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Correspondence Letter

 LAW OFFICES

 BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ

 A PROFESSIONAL CORPORATION

 FIRST TENNESSEE BUILDING

 165 MADISON AVENUE

SUITE 2000

 MEMPHIS, TENNESSEE 38103

 (901) 526-2000

 FACSIMILE

 (901) 577-2303

 JACKIE G. PRESTER

 Direct Dial: (901) 577-8114

 Direct Fax: (901) 577-0762

 E-Mail Address: jprester@bakerdonelson.com

 May 13, 2005

 Mr. Larry Spirgel

Via
EDGAR

Assistant Director

Division of Corporate Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

 VIA EDGAR

Re:
eOn Communications Corporation

 Form 10-K for the fiscal
year ended July 31, 2004

 Filed October 28, 2004

Form 10-Q for the quarter ended January 31, 2005

 Filed March 17, 2005

 File No. 0-26399

 Dear Mr. Spirgel:

 This letter is being submitted in response to the comments of the Staff of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the “Commission”) set forth in your letter dated April 15, 2005 to Mr. Stephen Bowling, the Chief Financial Officer of eOn Communications Corporation (the “Company”), with respect to the above-referenced
reports filed pursuant to the Securities Exchange Act of 1934 (the “Reports”). We are authorized by the Company to provide the responses contained in this letter on behalf of the Company.

 For your convenience, we set forth each comment from your comment letter in
italic typeface and included the Company’s response below it. All page references are to pages of the attachment (the “Attachment”) to this letter, the content of which eOn proposes to incorporate as amendments to the Reports upon
resolution of all comments set forth in your original letter (the “Amendments”).

 ALABAMA

GEORGIA

• LOUISIANA

• MISSISSIPPI

TENNESSEE

• WASHINGTON, D.C.

BEIJING, CHINA

Representative Office,

BDBC International, LLC

 Mr. Larry Spirgel

 May 13,
2005

 Page 2

 Form 10-K for the fiscal year ended July 31, 2004, filed October 28, 2004

 1. We note that, at a minimum, you have a current note payable, operating leases and inventory purchase commitments. Please refer to Item 303(a)(5) of
Regulation S-K and revise to include a tabular disclosure of your contractual obligations.

 Response:

 The Company
will amend its Form 10-K to include a tabular disclosure of its contractual obligations, as set forth on page 1 of the Attachment..

 2. Your discussion of cash flows from operating, investing and financing activities appear to be a mechanical recitation of your cash flow statement,
and does not provide a clear picture of your ability to generate cash and meet existing and known or reasonably likely short- and long-term cash requirements. Refer to Item 303 of Regulation S-K as well as section IV of the Commission’s
Interpretive Release on Management’s Discussion and Analysis of Financial Condition and Results of Operation which is located on our website at: http://www.sec.gov/rules/interp/33-8350.htm. Revise to provide not only a
“discussion” but also an “analysis” of historical information as well as known trends, demands, commitments, events or uncertainties that will result in your liquidity increasing or decreasing in any material way. Your
disclosures should provide insight into the underlying internal and external business factors driving such changes as seen through the eyes of management.

Response:

 The Company will amend its Form 10-K for the year ended July 31, 2004 to expand its discussion and analysis of historical as well as forward looking
information in its cash flows from operating, investing and financing activities. In addition, the Company will amend its Form 10Q’s for the quarters ended October 31, 2004 and January 31, 2005 to make similar disclosures for the first and
second quarters of fiscal year 2005. The amended text begins on page 2 of the Attachment..

 3. Refer to the 8-K filed on 08/13/04 to report the acquisition of Cortelco China. We note that you filed financial statements for Cortelco China for the most recent fiscal year and interim period before the
acquisition. It would appear that you were required to file financial statements for the year ended December 31, 2002 as well since this acquisition exceeds 40% significance. Refer to Rule 3-05(b)(2)(iv) of Regulation S-X and tell us why you believe
you were in compliance with the requirements of Rule 3-05 of S-X.

