SecProbe.io

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Mail Stop 0407

      January 28, 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 January 18, 2005
      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.

General

1. On page 40 you state that in January 2005 you agreed to issue
150,000 shares to Karamco upon the "successful completion of an
initial public offering by March 1, 2005."  You suggest on page
II-2
that you are relying on the exemption under Section 4(2) of the
Securities Act for this transaction.  Please provide us with a
detailed legal analysis for why the exemption under Section 4(2)
is
available for the offer. In this regard, please note that the
filing
of your S-1 in November 2004 constitutes a general solicitation of
your common stock.  Alternatively, please advise us what other
Securities Act exemption, if any, you are relying on for the offer
and sale of the securities you are issuing to Karamco and why you
believe the exemption is available to you.  We may have further
comment based upon your response.

2. Please also provide us with an analysis as to why your January
2005 offer should not be integrated with the registered public
offering.  In preparing your supplemental response, refer to the
factors as set forth in Securities Act Release No. 33-4552
(November
6, 1962) and the Black Box Incorporated (June 26, 1990) and
Squadron,
Ellenoff, Pleasant & Lehrer (February 28, 1992) no-action letters.

3. It appears that the registration for resale of the shares to be
issued to Karamco is premature since the transaction is not yet
complete and the shares have not been issued.  Accordingly, revise
to
remove the 150,000 shares from the selling securityholder
prospectus.

4. Please file a request to withdraw the erroneous Form 8-A12G
filed
on January 25, 2005.  Ensure that you reference file no. 0-51131
in
your request and file it on EDGAR using the submission tag "RW".

Cover Page

5. We note your response to our prior comment number one from our
January 7, 2005 letter concerning changes to the registration fee
table.  However, we do not understand why you adjusted the amount
of
the registration fee where the amount of securities to be
registered
did not change, such as the fee related to the common stock
issuable
upon exercise of the redeemable warrants where the maximum
offering
price has been constant at $30,590,000.

Risk Factors, page 7

Our ability to provide services is often dependent on our
suppliers .
. ., page 9

6. We note your response to us that you "track revenues for areas
where [you] terminate traffic only in the event that [you]
invested
capital, deployed equipment or leased transmission facilities."
It
is not evident how you have determined to what continent or
"region,"
such as the Caribbean or Latin America, you should attribute
terminations without also considering in which country the
termination has occurred.  Therefore, we reissue in part our prior
comment number nine from our January 7, 2005 letter.  Please
indicate
any country in which 10% or more of your customers` calls
terminate.

7. Since nearly 30% of your calls terminated in Asia during your
2003
fiscal year, please describe the material terms of your
arrangement
with the carrier in Asia, including whether you have a contract.

Our Indian partner currently manages Estel`s operations..., page
13

8. We reissue in part our prior comment number 12 from our January
7,
2005 letter.  Please 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.

Management`s Discussion and Analysis, page 21

      Revenues, page 23

9. We note your response to prior comment 19 of our January 7,
2005
letter and your disclosure on page 23. In your chart on page 23,
please reconcile your "On-Net" revenue to "Total Consolidated"
revenue by providing "Off-Net" revenue totals.  Please also
explain
in clear and concise language whether or not, and why, your "Off-
Net"
revenue mirrors your "On-Net" revenue in regional geographic
termination percentages.  If your "Off-Net" revenue does not
mirror
your "On-Net" revenue in regional geographic termination, please
indicate where those calls are being terminated. Supplementally,
please explain to us in detail how you track and record revenues
and
corresponding costs, if any, from "Off-Net" geographic locations.

10. It is not evident how you have calculated "Total Consolidated
Revenue," which appears significantly larger than "Consolidated
Terminating On-Net Revenue" in light of your statement that you
track
only "On-Net" revenues.  Please explain.

Business, page 35

	General

11. We reissue our prior comment number 43 from our December 12,
2004
letter.  Please identify your operating segments and provide the
information called for by Item 101(b) of Regulation S-K, such as
revenues from external customers and a measure of profit or loss
and
total assets for each of the last three fiscal years.

12. We reissue in part our prior comment number 23 from our
January
7, 2005 letter.  We note your disclosure on page 38, among other
pages, that you 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 in which
you
have "in-country partnerships" in order to facilitate your offer
of
services.

      Competition, page 48

13. Please disclose that you are unable to provide quantified
disclosure regarding your market share in the markets in which you
operate, as indicated in your response to prior comment 30 of our
letter dated January 7, 2005, and explain the reason for that
inability.

Underwriting, page 71

14. We note your response to our prior comment number 31 from our
January 7, 2005 letter that you will seek investors` consents
before
sending them electronic versions of the prospectuses.  Please also
include disclosure about investors` ability to revoke consent on
receiving prospectuses electronically and your obligation to
deliver
a prospectus in that regard.

