[LETTERHEAD OF IDT SPECTRUM, INC.]




                                                     December 19, 2005

VIA EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549

         Re:      IDT Spectrum, Inc.
                  Request to Withdraw Registration Statement on Form S-1
                  File No. 333-127906

Ladies and Gentlemen:

                  In accordance with Rule 477 under the Securities Act of 1933
(the "Securities Act"), IDT Spectrum, Inc. (the "Registrant") hereby
respectfully requests withdrawal of the above-referenced registration statement
on Form S-1, as amended (the "Registration Statement"), together with all
exhibits thereto, with such withdrawal to be effective as of the date hereof or
as soon as practicable hereafter, on the grounds that such withdrawal is
consistent with the public interest and the protection of investors as
contemplated by paragraph (a) of Rule 477.

                  The Registrant has determined, due to market conditions, not
to proceed at this time with the registration and sale of the Registrant's Class
B common stock, par value $0.01 per share (the "Common Stock"), as contemplated
by the Registration Statement. The Registrant confirms that no shares of the
Common Stock have been or will be issued or sold pursuant to the Registration
Statement.

                  The Registrant reserves the right to undertake one or more
subsequent private offerings in reliance on Rule 155(c) of the Securities Act.
The Registrant also requests in accordance with Rule 457(p) of the Securities
Act that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited for future use.

                  If you have any questions with respect to this request, please
call Lawrence G. Wee, Esq. of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
counsel to the Registrant at (212) 373-3052.

                                                     Sincerely,

                                                     IDT SPECTRUM, INC.

                                                     By: /s/ Joyce J. Mason
                                                         -----------------------
                                                         Name:  Joyce J. Mason
                                                         Title: Secretary



cc:   Lawrence G. Wee, Esq.
          Paul, Weiss, Rifkind, Wharton & Garrison LLP
      Mark S. Selinger, Esq.
          McDermott Will & Emery LLP