 Mr. Larry Spirgel

 May 13,
2005

  Page
 3

 Response:

 To determine the filing requirements for eOn’s acquisition of Cortelco
Shanghai, the Company prepared calculations in accordance with Regulation S-X. Regulation S-X Rule 3-05 specifies the following for purposes of applying the significant subsidiary test:

 “The registrant’s and its other subsidiaries proportionate share of the total assets (after company eliminations)
of the subsidiary exceeds 20 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year”

 The Company’s calculation in accordance with Regulations S-X Rule 3-05 follows:

 Cortelco Shanghai total assets at December 31, 2003

$
9,027,000

 eOn Communications Corporation proportionate share acquired

54.14
%

 Proportionate share of total assets of Cortelco Shanghai

$
4,887,218

 Consolidated total assets of eOn Communications, Inc. at July 31, 2003

$
13,434,000

 Proportionate share of Cortelco Shanghai total assets as a percent of total assets of eOn Communications Corporation

36.38
%

 Based upon the above
calculation in accordance with Regulation S-X Rule 3-05, the Company concluded that eOn’s proportionate share of the Cortelco Shanghai total assets acquired represented 36.38% of the Company’s July 31, 2003 consolidated assets of
$13,434,000. The other tests required by Regulation S-X Rule 3-05 were less than 20%. Accordingly, eOn concluded that an audit of Cortelco Shanghai was only required for the most recent year which was December 31, 2003.

 4. Revise your product warranty accounting policy to clarify the scope of
warranties that you offer to your customers and how you account for such warranties.

 Response:

 The Company
will amend its Form 10-K for the year ended July 31, 2004 to clarify the scope of warranties offered to customers and eOn’s accounting for these warranties. The amended text begins on page 5 of the Attachment..

 5. Revise to provide a description of the underlying related party
transactions and the terms and manner of settlement, particularly with respect to the amounts payable to Shanghai Bell and CII.

 Response:

 The Company will amend its Form 10-K for the year ended July 31, 2004 to include a description of the underlying transactions and terms and manner of
settlement. The amended text begins on page 6 of the Attachment..

 6. We note the disclosure in your December 16, 2004 Form 8-K that Grant Thornton had identified, during its audit of your financial statements for the fiscal year ended July 31, 2004, material weaknesses in Cortelco Shanghai’s
internal control over financial reporting. In light of this disclosure and the fact that you acquired a controlling interest in Cortelco Shanghai on June 1, 2004, please amend your Form 10-K to discuss how your certifying officers determined that
your disclosure controls and procedures were “effective to ensure that information required to be disclosed by [you] in reports

Mr. Larry Spirgel

 May 13, 2005

  Page
 4

 that [you] file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms” as of July 31, 2004. As part of this discussion, please specify the processes and
procedures that you had in place for the period covered by the report that enabled the officers to reach the conclusion that your disclosure controls and procedures were effective.

 Please also amend your October 31, 2004 Form 10-Q to include similar disclosure about the period covered by that report.

 Response:

 After further review of SEC rules and interpretations regarding the
definition of “disclosure controls and procedures,” the Company has determined that its disclosure controls and procedures were ineffective as of the period ended July 31, 2004 and October 31, 2004 with respect to the specific internal
control weaknesses identified by its auditors and as described in the Company’s Form 10-K The Company will amend its Form 10-K for the year ended July 31, 2004 and Form 10-Q for the quarter ended October 31, 2004, to describe the ineffective
disclosure controls and procedures, and to describe the steps the Company has taken to remedy the deficiencies. Please see the amended text beginning on page 7 of the Attachment.

 7. Since it is not apparent whether your certifying officers, in making their conclusions in your Form 10-K, considered
all information described in the definition of disclosure controls and procedures in Exchange Act Rule 13a-15(e), please disclose whether your certifying officers concluded, as of the end of the period covered by the report, your disclosure controls
and procedures were effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your certifying officers, to allow timely
decisions regarding required disclosure. See Exchange Act Rule 13a-15(e). Alternatively, you may simply state, if true, that your certifying officers concluded that, as of the end of the period covered by the report, your disclosure controls and
procedures were effective.

 Please provide similar
disclosure concerning your October 31, 2004 Form 10-Q.

 Response:

 Please see response set forth in paragraph 6 above.

 8. We note your statement in the Form 10-K that,
“[o]ther than as described above, there was no change in [y]our internal control over financial reporting during [y]our fourth fiscal quarter…” Note that you may not qualify your conclusion; rather, you should take any changes into
account when making your conclusion about changes in your internal control over financial reporting. Therefore, revise to state, if correct, that there were changes in your internal control over financial reporting that occurred during the quarter
that have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting, and identify the changes. Similarly revise the disclosure

Mr. Larry Spirgel

 May 13, 2005

  Page
 5

 in your October 31, 2004 and
January 31, 2005 Forms 10-Q. See Question 5 of Management’s Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports Frequently Asked Questions (revised October 6, 2004) available on
our web site at http://www.sec.gov/info/accountants/controlfaq1004.htm.

 Response:

 After further review of SEC rules
and interpretations, the Company has revised the disclosure to reflect that there were changes to internal control over financial reporting that occurred during the quarter that have materially affected, or are reasonably likely to materially
affect, its internal control over financial reporting, and has further identified these changes. Please see the amended text beginning on page 7 of the Attachment.

 9. We also note that your chief executive officer and chief financial officer certified, in their Rule 13a-14(a)
certifications, that, based on their knowledge, “the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.” If the actions you have described on page 50 to address the Cortelco Shanghai “internal control issues” are changes in your internal control over financial
reporting, and given the ongoing and/or prospective nature of these actions, please revise your disclosure in Item 9A to explain why your officers believe that the financial statements for the fiscal period covered by the Form 10-K fairly present in
all material respects your financial condition, results of operations, and cash flows. Please provide similar disclosure for each of your October 31, 2004 and January 31, 2005 Forms 10-Q.

 Response:

 Although there were material weaknesses identified, the Company’s evaluation of these weaknesses concluded that they
did not have a material impact on the financial statements. As discussed in our response to comment 6 above, the Company has taken the steps necessary to fairly present the financial statements in all material respects as of and for the periods
presented.

 Form 10-Q for the fiscal quarter ended January 31,
2005, filed March 17, 2005

 10. We note that you
have not disclosed your officers’ conclusions regarding the “effectiveness” of your disclosure controls and procedures. Please revise to include them.

 Response:

 The Company will amend its Form 10-Q to disclose eOn’s officers’ conclusions regarding the “effectiveness” of disclosure controls and
procedures, as reflected on page 11 of the Attachment.

 11. Please indicate whether the “material weakness in the functioning of [your] disclosure controls and procedures” and the “[lack of] controls relating to the monitoring and investigation of intercompany balances and
related differences and elimination of intercompany balances in the

Mr. Larry Spirgel

 May 13, 2005

  Page
 6

 consolidation process”
concern only Cortelco Shanghai. Clarify and describe any material impact that the weakness has had or may have on your financial statements. Also indicate when the weakness and lack of controls began, what steps the company plans to take, or has
taken, to correct them and the specific timeframe for the various remediation efforts. If the weakness or lack of controls existed during the periods covered by your July 31, 2004 Form 10-K and October 31, 2004 Form 10-Q, tell us in your response
letter how you certifying officers reached the conclusion that your disclosure controls and procedures were effective as of the end of the periods covered by those reports.

 Response:

 Please see response in paragraph 6 above. The material weakness relating to the monitoring and investigation of intercompany balances and related
differences and elimination of intercompany balances in the consolidation process relates solely to Cortelco Shanghai. This weakness caused the Company’s loss to be understated by $66,000 in its earnings press release dated March 11, 2005. In
the opinion of management of eOn, the Company’s financial statements as filed in Form 10-Q on March 17, 2005, fairly present in all material respects the financial condition, results of operations and cash flows as of and for the period
presented.

 This weakness commenced with the change in US
Controllers in September, 2004. The following remediation actions have been taken in March and early April 2005:

1.
The Company hired a new Controller

2.
All inter-company accounts receivable and accounts payable are reconciled monthly

3.
The Cortelco Shanghai Quarterly U.S. GAAP financial worksheet will segregate the accounts receivable and accounts payable with eOn as separate line items.

4.
Chief Financial Officer will review each specific consolidation elimination entry.

 The material weakness relating to the monitoring and investigation of inter-company balances and related differences and
elimination of inter-company balances in the consolidation process identified in the Form 10-Q for the quarter ending January 31, 2005 was present at October 31, 2004, but the impact on the financial statements was immaterial.

 If you have any questions regarding the information set forth in this letter,
please feel free to call the undersigned at (901) 577-8114 or Mr. Stephen Bowling at