Financial Statements for the Year Ended December 31, 2003

15. We note your response to comment 33 of our January 7, 2005
letter
and the disclosure provided in footnote 4.  However, in light of
what
appear to be clearly documented, substantive participating rights
of
your joint venture partner Communications Ventures India Pvt.
Ltd.,
the "Holding Company", in the Shareholders Joint Venture
Agreement,
we continue to question your consolidation of the ESTEL joint
venture.  Please refer to the following references in the
Shareholders Joint Venture Agreement and explain to us why each of
these specific rights or combination of rights do not result in
the
Holding Company having substantial participating rights in the
joint
venture or revise to account for ESTEL under the equity method.

a. We note in paragraph 4.4(a) that the Holding Company has the
right
to nominate the Managing Director of ESTEL, or the "MD".  Also,
the
terms of employment of the senior managers shall be determined by
mutual agreement of both the Holding Company and Fusion.  Per
paragraph 4.4(b) senior managers and other direct reports of the
MD
shall be selected by the Executive Committee. The Holding
Company`s
right to participate in these decisions appears to be consistent
with
the first example of substantive participating rights in EITF 96-
16.
The first example is "Selecting, terminating, and setting the
compensation of management responsible for implementing the
investee`s policies and procedures."

b. We note in paragraph 4.10(a) the Board shall create an
Executive
Committee comprising one nominee director each of the Holding
Company
and Fusion.  Per paragraph 4.10(c) the Executive Committee shall
be
responsible for finalization of business plans and annual budgets,
review of operations, etc.  The Holding Company`s right to
participate in these decisions appears to be consistent with the
second example of substantive participating rights in EITF 96-16.
The second example is "Establishing operating and capital
decisions
of the investee, including budgets, in the ordinary course of
business."

c. We note in your response you are relying upon the fact that the
Board of Directors approves all significant financial transactions
and major business decisions as a basis for concluding the Holding
Company does not have substantive participating rights in ESTEL.
However, we note in paragraph 4.2(a), Holding Company is entitled
to
nominate the Chairman of the Board and three additional directors
for
a total of four.  Fusion is entitled to nominate four Directors of
the Board.  Paragraph 4.2(b)(ii) states that Holding Company and
Fusion shall have representation on the Board in equal proportion.
Per paragraph 4.3, subject to the provisions in clause 5, all
decisions of the Board shall be by majority vote.  If a majority
vote
is required by the Board and Fusion only holds half the seats,
what
is your basis for concluding that the Holding Company does not
effectively participate in significant financial and operating
decisions of the joint venture that are made in the ordinary
course
of business?

16. If you present ESTEL under the equity method, it appears it
may
be necessary for you to provide separate financial statements of
ESTEL pursuant to 3-09 of Regulation S-X.  Please revise or advise
us.

17. We note your response to prior comments 35 and 36 of our
January
7, 2005 and your segment information disclosures.  As your
discussion
in the MD&A of the company on a consolidated basis would present
an
incomplete picture, please discuss your revenues, profitability
and
cash needs in the MD&A on a segment basis consistent with your
internal reports and with your SFAS 131 segment disclosures.  See
Financial Reporting Codification, Section 501.06.a.  Please revise
or
advise.

Interim Financial Statements

18. Please comply with all of the above comments as applicable.

Alternate Cover Page for Selling Securityholder Prospectus, page
A-1

19. We reissue prior comment nine of our letter dated December 12,
2004 as it pertains to the cover page of the selling shareholder
prospectus.  In this regard, we note that the cover page continues
to
exceed the one page limit and contain unnecessary, immaterial and
redundant information, including unnecessary parenthetical
definitions.  Revise accordingly.

20. We reissue in part our prior comment number 40 from our
January
7, 2005 letter.  We note your parenthetical qualification to the
fixed price.  By making the fixed price based on an assumption of
a
$6.00 initial public offering price, you still are not satisfying
the
requirements of Schedule A of the Securities Act of 1933 and Item
501(b)(3) of Regulation S-K.  Please revise to include an
unqualified
fixed price or price range in the selling shareholder prospectus
and
plan to file a post-effective amendment to switch to a market
price
when the shares begin trading on the AMEX.  Also, you may note in
the
pre-effective amendment that, once your shares trade on AMEX, they
will sell at prevailing market prices or privately-negotiated
prices.

Undertakings, page II-5

21. We note your revisions in response to our prior comment number
44
from our January 7, 2005 letter.  Please include the exact
representations in Item 512(a) of Regulation S-K.
22. We note in your amended registration statement you now refer
to
yourself as a "small business issuer" in your fourth undertaking.
Yet it appears that you do not fit the definition of "small
business
issuer" in Rule 405 of Regulation C.  Therefore, we reissue our
prior
comment number 111 from our December 12, 2004 letter.  Revise
accordingly.
23. We note that, in your revision, you have deleted the
undertaking
required by Item 512(f) of Regulation S-K.  Therefore, we reissue
our
prior comment number 112 from our December 12, 2004 letter.
Please
include the undertaking, or tell us why you do not believe you are
required to provide it.

Legality Opinion

24. Please revise your introductory paragraph so that it addresses
all securities being registered.  For example, it does not appear
that you have included the 3,823,750 shares of common stock
issuable
upon exercise of redeemable warrants.

*	*	*	*

      Please amend your Form S-1 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Joseph Cascarano, Staff Accountant, at (202)
824-5357, or Robert Littlepage, Accountant Branch Chief, at (202)
942-1947, if you have any questions regarding comments on the
financial statements and related matters.  Please contact Cheryl
Grant, Staff Attorney, at (202) 942-1916, or me, at (202) 942-
1797,
with any other questions.

					Sincerely,

					Michele M. Anderson
					Legal Branch Chief

cc:	via facsimile (212) 813-9768
      Arthur S. Marcus, Esq.
	Gersten, Savage, Kaplowitz, Wolf & Marcus

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Mr. Marvin Rosen
Fusion Telecommunications International, Inc.
January 28, 2005
Page 1

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