Mail Stop 3561

      December 15, 2005


Thomas A. Murdock
President, CEO
Fonix Corporation
9350 S 150 E, Suite 700
Salt Lake City, Utah  84070

      Re:	Fonix Corporation
      Amendment No. 1 to Form S-1
      Filed December 2, 2005
		File No. 333-129092

		Amendment No. 1 to Form S-1
		Filed December 2, 2005
		File No. 333-129236

		Preliminary Revised Schedule 14A
		Filed December 2, 2005
		File No. 0-23862

Dear Mr. Murdock:

      We have limited our review of your Form S-1, file number
333-
129092, to consideration of your disclosure concerning your equity
line agreement and related matters and have the following
comments.
Note that we are reviewing the other referenced filings only to
the
extent that our comments on your Form S-1 apply to the disclosure
in
those filings.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may or may not raise additional
comments.


Amendment No. 1 to Form S-1, File Number 333-129092

General
1. We note your response to our prior comment number two.
However,
we believe the blackout shares are not ripe for resale, or
registration, at this time because your issuance of the shares is
contingent on, among other things, the instant registration
statement`s not being available for use.  Therefore, please remove
any disclosure that suggests the blackout shares are being
registered
now.  If you actually incur the liquidated damages, and hence, the
blackout shares become determinable, then at that time you may
file a
registration statement covering those shares.
2. We note your response to our prior comment six that "the
natural
person who controls Southridge also shares investment control over
Queen LLC."  We also note that Southridge owns shares of Fonix
preferred stock that convert into Fonix common stock based upon a
floating exchange ratio tied to the market price of the common
stock.
As a result of this floating exchange ratio, we view Queen`s
obligation under the equity line financing as not being
irrevocable
because of its affiliate`s ability to engage in market
transactions
that could indirectly trigger restrictions on Queen`s ability to
receive shares under the equity line financing.  Therefore, we do
not
view the equity line financing as properly structured under
Section 5
of the Securities Act of 1933.  As a result, please withdraw this
registration statement or provide us your analysis as to why Queen
remains irrevocably bound to receive shares under the equity line
financing.

Summary, page 2
3. We note your response to our prior comment number one.  Please
also discuss the following in the summary:

* the aggregate amount of your debt obligations, noting generally
the
kinds of debt involved, including unpaid wages and vendor
accounts;
* that Queen, Southridge and McCormack are controlled by the same
individual; and
* that you have granted a security interest that could equal $x
amount of the proceeds from the seventh equity line.
4. Briefly explain the significance of the McCormack note that you
mention on page four.  Consider tying such explanation to your
discussion on page three of the LTEL acquisition, if appropriate.
5. Please indicate whether The Breckenridge Fund and Southridge
Partners are affiliates or have the same beneficial owners.

Risk Factors, page 8

There is an increased potential for short sales..., page 11
6. Describe to what extent, under the federal securities laws and
the
terms of your Queen equity line agreements, Queen is permitted to
sell short your common stock.

Our primary source of funding recently..., page 12
7. We note your responses to our prior comments six, eleven and
twelve.  Please address any risk to investors if the money from
the
equity line is being used primarily to satisfy debt and other
payment
obligations to McCormack or Southridge, rather than for other
business purposes.  Also address how this situation, including
your
dependence on advances from Queen (which is controlled by the same
individual who controls McCormack and Southridge), could affect
McCormack`s or Southridge`s behavior towards you regarding such
payment obligations-for example, on waivers or forgiveness of
defaults or on debt terms.

Liquidity and Capital Resources, page 40
8. Please describe briefly the events that constitute events of
default under your material agreements, particularly under the
note
payable to McCormack, and the consequences of default.

Equity Lines of Credit, page 46
9. Please also include your response to our prior comment 16 in
the
prospectus.

Selling Shareholders, page 65
10. We note your response to our prior comment six that "the
natural
person who controls Southridge also shares investment control over
Queen LLC."  Please reconcile this statement with your disclosure
on
page 66 of the person who has investment control over Queen.  In
addition, revise the first paragraph of this section regarding the
lack of any relationships between you and any of Queen`s
affiliates
to reflect the transactions with McCormack and Southridge.
11. Given that Queen, Southridge and McCormack are controlled by
the
same individual, address whether the calculation of beneficial
ownership for purposes of the 4.999% ownership limitation
contained
in the equity line agreement or the Series J Preferred Stock
purchase
agreement takes into account those Fonix shares beneficially owned
by
the investor`s affiliates.  For example, indicate whether the
calculation of Queen`s beneficial ownership includes Fonix shares
beneficially owned by Southridge or McCormack.

Amendment No. 1 to Form S-1, File Number 333-129236
12. To the extent applicable, revise to comply with the comments
above.
13. Please provide us with a copy of the assignment agreement
between
Southridge, The Breckenridge Fund and Fonix.

Preliminary Revised Schedule 14A
14. To the extent applicable, revise to comply with the comments
above.
15. Revise the second paragraph under "Proposal No. 3 - Background
of
the Proposed Amendment" to clarify that you may utilize shares
from
the additional authorized increase to satisfy your obligations
under
the seventh equity line agreement.  Also disclose the portion of
the
additional shares that may be used to draw funds under the equity
line.  If you may use all of the additional shares for this
purpose,
please make this clear in your proxy materials.

*	*	*

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      You may contact Cheryl Grant, Staff Attorney, at 202-551-
3359,
or me, at 202-551-3833, with any questions.

      					Sincerely,



      					Michele Anderson
      					Legal Branch Chief




Mr. Murdock
Fonix Corporation
December 15, 2005
Page 5