SecProbe.io

CORRESP
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      Voxware, Inc. / CORRESP

      October
        25, 2005

      VIA
        EDGAR SUBMISSION

      Securities
        and Exchange Commission

      100
        F
        Street, NE

      Washington,
        DC 20549

      Attn:
        Jeffrey Riedler, Assistant Director, Division of Corporation
        Finance

      Re:
        Voxware,
        Inc.

        Registration Statement on Form S-2

                      File
        No. 333-128690

      Dear
        Mr.
        Riedler:

      On
        behalf
        of Voxware, Inc. (the “Company”), this letter is being submitted in response to
        oral comments relating to the foregoing Registration Statement given by the
        Staff of the Division of Corporation Finance of the Securities and Exchange
        Commission (the “Staff”) during the telephone conferences between Ms. Maryse
        Mills-Apenteng and the undersigned on October 18, 2005 and other representative
        of this firm on October 20, 2005, with respect to the above-referenced filing.
        The Company has filed Amendment No. 1 to Form S-2 concurrently
        herewith.

      Per
        the
        Staff’s request, the Company has revised the registration fee table in Amendment
        No. 1 to Form S-2 to reflect, under Rule 429 of the Securities Act of 1933,
        as
        amended, the registration of shares of the Company’s common stock previously
        registered.

      Per
        the
        Staff’s request, the Company has included a risk factor entitled “A significant
        portion of our total outstanding shares of Common Stock may be sold in the
        market in the near future. This could cause the market price of our Common
        Stock
        to drop significantly, even if our business is doing well.” reflecting the risk
        associated with the Company’s Common Stock that could be sold in the near
        future, thereby having a negative effect on the price of the Company’s Common
        Stock.

      With
        regard to the opinion of Morgan, Lewis & Bockius LLP (“Morgan Lewis”) filed
        as an exhibit to the above mentioned Registration Statement, Morgan Lewis
        has
        advised the Company that the reference made in its opinion to the General
        Corporation Law of the State of Delaware includes the statutory provisions
        and
        also all applicable provisions of the Delaware Constitution and reported
        judicial decisions interpreting these laws.

      Securities
        and Exchange Commission

      October
        25, 2005

      Page
        2

      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.