SecProbe.io

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Mail Stop 0407

      January 7, 2005

Marvin Rosen
Chief Executive Officer
Fusion Telecommunications International, Inc.
c/o Heitz & Associates, P.C.
345 Woodcliff Drive
Fairport, New York 14450

	RE:  	Fusion Telecommunications International, Inc.
      Registration Statement on Form S-1/A
      Filed December 22, 2004
      File No. 333-120412

Dear Mr. Rosen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page
1. We note your several changes to the registration fee table.
Please explain to us supplementally why you adjusted the amount of
registration fee where the amount of securities to be registered
did
not change.

General

2. We reissue our prior comment number three.  Include Item 201 of
Regulation S-K disclosure, particularly Item 201(b), or advise us
where the information is located in your prospectus.  Note that
you
should provide the information as of a recent date.
3. We reissue prior comment number six. We do not believe that
your
disclosures adequately address the requirements stated in our
prior
comment. We believe that, absent the comprehensive disclosures in
Question 8 of our Frequently Asked Questions document on non-GAAP
measures which is available on our website at:
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm,
inclusion
of Adjusted EBITDA may be misleading.  We believe that your
disclosures must include the following items:

* A more detailed and company-specific discussion of the manner in
which management uses Adjusted EBITDA to conduct or evaluate its
business.
* A comprehensive discussion of the economic rationale for
excluding
each adjusting item in the reconciliation of Adjusted EBITDA to
net
income.
* A clear and concise explanation for each financial statement
line
item that reconciles Adjusted EBITDA to net income, describing the
limitations in understanding the company`s performance when
management excludes each line item from the non-GAAP financial
measure as compared to the most directly comparable GAAP financial
measure and how management compensates for these limitations.

Prospectus Summary, page 3
4. We reissue our prior comment number 12.  Please generally
revise
your registration statement to eliminate technical and business
jargon from the prospectus summary and to reduce the amount of
jargon
throughout the rest of the prospectus.  As only a few examples,
rather than use acronyms, such as "PTT" and "ISPs," consider
spelling
out the terms.

Risk Factors, page 9

	General
5. Revise to include a risk factor that addresses the impact on
the
price of shares sold in the initial public offering in the event
your
selling security holders sell at a price lower than your offering
price.
6. We reissue our prior comment number 20.  Please avoid the
generic
conclusions in your risk factors that a risk could have a material
adverse effect or impact on you.  This does not represent
meaningful
disclosure.  Instead, please replace this language with specific
disclosure of the possible impact upon your operating results,
business, liquidity, cash flow, financial condition, share price,
etc.  For example, under the risk factor beginning "The
communications services industry . . ." on page 10, what business
initiatives would be materially adversely affected and how?  Also,
for example, in the risk factor beginning "Breaches in our network
security systems . . ." on page 13, assess the likelihood of
recurrence.  As another example, in the risk factor beginning "A
significant portion of the proceeds of this offering will be used
. .
." on page 15; how and why will this use have a material adverse
effect on your business?  These are only a few examples.
7. Some of your risk factor captions continue to be too vague and
generic, such as "Service interruptions could affect our business"
and "We face additional risks because we do business on an
international level."  In accordance with prior comment 19, revise
the captions so they reflect the risk to you or your investors.
      We have substantial past due liabilities, page 9
8. We note your inclusion of the mitigating language "While we are
working to change the payment terms of certain of these
liabilities .
. .," in the revisions to this risk factor.  Please further revise
to
remove mitigating language.

Our ability to provide services is often dependent on our
suppliers .
. ., page 11
9. We note your disclosure on page 25 that suggests you have a
"primary focus on VoIP terminations to the emerging markets."  We
also note your statement in this risk factor that your "ability to
terminate voice traffic in [y]our targeted markets is an essential
component of [y]our ongoing operations."  So that investors may
understand the extent to which your relationships with service
providers or any particular provider is important to you, please
indicate any country in which 10% or more of your customers` calls
terminate and assess the degree to which your service to that
market
is dependent upon any associated provider.

If we are unable to develop and maintain successful
relationships...,
page 12
10. We note your revision in this risk factor concerning your
joint
venture partner in India.  Please indicate how much this joint
venture partner owes you as of a recent date, if this amount is
material.  Also indicate whether this difficulty is common with
your
joint venture arrangements.

Service interruptions could affect our business, page 12
11. We note your revision in this risk factor concerning a service
interruption in 2002 that resulted in a loss of revenues of
approximately $8.2 million and a loss of gross profits of
$395,000.
Please indicate your assessment of the likelihood of recurrence,
including consideration of your current relationship, if any, with
the service provider or of whatever issue created the
interruption.

Our Indian partner currently manages Estel`s operations..., page
15
12. Revise the Business section to provide more enhanced
disclosure
of the strained relations between the joint venture partners in
India.  In this regard, you should provide readers with more
insight
as to the status of your relationship with your Indian partner,
the
extent of the "limited financial resources", the history of
Estel`s
failure to pay for services on a timely basis or invest capital in
the joint venture and how you plan to confront these issues.

Use of Proceeds, page 17
13. We reissue our prior comment number 29.  Please include in
your
table how you expect to allocate the net proceeds of the offering
if
the underwriters exercise their over-allotment option.
14. We reissue our prior comment number 30.  We note that you
intend
to apply almost one-third of the net proceeds from the offering on
"working capital and general corporate purposes" and, as you
indicate
in your risk factor beginning "We have broad discretion as to the
use
of the net proceeds . . . " on page 15, your business and
prospects
"may be seriously harmed" if you do not use the proceeds
"effectively."   So that investors may gauge the degree of risk
involved in investing in your securities where you will have such
discretion over a significant amount of the proceeds from the
offering, revise to more specifically identify the purposes for
which
this balance of the net proceeds is expected to be used and
quantify
the amount intended to be allocated to each purpose.  It is not
appropriate nor helpful disclosure to investors to aggregate those
purposes under a generic category such as "working capital and
general corporate purposes."  As only one consideration for your
response, will the purposes include what have been the company`s
historic working capital and general corporate expenses?

Dividend Policy, page 18
15. We reissue in part our prior comment number 31.  Please state
the
aggregate number of shares of common stock in your payment(s)
during
2004.
16. We note your revision indicating that, as of December 22,
2004,
you had not made the required dividend payment to the holders of
your
series C preferred stock.  Please indicate the penalty for failure
to
pay by the required payment date and the aggregate amount of the
dividend that was due.

Capitalization, page 19
17. It appears the pro forma column reflects the repayment of debt
with offering proceeds. Your pro forma information should present
the
company`s capitalization immediately prior to the offering and the
application of offering proceeds.  Please revise accordingly or
advise us.  In addition, it appears you should make a similar
revision when calculating the amount of pro forma net tangible
book
value reported in the dilution information on page 20.

Dilution, page 20
18. Please revise to clearly indicate that the company has a net
tangible deficit and a net tangible deficit per share as of
September
30, 2004.

Management`s Discussion and Analysis, page 23

      Results of Operations, page 27
19. We note your response to prior comment 34. On pages 25 and 27
you
state that your primary revenue focus is on VoIP terminations in
emerging markets. We also note that you enter into interconnect
agreements with postal telephone and telegraph companies in your
emerging markets. To better understand how the changes in the
geographical mix of business may impact revenue and profitability,
please disclose the amount of revenue generated from calls
terminated
in each of your emerging markets for all the periods presented. By
emerging markets you may present the information by region or
country
as it is seen through the eyes of management.
20. We reissue in part our prior comment number 35.  With regard
to a
discussion of any known trends, events or uncertainties, explain
whether and why you expect revenues to increase, decrease, or
remain
the same in the upcoming year.  Also, discuss whether, when and to
what extent you expect to show net income, especially in light of
your relatively high cost of revenues.

