Mail Stop 3561

      							January 25, 2006


Alon Mualem
Chief Financial Officer
Xfone, Inc.
960 High Road
London N12 9RY
United Kingdom

	Re:  Xfone, Inc.
	Item 4.01 Form 8-K
      Filed January 24, 2006
	File No. 333-67232

Dear Mr. Mualem:

      We have reviewed your filing 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 more
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.

1. Please amend your Form 8-K to cover the interim period from the
date of the last audited financial statements through the date
your
former auditor resigned, declined to stand for re-election, or was
dismissed.
2. Also amend your Form 8-K to specifically state whether your
former
auditor resigned, declined to stand for re-election, or was
dismissed.
3. Your disclosures which speak to whether your former auditor`s
report on your financial statements contained an adverse opinion,
a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles should address
the
past two years.  Your disclosure currently only addresses your
fiscal
year ended December 31, 2004.  Please revise your disclosures to
comply with Item 304(a)(1)(ii) of Regulation S-B.
4. Additionally, your disclosures which speak to whether you had
any
disagreements with your former auditor on any matter of accounting
principle or practice, financial statement disclosure, or auditing
scope or procedure should also address your two most recent fiscal
years as well as any subsequent interim period through the date
that
your former auditor resigned, declined to stand for re-election,
or
was dismissed.  Please revise your disclosures to comply with Item
304(a)(1) of Regulation S-B.
5. To the extent that you make changes to your Form 8-K to comply
with our comments, please obtain and file an updated Exhibit 16
letter from your former accountants stating whether the accountant
agrees with the statements made in your revised Form 8-K.

*    *    *    *

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that 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.



In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Kenya Wright Gumbs at
(202) 551-3373.

								Sincerely,



      Robert S. Littlepage			Accountant Branch Chief




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Alon Mualem
Xfone, Inc.
January 25, 2006
Page 1