KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT
NUMBER
(212) 715-9149
January 10, 2005
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: iVoice Technology, Inc.
Registration Statement on Form SB-2
SEC File No. 333-120490
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Ladies and Gentlemen:
On behalf of our client, iVoice Technology, Inc. (the "Company"), we
attach herewith for filing with the Securities and Exchange Commission (the
"Commission") via EDGAR Amendment No. 1 to the Company's Registration
Statement on Form SB-2.
We are also filing a Memorandum of Compliance in response to the
comments from the staff of the Commission, with respect to the Registration
Statement on Form SB-2 which was filed via EDGAR with the Commission on
November 15, 2004. Amendment No. 1 to the Registration Statement on Form
SB-2 contains changes made in response to such comments, as well as other
updates and minor changes.
In addition, we are sending courtesy copies of the registration
statement under separate cover to the persons copied below.
If you have any questions, please call the undersigned at (212)
715-9149 or Scott S. Rosenblum at (212) 715-9411.
Sincerely,
/s/ Marilyn Feuer
cc: Mark P. Shumann, Esq.
Daniel Lee, Esq.
Barbara Jacobs, Esq.
Maureen Bauer
Tia Jenkins
Jerome Mahoney
Scott S. Rosenblum, Esq.