SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

							June 30, 2005

Via U.S. mail

Mr. Guy Nissenson
Chief Executive Officer
Xfone, Inc.
c/o Swiftnet Ltd. Britannia House
960 High Road
London, United Kingdom N129RY

	Re:	Xfone, Inc.
		Form 10-KSB, for the fiscal year ended December 31, 2004
      Filed March 31, 2005
		File No. 333-67232

Dear Mr. Nissenson:

      We have reviewed the above filing and have the following
comment.  Please be as detailed as necessary in the explanation
you
provide for this comment.  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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General -

We note that on page 7 of your 10-KSB you state that you have
customers in, among other places, Iran and North Korea.  In light
of
the fact that Iran and North Korea have been identified by the
U.S.
State Department as state sponsors of terrorism, and are subject
to
economic sanctions administered by the U.S. Treasury Department`s
Office of Foreign Assets Control, please describe for us the
extent
of your operations in, or contacts with, Iran and North Korea; the
materiality to you of any such operations or contacts; and your
view
as to whether those operations or contacts constitute a material
investment risk for your security holders.  In preparing your
response please consider that evaluations of materiality should
not
be based solely on quantitative factors, but should include
consideration of all factors, including the potential impact of
corporate activities upon a company`s reputation and share value,
that a reasonable investor would deem important in making an
investment decision.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      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 the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comment, 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.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Larry Spirgel
		Assistant Director
		Division of Corporation Finance

</TEXT>
</DOCUMENT>