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      SEC Response Letter

    December
      19, 2005

    United
      States

    Securities
      & Exchange Commission

    Mail
      Stop
      3561

    Washington,
      D.C. 20549

    Attention:
      Pradip Bhaumik, Attorney Advisor

    Dear
      Mr.
      Bhaumik:

    Enclosed
      on behalf of Xfone, Inc., please find Amendment No. 1 to the Preliminary Proxy
      Statement, which has been revised to respond to your comments. Please note
      that
      we have eliminated the proposals seeking ratification of the previous financings
      since shareholder approval is not required (by State law or Amex rules) for
      such
      financings. We would also like to note that the acquisitions that approval
      is
      being sought on are not required by state law but rather only the AMEX rules
      and
      that the Company’s officers and directors and their affiliates have sufficient
      voting power to approve all matters on which approval is sought. However,
      company counsel has recommended that the Company obtain shareholder approval
      at
      a special meeting as opposed to pursuant to an information
      statement.

    Our
      responses to your comments of December 2, 2005 are numbered to correspond to
      the
      comments.

    1. Included
      in the filing is the proxy card. As you will note on the proxy card and the
      revised proxy statement, each item has been separated and shareholders can
      clearly determine what they are voting on. The acquisitions and the financing
      are presented as three separate proposals.

    2. The
      Company is relying on Regulation D with respect to each of the acquisitions.
      There was only one owner of I-55 Telecommunications who is directly involved
      in
      the business. There are a total of twelve shareholders of I-55 Internet. These
      shareholders, who voted independently to approve the acquisition, were provided
      extensive information on the Company, consisting of all public filings. The
      Company believes that the issuance of the shares in both acquisitions is exempt
      from registration under Regulation D.

    3. As
      per
      our conversation of December 7, 2005, please note that all information on Xfone,
      Inc. required by Part B of Form S-4 has been provided. Specifically, in the
      Section entitled Additional Information, we have provided a description of
      the
      business, description of property, description of legal proceedings, financial
      statements of the Registrant meeting the requirements of Regulation S-X and
      the
      MD&A information. Please note that we are also including the Registrant’s
      Form 10-K and most recent Form 10-Q for the reader, which also contains all
      of
      the applicable information with respect to the Registrant. We have amended
      the
      Proxy to include the information on I-55 Internet Services, Inc. and I-55
      Telecommunications, LLC as would be required by Form S-4. In Appendix B and
      C,
      we have included the respective audited financial statements for the year ended
      December 31, 2004, as well as the unaudited nine month stub period, Management’s
      Discussion and Analysis of such financial results and a general business
      description of each entity. The end of the year financials both contain the
      Independent Auditor’s Report. The stub period is not audited as per Regulation
      S-X .

    4. Please
      note that we have eliminated the proposal seeking ratification of the previous
      two financings. With respect to the financing for which approval is being
      sought:

            (a)

              We
                have provided detailed disclosure on the terms of the agreements,
                identified the investors and how many shares will be issued in the
                financing;

            (b)

              We
                have added a discussion of the advantages and disadvantages of the
                transaction. Please note that although the financing would result
                in a
                slight reduction in the percentage of shares owned by non-affiliated
                common stockholders (and incidentally to the percentage held by insiders)
                the financing would be accretive from an economic dilution prospective
                (net tangible assets per share). We have also added language to disclose
                the potential depressive effect of the issuance on the market price
                of the
                Company’s common stock.

            (c)

              Please
                note that the shares are offered at a fixed price, not a floating
                price
                tied to the market. The warrants also have a fixed exercise price;
                and

            (d)

              The
                investors have entered into the agreement and are committed to purchase
                the shares. This is not an equity line and accordingly there are
                no put
                arrangements. This is a straight stock sale with a warrant
                kicker.

    The
      agreement (including all its appendices), which was also filed in an 8-K, is
      included in its entirety in Appendix E to the revised proxy
      statement.

    5.
      As
      you
      will note and as is discussed previously we have eliminated the proposal seeking
      ratification of the two prior financings.

      6.
        We
        have
        eliminated the statement.

        7.
          At
          your
          request, we have revised the proxy to include U.S. dollar figures.

          8.
            We
            have
            added disclosure addressing your comment.

      9.
        We
        have
        revised the MD&A disclosure to address your
        comment.

          10.
            The
            Company has no present plans to become operational in any new countries.
            We have
            added disclosure to this effect.

            11.
              The
              BellSouth settlement is not expected to have a material adverse effect
              on the
              Company’s operations or financial condition. We have added disclosure to this
              effect.

    In
      reviewing our revised filing please feel free to call me if you have any
      questions. As discussed on our call, your cooperation in allowing us to mail
      a
      definitive proxy as soon as possible would be greatly appreciated as the Company
      faces potential financial ramifications in the event that it cannot get approval
      on a timely basis.

              Sincerely,

              By:
              /s/ Arthur
                S.
                Marcus, Esq.

              Title Arthur
                S. Marcus, Esq.