February 9, 2005

Postal Code 20549-0303

Via Facsimile (801) 415-3500 and U.S. mail

Jeffrey M. Jones, Esq.
Durham Jones & Pinegar
111 East Broadway, Suite 900
Salt Lake City, Utah 84111

Re:	Fonix Corporation
	Schedule TO-I
	filed January 20, 2005
	File No. :  005-47375

Dear Mr. Jones:

	We have the following comments on your filing.

Offer to Exchange

Procedures for Tendering Options, page 17

1. We note your disclosure that you may waive any condition of the
offer for any particular tendering option holder.  Reserving the
right to waive a condition of the offer as to only particular
tendering option holders raises issues under Rule 13e-4(f)(8) and
other wise. Please revise here and throughout the offer to
purchase, where similar language appears.

Withdrawal rights and change of election, page 18

2. Please revise the last sentence of the second paragraph in this
section to clarify that you intend to accept options promptly
after the expiration of the offer, and, if the offer is extended, that
you expect to afford option holders withdrawal rights through the
extended expiration date.

Conditions of the Offer, page 20

3. Your statement that you may assert a condition regardless of
the circumstances giving rise to the event or events, including any
act or omission to act by the company, renders the offer illusory.  A
tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions have been satisfied.  With this in mind, amend the first
paragraph of this section to exclude actions or omissions to act by the
bidder.

Financial Statements, page 25

4. We note that you incorporate by reference the financial
information required by Item 1010(a) of Regulation M-A.  Item
1010(c) requires that at least a summary of that information be
disseminated to option holders.  See Instruction 6 to Item 10 of
Schedule TO and Regulation M-A telephone interpretation H.7, available
at www.sec.gov in the July 2001 Supplement to the Division of Corporation
Finance`s Manual of Publicly Available Telephone Interpretations.  In
addition, please advise us as to how you plan to disseminate the summary
information.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments
is inappropriate; provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1762 if you have
any questions.


Sincerely,



Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions