SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0407

      February 9, 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 February 3, 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. We note your response to our prior comment number three of our
letter dated January 28, 2005.  Yet it is still not clear to us
that
the private offering to Karamco will be considered completed at
the
time of effectiveness of the registration statement or even at the
time of completion of the initial public offering.  Therefore, we
reissue the comment.  Please remove the 150,000 shares issuable to
Karamco from the registration statement and revise your disclosure
in
the resale prospectus and legality opinion accordingly.  We also
note
that, if you do choose to register these shares in the future, you
should identify Karamco as an underwriter.

2. Please consider including a heading called "Executive
Compensation" or a similar heading which precedes the summary
compensation table.  Also, please update your executive
compensation
and certain relationships and related transactions disclosure to
reflect information for the entire year ended December 31, 2004.
See
Items 402 and 404 of Regulation S-K.  In addition, to the extent
that
you have not already done so, please update any other information
required under Regulation S-K to be updated for 2004.

Fee Table

3. We note from the fee table that you are registering the common
shares underlying the redeemable warrants though they are not
exercisable for at least a year.  Supplementally advise us whether
you intend to file a post-effective amendment  to the registration
statement to provide updated disclosure and a revised cover page
to
reflect the issuance of the underlying common stock at some point
in
time prior to the warrants becoming exercisable.  Additionally,
include a footnote to the fee table indicating that you are
registering the common shares underlying the redeemable warrants,
but
that those common shares are not being offered at this time.  Also
explain in the footnote that you will revise the prospectus to
reflect the offer of the common shares once the warrants become
exercisable.

Management`s Discussion and Analysis, page 22

      Revenues, page 23

4. We note your response to our prior comment 10.  Please
reconcile
to us your statement in the response that "[a]ll categories of
revenue are recorded and tracked at the product and customer
level"
with your statement in your response to prior comment 9 that you
"track and manage Off-net revenues and costs by provider (vendor)
instead of by individual destination."

Business, page 38

5. We note your disclosure in response to our prior comment 12
that,
to facilitate your offer of services, you have an "in-country
partnership" in Libya, a country named by the U.S. State
Department
as a country that sponsors terrorism. Tell us when you first
entered
into negotiations regarding creation of the partnership.  If
before
September 21, 2004, the date that economic sanctions against Libya
administered by the U.S. Treasury Department`s Office of Financial
Assets Control were lifted, please tell us when you began
providing
services in Libya and outline in detail the terms of the
partnership,
including when it began, how your partner has assisted in your
provision of services, and whether any Libyan government entity
has
had an interest in the partnership.  Advise us of your view as to
the
materiality of the partnership to your company, and whether the
partnership constitutes a material investment risk to your
security
holders, by virtue of your ties to a country identified as a state
sponsor of terrorism and subject to United States economic
sanctions.

In preparing your response, please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of all factors (including the
potential
impact of corporate activities upon a company`s reputation and
share
value)  that a reasonable investor would deem important in making
an
investment decision.

Please include in your risk factors a description of any material
risks to your company, quantitative or otherwise, related to this
partnership and to doing business in Libya.  Provide us with any
other details that you have considered in assessing the current
and
future materiality of this partnership to your business.

Shares Eligible for Future Sale, page 73

6. Revise the first paragraph to indicate the number of shares of
common stock that will be available for resale when the warrants
become exercisable.  We note that you include this information in
the
risk factor on page 14.

Underwriting, page 75

7. We note that the underwriting agreement suggests Kirlin
Securities
will solicit the exercise of warrants issued in the public
offering.
Please tell us whether you have considered whether this special
selling effort could cause you to be considered in distribution
and
what steps will be taken to ensure the restrictions set forth in
Rules 101 and 102 of Regulation M are not violated.  Please also
see
the answer to the first question concerning distribution in the
Division of Market Regulation:  Staff Legal Bulletin No. 9,
Frequently Asked Questions about Regulation M, available on our
website.

Financial Statements

8. In light of the Company`s current period loss and use of cash
in
operations, combined with your history of losses and use of cash
in
operations, it appears you should have tested your long-lived
assets
for recoverability pursuant to paragraph 8 of SFAS 144.  In this
regard, we also note the trend of revenues shifting from on-net to
off-net in the table on page 25.  Please explain to us
management`s
consideration of these circumstances when complying with the
guidance
in SFAS 144.  If you did test your long-lived assets for
impairment,
tell us when and explain to us in detail why an impairment was not
recognized.  If you have not tested your long-lived assets for
impairment explain to us why not.

Interim Financial Statements

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

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

10. We note, as a response to our prior comment 19, your deletion
of
information regarding the exercise price of the warrants.  Rather
than deleting this information to fit the one-page limit, please
consider deleting unnecessary, immaterial and redundant
information,
including unnecessary parenthetical definitions and most of the
information contained in the third paragraph.

Exhibit 5.1

11. Revise the legality opinion to have counsel opine that the
warrants are legal and binding obligations of the issuer.

*	*	*	*

      As appropriate, please amend your registration statement 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	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

??

??

??

??

Mr. Rosen
Fusion Telecommunications International, Inc.
February 9, 2005
Page 2

</TEXT>
</DOCUMENT>