   Critical Accounting Policies, page 35
21. We reissue prior comment 41. We do not believe that your
disclosures in the filing or the response in the letter address
the
issues raised in our prior comment. Please revise or advise.

Business, page 38

	General
22. We reissue in part our prior comment number 44.  Currently,
some
of your more detailed discussion of telecommunications services
you
have been providing is interwoven with or subsumed by your
discussion
of your marketing activities.  See, for example, page 42 under
"Marketing", where it is not ascertainable whether the Jamaican
venture will assist your efforts in only advertising your services
or
in being a vehicle for the provision of your telecommunications
services.  Please generally revise your discussion of your
business
operations so that investors may understand the current extent of
your telecommunications services operations and then the current
extent of your marketing activities.  For example, consider
elaborating in the appropriate places on your discussion of your
services under the "Services" subsection beginning on page 38 with
the service-related discussion culled from your "Marketing"
section.
When describing your joint venture agreements, please include the
terms of the agreements.
23. We note your disclosure on page 38, among other pages, that
focus
on voice termination services in "emerging markets in Asia, the
Middle East, Africa, the Caribbean and Latin America."  Please
tell
us supplementally the countries where such terminations occur and
the
countries in which you have "in-country partnerships" in order to
facilitate your offer of services.  Based upon your response, we
may
have further comments.
24. Please file your agreements with the Telco Group and Qwest
Communications as exhibits to the Form S-1 as they appear to be
material contracts pursuant to Item 601(b)(10) of Regulation S-K.
Refer to our prior comment number 45.
25. We note your statement that you revised your disclosure in
response to our prior comment number 47, but the revisions are not
evident.  Therefore, we reissue this comment.  Please indicate to
us
supplementally how you considered whether to include disclosure
under
Items 101(c)(viii), concerning backlog, and (xi), concerning
research
and development, of Regulation S-K or advise us where the related
revisions are located.
26. We reissue our prior comment number 48.  Please include the
financial information about geographic areas required by Item
101(d)
of Regulation S-K, or tell us supplementally why you believe it is
not required here.  In lieu of detailing the information in your
business section, you may include a cross-reference to an
applicable
note to the financial statements.
27. Revise to provide more detailed information regarding the
timeframes for your plans as requested in prior comment 49.  For
instance, clarify when during 2005 you expect to market services
to
cable operators and specifically where you are in your ongoing
plan
to expand internationally

Ease of Deployment, page 45
28. Please indicate where you currently have points of presence so
that investors may have a sense of your current ability to
penetrate
emerging markets and the degree to which you will need additional
points of presence to implement your business strategies.

   Dynamics of the Global Communications Market, page 45
29. We reissue our prior comment number 46.  Please generally
revise
this discussion to clarify how any market numbers you state are
related to your business.  Disclose how many Internet users use
your
products and generate revenues for you.  Similarly when you
describe
countries in this section, please indicate whether you currently
offer services in those countries or plan to do so; this will help
investors in ascertaining any relevance of the information for
your
business.
      Competition, page 50
30. We reissue in part our prior comment number 59.  To the extent
reasonably known, provide quantified disclosure of your market
shares
in each of your markets.  See Item 101(c)(x) of Regulation S-K.

Underwriting, page 72
31. We note your response to our prior comment number 79 that you
expect "that the syndicate members will distribute copies of the
prospectus by email, in a PDF or similar format, so that it
replicates the prospectus as filed."  In your plan of
distribution,
please describe this manner of distributing the prospectus and
confirm to us supplementally whether this will be your only method
of
distribution and how you intend to evidence satisfaction of the
prospectus delivery requirement by this method.  In addition,
please
explain in the plan of distribution that investors are not
committing
to electronic-only delivery of other information, such as proxy
statements and annual reports, from you after completion of this
offering.  Based upon your response, we may have further comments.

Financial Statements for the Year Ended December 31, 2003
32. We note your responses to prior comments 81 and 82. We note on
page 14 of your S-1 where you state that there are "exchange
control
regulations" and "oth