SecProbe.io

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Mail Stop 0407

      June 21, 2005

Randall J. Gort, Esq.
Vice President, Legal and Corporate Affairs,
  General Counsel and Secretary
Worldgate Communications, Inc.
3190 Tremont Avenue
Trevose, Pennsylvania  19053

	RE:  	Worldgate Communications, Inc.
      Registration Statement on Form SB-2
      Filed May 24, 2005
      File No. 333-125205

      Form 10-KSB for the fiscal year ended December 31, 2004
      Filed March 31, 2005
      File No. 0-25755

Dear Mr. Gort:

      We have reviewed your Form SB-2 and Form 10-KSB and have the
following comments.  Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form SB-2

General
1. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us on a supplemental
basis.  See Item VIII of the March 31, 2001 quarterly update to
the
Division of Corporation Finance`s "Current Issues and Rulemaking
Projects Outline."

Prospectus Summary, page 3
2. Please revise to decrease the length of your summary.  It
should
discuss only the key aspects of the offering and your operations.
Much of the discussion you currently include does not appear so
highly material as to merit inclusion in the summary.  Consider
eliminating here, or significantly reducing, the extensive
discussion
on pages one and two about the technology that is involved in your
products and the detailed history of your capital-raising efforts
and
business awards, which discussion is more appropriate for your
business section.  As part of your revisions, ensure that you
provide
a balanced discussion by discussing the following in the summary:

* that your auditors have raised a concern as to your ability to
continue as a going concern;

* the amount of your net income or losses for the last two fiscal
years and periods in 2005;

*  your recent change in business focus and that you do not expect
significant revenues in 2005 and possibly beyond;

* your new significant reliance on the marketing and distribution
relationship you have with Motorola; and

* a brief overview of the key aspects of the offering, including
the
number of shares being offered for resale, by whom, and the
percentage of your outstanding common stock the offered shares
represent.
3.  We note your reference to the Ojo Pvp being awarded a "2005
CES
Best of Innovations Award."  Tell us in your response letter the
criteria for being considered for this award.  Tell us the number
of
companies considered for the award and whether any financial
payment
was required for consideration for the award.

Risk Factors, page 4

	General
4. Include a risk factor that discusses the significance of the
auditors` going concern qualification in its report and why the
circumstances pose a risk to your investors.
5. We note your disclosure in your March 31, 2005 Form 10-Q and
2004
Form 10-K concerning your disclosure controls and procedures and
internal control over financial reporting.  Tell us in your
response
letter what consideration you have given to including a risk
factor
that discusses the significance of your certifying officers`
determination that you have a material weakness and why it poses a
risk to your investors.

Our ITV Business has accounted for most of our revenues to
date...,
page 4
6. To assist investors in realizing the magnitude of the risk,
please
indicate here when you "discontinued the ITV Business and
transitioned to become a developer, manufacturer and seller of
video
phone products."  Also indicate what you mean by "near term"; do
you
mean the next twelve months?

We will rely on third parties to provide certain components...,
page
5
7. Please state that your "formal relationship" with Mototech
involves a contract and indicate the relevant material aspects,
including the contract`s term.

We will rely on third parties to provide certain marketing...,
page 5
8. Please state the relevant material aspects of the Motorola
agreement, particularly the ability of Motorola to unilaterally
terminate the agreement and which party controls the volume of
products being marketed or distributed.  Also address the concerns
to
investors associated with your having an exclusive distributor for
your products.

We may not be able to achieve competitive pricing in the
marketplace,
page 6
9. Delete the mitigating language "Although we anticipate cost
reductions and volume manufacturing will reduce the price of our
products."

We may not have sufficient working capital..., page 8
10. This risk factor appears to discuss multiple risks, ranging
from
your ability to fund operations to potential dilution your
security
holders would face if you were to obtain additional financing.
Revise by making each material risk its own risk factor.

