SecProbe.io

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                  (LETTERHEAD OF CAHILL GORDON & REINDEL LLP)

                                 (212) 701-3186
                                                                October 28, 2004

                             Re:      Z-Tel Technologies, Inc.
                                      Amendment No. 2 to
                                      Schedule TO
                                      File No. 005-57653 and
                                      Amendment No. 2 to
                                      Preliminary Proxy Statement
                                      Exchange Act File No. 000-28467
                                      ------------------------------------------

Dear Ms. Chalk:

     On behalf of Z-Tel Technologies, Inc., this letter is provided in
connection with Amendment No. 2 to Z-Tel's Schedule TO ("TO Amendment No. 2")
and Amendment No. 2 to Z-Tel's Preliminary Proxy Statement referenced above
("Proxy Amendment No. 2"). TO Amendment No. 2 and Proxy Amendment No. 2 are
being filed concurrently with this letter by EDGAR transmission. Capitalized
terms used in this letter below have the meanings provided in Proxy Amendment
No. 2.

     I understand from our recent telephone conversations that the staff has the
concerns expressed below with respect to Amendment No. 1 to Z-Tel's Schedule TO
and Amendment No. 1 to Z-Tel's Preliminary Proxy Statement. Responses are
provided below.

I. Schedule TO

     1. Please consider providing the revised fee calculation information
provided in your prior response on your Schedule TO cover page.

     Response: The cover page of TO Amendment No. 2 contains fee calculation
information as per our prior response.

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     2. Please consider providing the name of counsel with whom you discussed
the tax consequences of the Exchange Offer.

     Response: TO Amendment No. 2 references Cahill Gordon & Reindel LLP as the
tax counsel with whom Z-Tel discussed tax consequences of the Exchange Offer.

II. Preliminary Proxy Statement

     3. We are concerned that the Proposed Series D Amendments, the Proposed
Series G Amendments and the reverse stock split proposal are "bundled" proposals
inconsistent with Rule 14a-4(3) and the staff's related interpretations, most
recently expressed in the Fifth Supplement to the staff's Telephone
Interpretation Manual released in September 2004. Please consider providing for
separate votes on each Proposed Series D Amendment and each Proposed Series G
Amendment. Please also consider providing for separate votes on each proposed
reverse stock split.

     Response: Proxy Amendment No. 2 provides for separate votes on each
Proposed Series D Amendment and each Proposed Series G Amendment. As we
discussed telephonically, the reverse stock split proposal has been reformulated
to clarify that it is a single proposal to grant discretionary authority to the
Board of Directors to adopt a reverse stock split within a range of integral
numbers between and including three and eight to one.

     As we discussed, Z-Tel would like to mail its proxy statement on Tuesday,
November 2. Z-Tel very much appreciates your willingness to work with us to try
to accommodate this timeframe. Please do not hesitate to contact me if we can be
of further assistance.

                                                   Very truly yours,

                                                   /s/ Gary A. Brooks
                                                   -------------------------
                                                   Gary A. Brooks

Ms. Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

VIA EDGAR TRANSMISSION

cc:      Mr. Horace J. Davis, III
         Ms. Julie Griffith
         Ms. Mara Ransom

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