eLEC COMMUNICATIONS CORP.
75 South Broadway, Suite 302
White Plains, New York 10601
June 1, 2005
Division of Corporation Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Larry Spirgel (Fax - 202-772-9206)
Re: eLEC Communications Corp.
Registration Statement on Form SB-2
File No. 333-123696
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Ladies and Gentlemen:
eLEC Communications Corp. (the "Company") hereby requests that the
effectiveness of its Registration Statement on Form SB-2, File No. 333-123696
(the "Registration Statement" ), be accelerated so that the Registration
Statement will become effective by 10:00 a.m., New York City time, on Friday,
June 3, 2005, or as soon thereafter as is practicable.
In connection with this request, the Company hereby acknowledges that:
1. should the Securities and Exchange Commission (the
"Commission") or the Commission staff, acting pursuant to
delegated authority, declare the Registration Statement
effective, the Commission shall not be foreclosed from taking
any action with respect to the Registration Statement;
2. the action of the Commission or the Commission staff, acting
pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the
disclosures in the Registration Statement; and
3. the Company may not assert the acceleration of the
effectiveness of the Registration Statement pursuant to this
request as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of
the United States.
Please notify Eric M. Hellige of Pryor Cashman Sherman & Flynn LLP at
212-326-0846 when the Registration Statement is declared effective.
Very truly yours,
eLEC COMMUNICATIONS CORP.
By: /s/Paul H. Riss
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Name: Paul H. Riss
Title: Chief Executive Officer