Selling Security Holder, page 11
11. Please tell us in your response letter on what basis Mr. Chou
disclaims beneficial ownership of the 1,310,158 shares of
Worldgate
common stock held by Mototech; we note that Mr. Chou is Mototech`s
chief executive officer and as such appears to have voting and
investment power over the shares held by Mototech.  Absent a
formal
agreement preventing Mr. Chou from directly or indirectly
exercising
voting or investment power over the shares owned by Mototech all
should be included in his beneficial ownership (his disclaimer of
beneficial ownership could be reflected in a footnote to the
table).
12. In the table, include the percentage of Worldgate common stock
Mr. Chou will beneficially own following the offering.  See Item
507
of Regulation S-B.
13. Tell us in your response letter whether Mr. Chou is a broker-
dealer or an affiliate of a broker-dealer.  We may have further
comments.

Management`s Discussion and Analysis, page 13
14. Revise your management`s discussion and analysis so that your
presentation of your financial figures is consistent throughout.
We
note your representation that all dollar amounts are expressed in
thousands, except for per share amounts; however, you disclose on
page seventeen that the company redeemed its equity interest in
TVGateway for $600,000 (which would be $600 million) in cash.

Results of Operations, page 13

General
15. We note that you list eight of your significant accounting
policies as critical accounting policies; however, it is not clear
why the estimates involved in each are inherently uncertain.  For
example, provide further detail as to why you consider the
estimates
made in connection with your accounting for discontinued
operations
subject to a high degree of uncertainty.
16. Discuss any known trends, events or uncertainties that have or
are reasonably likely to have a material impact on your financial
condition, such as revenues, income or expenses from continuing
operations and liquidity.  Explain whether and why you expect
revenues to increase, decrease, or remain the same in the upcoming
year.  See Item 303(b) of Regulation S-B and consider our guidance
in
Securities Act Release No. 33-8350 available on our web site.

Three Months Ended March 31, 2005 and March 31, 2004, page 15
17. Please disclose and discuss the reasons for the changes in
fair
value of the warrants and conversion options resulting in a $5.2
million gain for the three months ended March 31, 2005.

Liquidity and Capital Resources, page 17

General
18. Please discuss what steps you plan to take to reach
profitability
and to cure the problems underlying the going concern
qualification
in the auditors` report.
19. Please reconcile your disclosure here with that in the notes
to
your financial statements which notes suggest TVGateway redeemed
the
interest you had held in TVGateway for $600,000 in accordance with
the redemption agreement.
20. Also include in your discussion of the Mototech agreement in
management`s discussion and analysis your description of
Mototech`s
consideration for the 625,000 shares of your common stock that you
issued in December 2003.  We note your description on page F-8.

Quantitative and Qualitative Disclosures about Market Risk, page
18
21. As disclosures under this heading are intended to clarify your
exposures to market risk associated with activities in derivative
financial instruments, which include your detachable warrants and
conversion options, please add to your qualitative information
about
market risk detailed information on:

* How your detachable warrants and conversion options are primary
market risk exposures;

* How exposures regarding your detachable warrants and conversion
options are managed. Such descriptions shall include, but not be
limited to, a discussion of the objectives, general strategies,
and
instruments, if any, used to manage those exposures; and

* Changes in either in your detachable warrants and conversion
option
exposures or how those exposures are managed, when compared to
what
was in effect during the most recently completed fiscal year and
what
is known or expected to be in effect in future reporting periods.

      See Rule 408 of the Securities Act.

Business, page 20

Overview, page 20
22. Please explain what you mean by "true to life communication."

Business Strategy, page 23
23. Describe more of the material terms of your Mototech
agreement,
including the expiration date, any exclusivity provisions, any
manufacturing volume commitments.
24. Please explain the significance to investors of your
statements
that Mototech is an affiliate of the Accton Technology Group.
25. Summarize all of the material terms of your Motorola
agreement,
particularly the process by which the number of phones you deliver
to
Motorola is determined.  Also indicate any warrants that you
issued
to Motorola that are related to the agreement.  Tell us in your
response letter whether this warrant is the April 2004 warrant
that
you describe on page F-16.  We may have further comments.

Intellectual Property page 25
26. Please indicate whether you hold any granted patents.

