May 17, 2005

Via U.S. Mail and Facsimile
Paul H. Riss
Chief Executive Officer
eLEC Communications Corp.
75 South Broadway, Suite 302
White Plains, NY 10601


      Re:	eLEC Communications Corp.
Amendment No. 1 to the Form 10-KSB for the fiscal year ended
November
30, 2004
      	Filed April 26, 2005

      	Form 10-QSB for the quarter ended February 28, 2005
      	Filed April 19, 2005
      	File No. 0-04465

Dear Mr. Riss:

	We have reviewed the above referenced filings and your April
26,
2005 response letter and have the following comments.  We have
limited our review to only the issues addressed below and will
make
no further review of your documents.  As such, all persons who are
responsible for the adequacy and accuracy of the disclosure are
urged
to be certain that they have included all information required
pursuant to the Securities Exchange Act of 1934.  Where indicated,
we
think you should revise your Forms 10-KSB and 10-QSB in response
to
these comments within 10 business days from the date of this
letter.
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.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




First Amendment to the Form 10-KSB for the fiscal year ended
November
30, 2004

Item 8A. Controls and Procedures
1. Your conclusion as to the effectiveness of disclosure controls
and
procedures should clearly state that they either are or are not
effective.  Therefore, revise to remove your statement that
"except
as set forth in paragraph (b) below," your disclosure controls and
procedures are effective.

Form 10-QSB for the quarter ended February 28, 2005
2. Please revise to provide an unqualified opinion that your
disclosure controls and procedures either were or were not
effective
(at the reasonable assurance level) as of the end of the quarter
covered by the report.  For example, your statement that the
deficiencies identified by your auditor "could cause our
disclosure
controls and procedures to be less effective at a reasonable
assurance level than was desirable" does not clearly convey the
conclusions of your principal executive officer and principal
financial officer.
3. Your disclosure about changes in internal controls should state
whether or not there were any changes (not just significant)
changes
in internal controls that materially affected, or were reasonably
likely to materially affect, your internal controls.  Please
revise
to correct this statement.


*	*	*	*

      As appropriate, please respond to our comments within 10
business days, or tell us when you will provide us with a
response.
Please furnish a cover letter on EDGAR that keys your responses to
our comments and provides us with any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;
* staff comments or changes to disclosure in response to staff
comments in the filing 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.

   Please contact Derek Swanson, Staff Attorney, at (202) 551-
3366,
or me at (202) 551-3810 with any questions.


      Sincerely,


							/s/ Larry Spirgel
							Assistant Director


















cc:	Eric M. Hellige
	Pryor Cashman Sherman & Flynn LLP
	Via Facsimile: (212) 326-0806

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Paul H. Riss
eLEC Communications Corp.
May 19, 2005
Page 1 of 3


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE