SecProbe.io

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Mail Stop 0407

      							April 29, 2005

Via U.S. Mail and Fax
Mr. Carl R. Ceragno
President and Chief Executive Officer
Communications Research, Inc.
67 Ramapo Valley Road
Suite 103
Mahwah, NJ  07430

	RE:	Communications Research, Inc.
      Form 10-KSB for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		File No. 0-50069

Dear Mr. Ceragno:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents 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.

Form 10-KSB for the Year Ended December 31, 2004

Part II, Item 6. Management`s Discussion and Analysis of Financial
Condition and Results of Operations, page 16

Results of Operations
1. We refer to your discussion of revenue.  It is not clear what
drove the 58% increase revenue from fiscal 2003.  In accordance
with
Item 303 of Regulation S-K, revise to provide a discussion and
analysis of your business as seen through the eyes of those who
manage that business to clearly articulate the underlying drivers
that resulted in the material increases in revenues from 2003 to
2004.  Refer to Item 303 of Regulation S-K and the Commission`s
Interpretive Release on Management`s Discussion and Analysis of
Financial Condition and Results of Operation on our website at:
http://www.sec.gov/rules/interp/33-8350.htm for further guidance.

2. In your narrative explanation of results of operations, you
state
that operating expenses increased by 5% from 2003 to $257,190 in
2004, yet you report operating expenses of $674,268 in your
statement
of operations, a 175% increase from the prior year, with the most
significant change reported in office salaries.  Revise to
describe
the events or transactions that materially affected operating
expenses, and revise other related disclosures such as operating
accordingly.

Part II, Item 7.  Financial Statements, page 18

Consolidated Statements of Operations
3. We note your presentation of depreciation and amortization.  If
your direct costs exclude depreciation and amortization for
property
and equipment that is directly attributable to the generation of
revenue, it is not appropriate to present gross profit since it
results in a figure for income before depreciation, which is
prohibited by SAB Topic 11:B.  Refer to SAB Topic 11:B and revise
your presentation accordingly.

Notes to the Financial Statements

Note 1.  Summary of Significant Accounting Policies
4. We refer to your revenue recognition policy.  Tell us in
sufficient detail how you account for revenue and expense
associated
with the design, installation and any other services that you
provide
to your customers.  Please also tell us if you provide warranties
to
your customers and if so how you account for them.

Note 3.  Related Party Transactions
5. As of December 31, 2004, you report a note receivable from a
related party of $200,000.  Provide us with a description of the
transaction, including all information necessary for an
understanding
of its effects, the nature of the related-party relationship, the
terms and manner of settlement.  Tell us if the loan was made to a
principal owner or a member of that person`s immediate family, and
your basis for determining that it is appropriate to classify this
receivable as a long-term asset, rather than a reduction of
shareholder`s equity or compensation expense.

Part II, Item 8A. Controls and Procedures, page 18
6. Rule 13a-15(b) requires that your certifying officers evaluate
your disclosure controls and procedures as of the end of the
period
covered by the report, rather than as of a date subsequent to the
period covered by the report.  Please amend your Form 10-KSB to
clarify whether your certifying officers concluded your disclosure
controls and procedures were effective as of December 31, 2004,
the
end of the period covered by your Form 10-KSB.  Also, please
include
such conclusions in your future periodic reports.  Please note
that
you may continue to include your certifying officers conclusions
as
to the effectiveness of your disclosure controls and procedures
for
more recent dates too.

7. It is not clear whether, in making their conclusions, your
certifying officers considered all information described in the
definition of disclosure controls and procedures in Exchange Act
Rule
13a-15(e).  In your amendment, clarify whether your certifying
officers concluded that 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
indicate, 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 also do so in your
future periodic reports.

8. Item 308(c) of Regulation S-B requires you disclose any change
in
your internal control over financial reporting identified in
connection with the evaluation required by Exchange Act Rule 13a-
15(d) that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  In your
amendment,
please clarify, if true, that there was no changes in your
internal
control over financial reporting that occurred during your fourth
fiscal quarter in 2004 that has materially affected, or is
reasonably
likely to materially affect, your internal control over financial
reporting.  Please also do so in your future periodic reports.

Signatures and Exhibits 31.1, 31.2 and 32.1
9. We note that the Form 10-KSB is only signed by Mr. Ceragno on
behalf of the company.  Please note that the Form 10-KSB must be
signed by the company, the principal executive officer, the
principal
financial officer, the controller or principal accounting officer
and
at least a majority of the company`s board of directors.  Amend
your
Form 10-KSB to include all the required signatures.  In addition,
the
Form 10-KSB must include certifications signed by both your
principal
executive officer and principal financial officer.  Although Mr.
Ceragno has executed multiple certifications, it is not clear
whether
he has executed the certifications as the company`s principal
financial officer (exhibits 31.2 and 32.1).  In your amended
filing,
please include the appropriate certifications executed by both
your
principal executive officer and principal financial officer.

*    *    *    *

      As appropriate, please amend your Form 10-K and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  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 file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* 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; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Christy Bashaw, Staff Accountant, at (202)
551-
3363 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

							Sincerely,

      /s/

							Larry Spirgel
							Assistant Director
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Mr. Carl R. Ceragno
Communications Research, Inc.
April 29, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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