SecProbe.io

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Mail Stop 3561
      December 13, 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.
      Registration Statement on Form SB-2
      Filed November 18, 2005
		File No. 333-129809

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 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.

General
1. We recently issued comments relating to the company`s Schedule
14A, filed November 4, 2005 (our comment letter was dated December
2,
2005).  Most of those comments apply equally to the disclosure in
this registration statement.  In addition to revising your proxy
statement, please revise the registration in response to those
comments and address any changes that you make to the registration
statement in your response letter to this comment letter.
2. We note that you are registering the resale of shares of common
stock underlying convertible securities issued to Laurus Master
Fund,
Ltd., Crestview Capital Master LLC, and other investors in private
placements.  Please tell us why you believe these private
placements
were completed prior to the filing of the registration statement
so
that the investors are irrevocably bound to the terms of the
transaction.  For example, if there are no conditions to Crestview
purchasing the convertible note and warrants, other than
effectiveness of this registration statement, why is there an
escrow
agreement?   Also, article 3.1(a) of your funds escrow agreement
with
Laurus stipulates that the escrow agent requires verbal
instructions
from either of two named directors of Laurus to disburse funds to
you.  We note that the company is seeking shareholder ratification
of
both the Laurus and Crestview financings.  Depending on the effect
of
shareholder ratification (precatory v. binding) on each of these
proposals, all conditions to the transaction except filing of the
registration statement may not be satisfied.   It appears that
these
terms provide Laurus, Crestview, and others with the ability to
make
further investment decisions after the filing of the registration
statement.  See Q&A, Current Issues Outline Quarterly Update
(March
31, 2001).  Please note that if any investor is not irrevocably
bound
to purchase shares from you, the private placement has not been
completed and you may not register the resale of those shares
under
this registration statement.  If you choose to renegotiate the
terms
of any financing agreement, you will need to withdraw your
registration statement and re-file after you have completed a new
agreement.

Risk Factors, page 7
3. Several of your risk factor captions generally only refer to
certain risks and how they may "negatively affect" your business,
and
sometimes they are generic in so far as they can apply to many
others
in your industry.  Please revise your risk factor subheadings to
concisely but adequately state the specific nature of each
material
risk and how you will be adverse affected should it occur.  The
following is a partial list of risk factor subheadings that should
be
revised accordingly:
* Terrorist attacks, war, or armed conflict..., page 8;

* Natural disasters and acts of God..., page 8;

* We operate in a highly competitive environment, page 9;

* Our management has significant control over shareholder
matters...,
page 10;

* There is a limited market for our common stock..., page 11.
4. Please add a separate risk factor discussion on any
difficulties
your transactions may have on your complying with the listing
standards of quotation systems.  See, for example, the American
Stock
Exchange`s interpretive materials regarding future-priced
securities.
5. Please consider including a discrete risk factor discussing
how,
due to the issuances of common stock under the agreement with
Laurus,
Crestview, and others, the market price of your shares could fall
as
a result of either sales of a large number of shares of your
common
stock in the market, or the perception that such sales may occur.
In
addition, even though the selling shareholders may not engage in
short sales of your common stock as long as its convertible term
note
is outstanding, the falling share price could provide an incentive
to
other investors to engage in short sales, which might further
contribute to a continued price decline of your common stock.  As
a
result, besides a decreased stock price, you could face
difficulties
in acquiring additional financing.  Please include appropriate and
specific disclosure.

If we are not able to obtain financing as we grow our business...,
page 8
6. Please state whether you intend to rely upon issuances of
convertible securities as the primary or sole means of obtaining
financing as you have done recently.

Other Risk Factors, page 11
7. All material risks should be highlighted in the prospectus.
Rather than include a "catchall" risk factor, revise to include
specific risk factors that highlight all material risks and
uncertainties attendant to your business.

Use of Proceeds, page 12
8. You state that you have received a total of $4,212,500.00 from
the
sale of restricted shares of securities to Crestview and Laurus,
and
that you will receive a total of $8,079,701.30 from the exercise
of
the warrants and options if and when all are exercised.  However,
in
the second column you state that you will receive only an
aggregate
of $11,847,357.50 from both sources.  Please revise or advise.
9. Please indicate the dollar amount you intend to use for each
stated purpose and the priority of each purpose, if you do not
receive all the proceeds.  Refer to Item 504 of Regulation S-B.
Management`s Discussion and Analysis, page 14
10. Please quantify the total amount of your indebtedness, state
the
total amount overdue, and disclose your debt service requirements
for
the next 12 months.  In addition, discuss any default on financial
covenants in the past and your ability to satisfy your debt
repayment
obligations in the future.
11. On page 29, please identify the six additional investors with
whom you entered into the $1.21 million deal.  Please discuss the
material terms of the contract and file the contract, if signed,
as
an exhibit.  We may have further comments.
12. Discuss the company`s ability to pay cash instead of stock
upon
conversion of the Laurus convertible note (Section 2.1(b) of the
Secured Convertible Term Note).

