SecProbe.io

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Mail Stop 3561
      December 2, 2005

Guy Nissenson
President and Chief Executive Officer
XFone, Inc.
c/o Swiftnet Limited
Britannia House, 960 High Road
London N12 9RY, United Kingdom

      Re:	XFone, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed November 4, 2005
      File No. 1-32521

Dear Mr. Nissenson:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. Please file your proxy card with your revised filing.  Because
the
proposed acquisitions and additional financing are described
together, it is not clear from the disclosure in your proxy
statement
whether shareholders will be afforded the opportunity to
separately
vote on each acquisition and the additional financing.  In
addition
to ensuring that each transaction is presented separately on your
proxy card, revise the proxy statement disclosure to present each
as
a separate proposal.

Proposal III.  Acquisitions and Financing Approval, page 32
2. Please tell in your response letter what exemption from
registration you are relying upon for the issuance of the
securities
for both acquisitions.  Include factual support for such reliance.
3. Please include information on XFone, Inc. as required by Part B
of
Form S-4 and on I-55 Internet Services, Inc. and I-55
Telecommunications, LLC as required by Part C of Form S-4.  Refer
to
paragraphs (c)(1) and (c)(2) of Schedule 14A.  In addition,
provide
the information for each of the parties to the transactions as
required by paragraph b of Schedule 14A.  Please note that the
financial statements of all companies need to be updated as of
September 30, 2005 and include with them the reports of the
independent public accountants.

Proposal IV.  Ratification of Financial Transactions, page 33
4. You have not provided adequate information on the three
financial
transactions (two transactions to be ratified and the additional
financing).  For each of the three financing agreements, please
disclose the material terms in reasonable detail, including, but
not
limited to, the following aspects:

* a detailed disclosure about the terms of the agreements,
identification of the investors and the circumstances of their
signing and the issuance of shares under the agreements;

* a balanced discussion on the advantages and detriments as a
result
of the transactions, including the potential dilutive effects of
the
transactions on the current holdings of your unaffiliated common
shareholders, and the potential depressive effects on the market
price of your common stock;

* a statement whether the investors have other convertible or
exercisable instruments that are tied to the market price of your
common stock; and

* an analysis of whether the investors are irrevocably committed
to
purchase the shares of common stock underlying the agreement, and
whether there exist any constraints on your ability to put shares
to
the investors.

	In addition, please file all appendices to the agreements,
including the escrow arrangements.

5. Revise the disclosure to explain why you are seeking
shareholder
ratification of these financings as opposed to seeking shareholder
approval of the additional financing.  Explain the legal
significance
to the company of ratification versus approval.

Statement of Additional Information

Recent Events
6. You indicate that the acquisition of I-55 Telecommunications
"has
not been consummated yet."  What is the point of this statement in
a
document soliciting shareholder approval since shareholder
approval
is required for consummation of this acquisition?

Management`s Discussion and Analysis or Plan of Operation
7. Although your financial statements are prepared in British
pounds,
the proxy statement will be provided to your U.S. shareholders.
Therefore, for ease of reference, include U.S. dollar figures
whenever you present financial results in British pounds.
8. Clarify whether your revenue growth during the periods
presented
has been primarily attributable to your acquisitions or to organic
growth.
9. Include a discussion of your line items, including, operating
expenses and net income, for your interim financials periods being
presented (9/30/04 and 9/30/05).  We particularly note that the
company`s net income has declined over the periods being
presented.
In addition, provide dollar amounts (not just percentages of
revenues) for these items for both your interim and year-end
results
in the tables being presented.
10. We note the statement that "approximately 600,000
pounds...would
be required to become operational in each new country."  Disclose
whether you have any present plans to become operational in any
new
countries.
11. Expand the disclosure concerning your pending legal matters to
indicate whether your settlement with BellSouth is expected to
have a
material adverse effect on your operations or financial condition.

* * * * *

      As appropriate, please amend your filing 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 information.  Detailed cover letters
greatly
facilitate our review.  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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
551-
3333, or me at (202) 551-3810 with any other questions.

Sincerely,

Larry Spirgel
      Assistant Director

cc:	Arthur S. Marcus, Esq.
	Gersten Savage LLP
	Fax: (212) 980-5192

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Guy Nissenson
XFone, Inc.
December 2, 2005
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