SecProbe.io

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Mail Stop 4-6

								March 10, 2005

Shimon Citron
Chief Executive Officer
Zone 4 Play, Inc.
103 Foulk Road
Wilmington, DE  19803

	Re:    	Zone 4 Play, Inc.
		Registration Statement on Form SB-2
		Filed on February 11, 2005
		File No. 333-122727

Dear Mr. Citron:

      We have limited our review of the above-referenced Form SB-2
registration statement of Zone 4 Play, Inc. to the selling
shareholder table and the financial statements and have the
following
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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
1. Update the financial statements pursuant to Rule 310(g) of
Regulation S-B prior to effectiveness.
2. Executive Compensation should be provided through fiscal year
2004.  See Corporation Finance Telephone Interp. J. 8B.
3. It appears that First New York Securities is a registered
broker-
dealer.  Revise to disclose that the shareholder is a registered
broker-dealer and state whether the shares were received as
compensation for investment banking services or as investment
shares.
If the shares were purchased as investment shares, First New York
Securities must be named in the prospectus as an underwriter.
Please
advise.
4. We note that Punk, Ziegel & Company, L.P., will be selling
78,200
shares of common stock issuable upon exercise of some warrants of
which 53,200 relate to compensation for investment banking
services.
Please advise as to the source of the other 25,000 shares.

	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.

      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 this action 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 Rule 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.

      Any questions should be directed to Maryse Mills-Apenteng at
(202) 942-1861.  If you need further assistance, you may contact
me
at (202) 942-1800.

								Sincerely,

      			Barbara C. Jacobs
      			Assistant Director

cc:  	Via facsimile:  617-338-2880
      Howard E. Berkenblit, Esq.
      Z.A.G./S&W LLP
      One Post Office Square
      Boston, MA  02109

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