Selling Stockholders, page 53
13. Article 2.1 of your securities purchase agreement with
Crestview
(exhibit 10.58) stipulates that each purchaser agrees to buy
common
stock and warrants in an amount not exceeding 19.99% of your
issued
and outstanding common stock.  Similarly, article 3.2 of your
secured
convertible term note agreement with Laurus (exhibit 10.50) states
that at no time the number of shares of your common stock held by
Laurus should exceed 19.99% of the outstanding shares of your
common
stock.  Please clarify whether this restriction limits either
investor`s beneficial ownership of the company to 19.99% (or just
for
shares issued in their respective transactions).
14. We note in your securities purchase agreement with Laurus
(article 4.25 of exhibit 10.49) that you are obligated to issue
shares of common stock upon conversion of the note and the
exercise
of the warrant despite the dilutive effects of such issuance on
the
ownership interests of your shareholders.  To allow investors to
better understand the dilutive effects of the convertible
securities,
please include a tabular chart showing the number of shares
issuable
pursuant to the Laurus and any other applicable agreements
assuming
you issue shares of common stock at the current market prices, and
at
75%, 50%, and 25% of the current market price.

Transaction Overview, page 54
15. For each transaction, please revise to discuss in reasonable
detail the material terms of the agreement, including, but not
limited to, the following aspects:
* a detailed disclosure on the terms of the agreements (e.g.
company
obligation to pay monthly amount in cash instead of stock with
respect to convertible note - Section 2.1(b)), 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 agreements, and
whether there exist any constraints on your ability to sell shares
to
the investors.

Related Agreements, page 55
16. Please identify the ten entities to whom you sold securities
and
disclose the total number and types of securities you sold and the
dates of sale.  Also, discuss the circumstances underlying the
transactions.

Plan of Distribution, page 60
17. In your response letter, please confirm that all the selling
shareholders, like Laurus and Crestview, are prohibited from
entering
into short position or other forms of hedges in your common stock
before the effectiveness of this registration statement.  If any
selling shareholder may enter into short or hedge positions in
your
shares after effectiveness, identify  this ability in the
prospectus.
Please note that creating short positions or similar hedges, with
the
intent of delivering registered shares before the resale
registration
statement`s effectiveness, is inappropriate under Section 5 of the
Securities Act as the shares underlying the short sales or hedges
are
deemed to be sold at the time such sales or hedges are made or
created.
Where You Can Find Additional Information, page 63
18. Please change the street address of the Commission to 100 F.
Street, N.E., Washington D.C. 200549.

Item 27.  Exhibits, page II-18
19. Please file all appendices, schedules, annexes, and exhibits
to
the agreements on EDGAR.  For example, it does not appear that you
have filed exhibits A, B, and C to Exhibit 10.49.
20. You have not adequately described each agreement that you have
filed as an exhibit in the exhibit index.  For example, an
investor
cannot ascertain from reading the exhibit list the identities of
your
co-parties in the agreements that you have filed as Exhibits
10.58,
10.59, 10.60, and so on.  Nor are the dates of the agreements
provided for exhibits 10.45, 10.46, and so on.  Please revise.
Item 28.  Undertakings, page II-21
21. In your amended filing, please revise to include the new
undertakings which became effective on December 1, 2005.  See
Questions 3 through 6 in Securities Offering Reform Transition
Questions and Answers, which is available on our web site at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm.  See new
Item
512(a)(4) and 512(g) of Regulation S-B, which were adopted in
Securities Offering Reform, Release No. 33-8591 (July 19, 2005),
which is available on our web site
http://www.sec.gov/rules/final/33-
8591fr.pdf.

Signatures, page II-23
22. Please provide the signatures of your controller or principal
accounting officer and at least the majority of the board of
directors or persons performing similar functions.

Exhibit 5
23. Your counsel`s legal opinion covers only 4,108,983 shares
while
you are offering for resale an aggregate of 4,109,483 shares of
common stock.  Please advise us or file a corrected opinion.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  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
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 the filing includes all information required under
the
Securities Act of 1933 and 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      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 13, 2005
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