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                                                 438 East Katella Ave, Suite 217
Elephant Talk                                    Orange, California 92867
   Communications, Inc.                          Tel: (714) 288 1570
              OTC: ETLK                          Fax: (714) 288 2045

June 28, 2005

Via fax: (202) 772-9205
-----------------------

Mr. Dave Walz
United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549

         Re:     Elephant Talk Communications, Inc.
                 Form 10-K for the fiscal year ended December 31, 2004 Filed
                 April 1, 2005
                 File No. 0-30061

Dear Mr. Walz:

We received your correspondence dated June 20, 2005 requesting additional
information or explanations to certain items contained in the above referenced
filing.

Attached please find the Company's responses to your queries. Please let me know
if you need any further clarifications.

Sincerely,

Manu Ohri
Chief Financial Officer

Attachments

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Response to June 20, 2005 Comment Letter

General

Comment 1
---------

The Company acknowledges that

   o   the  Company  is  responsible  for  the  adequacy  and  accuracy  of  the
       disclosures in the filings;
   o   the SEC staff  comments  or changes to  disclosure  in  response to staff
       comments  do not  foreclose  the  Commission  from taking any action with
       respect to the filings;
   o   the Company may not assert staff  comments as a defense in any proceeding
       initiated by the  commission  or any person under the federal  securities
       laws of the United States.

Comment 2
---------

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the  Company's  disclosure  controls  and  procedures  were as of the end of the
period  covered by the filing of this  report,  and believe  that the  Company's
disclosure  controls and procedures  are effective in ensuring that  information
required to be disclosed is accumulated and communicated to management including
our CEO and CFO to allow timely decisions regarding required disclosures.  There
have been no changes in Company's  internal  control over  financial  reporting,
that  occurred  during  the  fiscal  year that has  materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

The Company  agrees to comply with the above  provisions in our future  periodic
reports.

Comment 3
---------

During  the fiscal  year ended  December  31,  2003,  the  Company  provided  an
allowance for bad debts of $400,000 against the amount receivable from an entity
for which the Company had  guaranteed the debt payable to a bank. The entity was
in default in making monthly loan payments.  Therefore, the Company reserved the
entire amount of loan as uncollectible for the year ended December 31, 2003.

The Company recorded $0 in provision for bad debts for the period ended December
31, 2004. Upon review of our statement of cash flows for the year ended December
31, 2004,  we  discovered  that the Company made an error in properly  stating a
change in operating liabilities in its cash flows from operating activities. The

<PAGE>
Company stated on the cash flow statement that it recorded $500,000 in provision
for bad debts  whereas it should have been  reflected  as a change in  operating
liabilities in cash  overdraft.  Attached  please review a revised  Consolidated
Statement  of Cash Flows for the year  ended  December  31,  2004.  The  Company
believes that this will not have a material  affect on its financial  statements
for the year ended December 31, 2004.

Comment No. 4
-------------

The Company  records  its  revenues  and cost of  revenues in the gross  amounts
billed to its  customers  in  accordance  with EITF  Issue No.  99-19 due to the
following:

   o   The Company is the primary obligor in the transaction

   o   The Company has the ability to establish selling price to its customers

   o   The Company  uses  several  carriers to fulfill its  transactions  to its
       customers

   o   The  Company  determines  the  amount of time sold and the price of those
       transactions.

The Company  derives its  revenues  from the sale of minutes of calling time via
sale of its prepaid  calling cards.  Revenue is deferred upon  activation of the
calling cards and is recognized as the prepaid calling card balances are reduced
based upon  minute  usage,  imposition  of  administrative  fees,  or no further
obligations exist with respect to a calling card.

Deferred  revenues  represent amounts received from its customers for the unused
minutes of the prepaid  calling  cards sold to its  customers  since the Company
recognizes revenues only on the usage of the minutes.

Comment No. 5
-------------

We agree to improve our  disclosure  to make it further  clear the  relationship
between  the  note  payable  by the  Company  and the  notes  payable  that  are
guaranteed by the Company.

Comment No. 6
-------------

During 2003, the Company obtained three  installment loans amounting to $808,975
and recorded them as Notes payable upon obtaining the funding from the bank. The
Company  recorded the debit to "Bank  account" when cash received by the Company
from the bank. The Company  recorded a debit to "Due from related  parties" when
the funds  obtained by related  parties were  guaranteed  by the Company with an
offsetting  credit to Note Payable.  As of December 31, 2004,  the Company had a
balance  payable  to the  bank in the  amount  of  $626,566  against  the  three
installment notes that was guaranteed by the Company and the three shareholders.

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