SecProbe.io

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Mail Stop 4-6

May 13, 2005

Mr. Jerome R. Mahoney
Chairman of the Board
iVoice Technology, Inc.
750 Highway 34
Matawan, New Jersey 07747

Re:	iVoice Technology, Inc.
	Amendment No. 2 to Registration Statement on Form SB-2
	File No. 333-120490

Dear Mr. Mahoney:

      We have reviewed your amended filing and have the following
comments.

General

1. We note your response to our prior comment no. 23.  Please file
an
amended facing page to your registration statement to register
your
additional shares.  In addition, we note that the first paragraph
of
the front cover of your prospectus states that up to 10,000,000
shares will be distributed as well as your disclosure throughout
your
prospectus that approximately 10,000,000 shares will be
distributed.
Please reconcile or otherwise explain why your disclosure is
sufficient.  We further note your 100,000-for-one stock split as
discussed on page 5.  Please explain how your stock split is
affected
by the additional shares registered.  Please also advise whether
you
plan to provide the distribution ratio prior to effectiveness as
well
as why more specific numbers cannot be obtained once you have
obtained the holders` list.

2. In light of the termination of your equity line of credit and
your
convertible debentures, please advise us of your intent with
respect
to your registration statement on Form SB-2, File No. 333-120608.

Risk Factors

iVoice Technology has in the past and may in the future sell...,
pp.
14-15

3. We note your revised risk factor and your statement that as of
the
date of your registration statement, you have no outstanding
convertible debentures.  Immediately following your statement, you
disclose your $190,000 promissory note which is convertible to
Class
A common stock.  Please clarify your disclosure.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations for the Year Ended December 31, 2004 as
Compared with the Year Ended December 31, 2003, pp. 31-32

4. Please elaborate on your disclosure regarding the $882,042 of
interest and financing costs.  You state that such amount resulted
primarily from debt conversion discounts on the issuance of the
$560,000 in secured convertible debentures.  However, as disclosed
elsewhere in your prospectus, fees with respect to the debentures
were 10% of the principal amount or $56,000.  Please elaborate on
the
debt conversion discounts.  We further note that a significant
portion of iVoice`s interest expense was allocated to you "as a
result of the funding for the loss from operations."  Please
quantify
the allocated amount and further explain your statement.

Liquidity and Capital Resources, pp. 32-35

5. Please disclose the price upon which Class B common stock will
be
exchanged for your obligations under Mr. Mahoney`s employment
agreement.

iVoice Technology`s Management

Employment Agreements, pp. 45-47

6. Please disclose the authority under which Mr. Mahoney would be
required to recuse himself from any discussions or vote regarding
any
potential termination of him.

Federal Income Tax Consequences of the Distribution

7. Please consider including an example of the possible tax
consequences to assist in your disclosure.

Changes in Accountants

8. Item 304(a)(1)(iv)(A) of Regulation S-B requires you to
disclose
whether during the two most recent fiscal years and any subsequent
interim period through the date of dismissal there were any
disagreements, resolved or not, with the former accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s),
if
not resolved to the satisfaction of the former accountant, would
have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.  Please revise.

9. Please file a currently dated letter from your former
accountants
stating whether they agree with your Item 304 disclosures, or the
extent to which they do not agree.  Refer to Item 304(a)(3) of
Regulation S-B.  The letter should be filed as Exhibit 16 to your
amended registration statement.

*              *              *              *

      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.

      You may contact Maureen Bauer at (202) 942-1824, or Tia
Jenkins
at (202) 942-1902, if you have questions or comments on the
financial
statements and related matters.  Please contact Daniel Lee at
(202)
942-1871 with any other questions.  If you need further
assistance,
you may contact me at (202) 942-1818 or Barbara Jacobs, Assistant
Director, at or (202) 942-1800.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Scott Rosenblum, Esq.
	Kramer Levin Naftalis & Frankel LLP
	919 Third Avenue
	New York, New York 10022
	Telephone: (212) 715-9100
	Facsimile:  (212) 715-8000

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