SecProbe.io

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Mail Stop 0407

      February 11, 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 11, 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.

Management`s Discussion and Analysis, page 22

      Revenues, page 24

1. We note your response to our prior comment four.  Please
confirm
to us that you track off-net revenues by provider only.

Business, page 37

2. We note your response to our prior comment five.  Please advise
us
of your view as to whether the fact that Efonica had dealings in
Libya during the time that Libya was both identified as a state
sponsor of terrorism and subject to OFAC-administered economic
sanctions raises any other considerations, including potential
impact
upon Fusion`s reputation and share value, that would cause
Efonica`s
relationship with the Libyan reseller to be material to Fusion, or
to
pose a material investment risk to Fusion security holders,
notwithstanding the small amount of revenue generated under the
agreement with the Libyan reseller or the fact that the agreement
may
have been entered into and implemented in compliance with all
relevant sanctions.

*	*	*	*

      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 Cheryl Grant, Staff Attorney, at (202) 942-
1916,
or me, at (202) 942-1797, with any 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 11, 2005
Page 2

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