed a revised
Preliminary Proxy Statement on Schedule 14A concurrently herewith.

For your
convenience, we have set forth each comment and have included each response
below the relevant comment.

Proposal
2: Authorization to Effect Reverse Split, page 25

1.    It
appears that the company is seeking shareholder approval of three separate
transactions: (a) the reverse stock split; (b) the decrease in the
number of shares of authorized common stock; and (c) the authorization of
2 million shares of undesignated preferred stock. Bundling the shareholder
approval of these amendments to your certificate of incorporation appears to be
inconsistent with Rule 14a-4(a) and 14a-4(b)(1), which require that a proxy
provide an opportunity to approve each separate matter intended to be acted
upon. Please refer to Rule 14a-4 and Section II.H of SEC Release 34-31326. These
transactions should be unbundled, separately described in the proxy statement
and identified and voted upon as separate items on the proxy card. Please be
advised that if the effectiveness of any proposal is conditioned on the adoption
of one or more other proposals, appropriate disclosure will be

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Securities and Exchange Commission

October 24, 2005

Page 2

required
to advise shareholders that a vote against one proposal may have the effect of a
vote against the group of mutually-conditioned proposals.

The
Company acknowledges the Staff’s comments and in its revised Preliminary Proxy
Statement on Schedule 14A has separated these proposals and described each
substantially in the form as follows:

      Proposal
      2 - “To authorize our Board of Directors, in its discretion, to amend our
      Amended and Restated Certificate of Incorporation, as amended, to effect a
      reverse split of our outstanding Common Stock at an exchange ratio of
      1-for-150;”

      Proposal
      3 - “To authorize our Board of Directors, in its discretion, to amend our
      Amended and Restated Certificate of Incorporation, as amended, to reduce
      the total number of authorized shares of Common Stock from 1,500,000,000
      to 12,000,000;” and

      Proposal
      4 - “To authorize our Board of Directors, in its discretion, to amend our
      Amended and Restated Certificate of Incorporation, as amended, to
      authorize a total of 2,000,000 shares of undesignated preferred
      stock.”

2.    Regarding
the proposal to modify the capital stock, while you state that your proposal is
to decrease the number of shares of authorized common stock, it is unclear
whether you are proposing increase or decrease the number of authorized shares
of preferred stock. To clarify, please disclose, in a table or similar format,
the number of shares your common stock that will be: (i) issued and
outstanding; (ii) authorized and reserved for issuance; and
(iii) authorized but unissued or unreserved both before and after the
adoption of the reverse stock split and change in authorized
capital.

The
Company acknowledges the Staff’s comment and will include in its revised
Preliminary Proxy Statement on Schedule 14A the following table:

“As a
summary and for illustrative purposes only, the following table shows the
approximate effect on our Common Stock of the proposed reverse stock split (and
followed by the proposed reduction in our authorized shares), based on the
938,655,097 shares of common stock issued and outstanding as of the close of
business on October 17, 2005:

      Prior
      to Reverse

      Stock
      Split

      After
      Reverse Stock Split

      and
      Reduction of

      Authorized
      Shares

      Authorized
      Shares of Common Stock

      1,500,000,000

      12,000,000

      Issued
      and Outstanding Shares of Common Stock

      938,655,097

      6,257,700

      Shares
      of Common Stock Available for Future Issuance

      561,344,903

      5,742,300"

Securities and Exchange Commission

October 24, 2005

Page 3

The
Company has also added disclosure in its revised Preliminary Proxy Statement on
Schedule 14A that currently there are 48,050,511 authorized shares of
undesignated preferred stock and that upon approval of Proposal 4, there will be
2,000,000 authorized shares of undesignated preferred stock.

3.     If
you currently have plans, proposals or arrangements to effect acquisitions,
equity financings, stock dividends or stock splits or other transactions that
would involve the issuance of your common stock and preferred stock, please
discuss these and their material terms. If you currently have no such plan,
please so state.

The
Company currently has no plans, proposals or arrangement to effect acquisitions,
equity financings, stock dividends or stock splits or other transaction that
would involve the issuance of the Company’s common and preferred
stock.

4.     In
discussing the benefits of the proposed reverse stock split, you state that “the
increase in the trading price of our Common Stock will help facilitate the
possible listing” of the company on the Nasdaq Capital Market. If you retain
your references to potential listing on the Nasdaq market, please provide a
balanced discussion by identifying the criteria that the company presently does
not satisfy. What criteria must be satisfied or what changes must be made to
satisfy each of the listing standards that you do not meet
currently?

The
Company acknowledges the Staff’s comment and as the Company has made no
decisions with regard to listing on the Nasdaq Capital Market, the Company has
removed such references in its revised Preliminary Proxy Statement on Schedule
14A.

5.     We
call your attention to Rule 10b-17, which you should consult in connection with
the process of implementing any stock split.

The
Company acknowledges the Staff’s comments and will consult Rule 10b-17 in
connection with its implementation of the proposed reverse stock split.

The
Company further acknowledges that:

       §
    the
      Company is responsible for the adequacy and accuracy of the disclosure in
      its Preliminary Proxy Statement on Schedule 14A;

       §
    changes
      in the Company’s disclosure in the Preliminary Proxy Statement on Schedule
      14A in response to Staff comments do not foreclose the Securities and
      Exchange Commission from taking any action with respect to the Preliminary
      Proxy Statement on Schedule 14A; and

Securities and Exchange Commission

October 24, 2005

Page 4

       §
    the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Securities and Exchange Commission or any person under
      the federal securities laws of the United States.

Please do
not hesitate to contact the undersigned at 609-919-6603 if you should have any
questions or comments with regard to these responses.

Very
truly yours,

/s/
Andrew P. Gilbert

Andrew P.
Gilbert

cc:    Thomas J.
Drury, Jr.