COVER 4 filename4.txt KRAMER LEVIN NAFTALIS & FRANKEL LLP MARILYN FEUER SPECIAL COUNSEL PHONE 212-715-9149 FAX 212-715-8000 MFEUER@KRAMERLEVIN.COM August 3, 2005 VIA EDGAR AND FEDERAL EXPRESS ----------------------------- Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: iVoice Technology, Inc. Form SB-2 SEC File No. 333-120490 ------------------------ 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, pursuant to Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 101(a) of Regulation S-T, Amendment No. 5 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, and Amendment No. 4 thereto which was filed on July 28, 2005. Amendment No. 5 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 Marilyn Feuer cc: Mark P. Shumann, Esq. Daniel Lee, Esq. Barbara Jacobs, Esq. Maureen Bauer Tia Jenkins Jerry Mahoney Scott S. Rosenblum, Esq.