Mail Stop 3720
      February 7, 2006

Guy Nissenson
President and Chief Executive Officer
XFone, Inc.
c/o Swiftnet Limited
Britannia House, 960 High Road
London N12 9RY, United Kingdom

      Re:	XFone, Inc.
		Amendment No. 3 to Preliminary Proxy Statement on
Schedule
14A
		Filed February 2, 2006
      File No. 1-32521

Dear Mr. Nissenson:

      We have limited our review of your filing to those issues we
have addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Proposals III and IV:
1. We note your response to our prior comment 1.  Your added
disclosure does not provide any substantive detail as to the
negotiations leading up to the execution of the merger agreements
for
both acquisitions.  Rather than simply saying that "substantial
negotiations" occurred between the parties during 2004 and 2005
and
that both agreements were amended subsequent to Hurricane Katrina
"to
induce" the company not to terminate the merger agreements,
explain
in specific detail how the material terms of the merger agreements
(e.g. price, reps and warranties, etc.) evolved over that period
of
time.  Merely referring to agreements for further detail without
highlighting the material provisions of those agreements is not
sufficient.

Statement of Additional Information, page 33
III. Recent Events, page
2. Please refer our prior comment 2.  Please discuss specifically
how
any change to the initial conversion price of the Laurus note may
adversely affect the interest of your unaffiliated common
shareholders.

* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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.

      Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
551-
3333, or me at (202) 551-3810 with any other questions.


Sincerely,



Larry Spirgel
      Assistant Director


cc:	Arthur S. Marcus, Esq.
	Gersten Savage LLP
	Fax: (212) 980-5192



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Guy Nissenson
XFone, Inc.
February 7, 2006
Page 1