Compensation of Directors, page 30
27. We note your reference to a "new director plan."  Confirm in
your
response letter that you intend on filing this plan pursuant to
Item
601(b)(ii)(A) of Regulation S-B or tell us why you believe it does
not need to be filed.

Consolidated Financial Statements as of, and for the Years Ending
December 31, 2004 and 2003
28. Please disclose the as of and year ending dates on the
consolidated balance sheet, statements of operations, and
consolidated statements of cash flows.

Note 2-Summary of Significant Accounting Policies, page F-7

Accounting for Preferred Shares, page F-10
29. Please provide a more complete explanation of the accounting
method and policy selected for the redeemable preferred stocks.
Also, it is necessary to highlight the future cash obligations
attached to this type of security so as to distinguish it from
permanent capital. See Accounting Series Release No. 268.

Accounting for Preferred Shares, page F-10
30. In regard to the redeemable preferred shares` attached
warrants
and conversion feature, please expand your description of
accounting
policies used for derivative financial instruments and the methods
of
applying those policies that materially affect the determination
of
financial position, cash flows, or results of operation. This
description should include, to the extent material, each of the
following items:
* A discussion of each method used to account for derivative
financial instruments;
* The types of derivative financial instruments accounted for
under
each method; and
* The criteria required to be met for each accounting method used.
      See Rule 4-08(n) of Regulation S-X.
31. In addition, please advise us in detail, including a
description
of the material terms of each instrument, the GAAP literature
relied
upon by management as a basis for your accounting policies, and an
explanation of how you are applying this literature.  Explain to
us
your consideration of the guidance in EITF Issue No. 00-19.

Note 8-Stockholders` Equity, page F-15

Redeemable Preferred Stock, page F-15
32. Please tell us in your response letter the methods and
significant assumptions used to estimate the relative fair values
of
the conversion feature and warrants attached to the redeemable
preferred stock.
33. Similarly, for derivative instruments not designated as
hedging
instruments, as your attached warrants and conversion feature
appear
to be, please disclose your objectives for issuing or holding
these
instruments, the context needed to understand those objectives,
your
strategies for achieving those objectives and the purpose of the
derivative activity.  Also provide qualitative disclosures about
your
objectives and strategies for using derivative instruments.  These
disclosures may be more meaningful if such objectives and
strategies
are described in the context of an entity`s overall risk
management
profile.  See paragraph 44 of SFAS 133.

Financials for the Quarter Ended March 31, 2005, page F-24
34. The disclosures required by Statement 133 must be presented
for
every reporting period (interim and annual) in which a complete
set
of financial statements is presented.  Accordingly, please provide
all disclosures required by Statement 133.

Item 28. Undertakings, page II-5
35. You are not offering securities to existing holders under
warrants or rights nor are you reoffering to the public any
securities not taken by security holders; therefore, please remove
the Item 512(b) of Regulation S-B undertaking, or advise us
otherwise
in your response letter.

Exhibit Index
36. Please revise your exhibit index so that you refer to the
appropriate filings for purposes of incorporation by reference.
As
only one example, we note your certificate of designations was not
filed with your September 30, 2004 proxy statement and your
September
2, 2004 amendment to securities purchase agreement and warrants
was
not filed with your September 30, 2004 Form 10-Q.

Exhibits
37. We note that counsel limits its opinion to the "General
Corporation Law of the State of Delaware" with respect to Delaware
law.  Confirm to us in writing that the reference to "General
Corporation Law of the State of Delaware" concurs with our
understanding that this reference and limitation includes the
statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting
these laws.  File this written confirmation as part of your
correspondence on EDGAR.  See Item VIII.A.14 of the November 14,
2000
edition of the Division of Corporation Finance`s "Current Issues
and
Rulemaking Projects" outline.
38. It appears that your Mototech agreement may have been filed in
preliminary form, as you indicate a few of the exhibits will be
inserted.  Please file the agreement in final form.  See Item 601
of
Regulation S-B.

Form 10-KSB for the fiscal year ended December 31, 2004

General
39. Please revise your Form 10-