Room 4561
						December 20, 2005

John Birbeck
President and Chief Executive Officer
CTI Group (Holdings), Inc.
333 North Alabama Street, Suite 240
Indianapolis, IN 46204

Re:	CTI Group (Holdings), Inc.
	Form 10-KSB for Fiscal Year Ended December 31, 2004
	Form 10-QSBs for Fiscal Quarters Ended
      March 31, 2005, June 30, 2005 and September 30, 2005
	File No. 0-10560

Dear Mr. Birbeck:

      We have reviewed your response letter dated October 21, 2005
and have 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 comment, 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.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Statements of Operations, page 31

1. We note your response to our prior comment no. 1. While we
understand that you do not currently present a gross margin
calculation, we believe the gross margin can be easily calculated
from the face of the consolidated statement of operations and
under
the FASB Staff Implementation Guide, Question 17 of the Statement
86,
the amortization related to capitalized software should be
included
in cost of sales or separately quantified to allow a reader to
make
such determination.  Tell us the amount of amortization expense
from
capitalized software for the periods presented.

Note 1 - Description of Business and Summary of Significant
Accounting Policies, Basic & Diluted Income/(Loss) per Common
Shares,
page 37

2. We have reviewed your response to prior comment no. 3; however,
we
continue to believe that paragraph 61(d) of SFAS 128 requires that
you present basic and diluted earnings per share for each class of
common stock.

3. You indicate in your response to prior comment no 4 that due to
the speculative nature of patents that are included in the value
of
Tacking LLC, you are unable to reasonably estimate the value of
Tracking LLC and calculate the conversion of 2,833,334 shares of
Class B common stock into Class A common stock.  You also indicate
that this conversion "will result in a material dilution to
holders
of Class A common stock."  We do not believe it is appropriate to
exclude the dilutive impact of Class B shares in the calculation
of
fully diluted Class A net income (loss) per shares.  While there
are
a number of uncertainties in the estimation process for Tracking
LLC,
it appears such estimation is required to present earnings per
share
in accordance with SFAS 128.  While we understand that there is
significant subjectivity, judgment and uncertainty involved in
estimating the value of Tracking LLC, that information should be
presented and disclosed in your critical accounting policies and
estimates in MD&A.  In this regard, you should disclose the
methodology and assumptions underlying your estimates, the effect
the
accounting estimates have on your financial presentation and the
effect of changes in those estimates.

Form 10-QSB for Fiscal Quarter Ended September 30, 2005

Item 3. Controls and Procedures, page 23
4. We note your response to our prior comment no. 6.  Please
revise
your future filings to clarify that your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed on the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officers and chief
financial officer, to allow timely decisions regarding required
disclosures.  See Exchange Act Rule 13a-15(e).

	As appropriate, please amend your filing and respond to this
comment within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your response to our comments.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Lisa Mitrovich, Assistant Chief Accountant at (202) 551-3453 or me
at
(202) 551-3730 if you have questions regarding these comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
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Mr. John Birbeck
CTI Group (Holdings), Inc.
December 20, 2005
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