May 5, 2006

Via U.S. Mail

Alex Mashinsky
c/o Governing Dynamics Investments, LLC
510 Berkeley Square
Memphis, TN  38120

      Re: 	Arbinet-thexchange, Inc.
Definitive Additional Materials
Filed May 4, 2006 by Alex Mashinsky and Robert A. Marmon
      File No. 000-51063

Dear Mr. Mashinsky:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Additional Definitive Materials

1. Please provide support for your statement that "top management
of
the Company - Curt Hockemeier and Anthony Craig - just last week
received over $3,600,000 in `extra` compensation by purchasing
over
430,000 shares of stock (1.7% of the Company) for $.16 (sixteen
cents!) per share..."  Please also provide support for your
indication that the "Company gave guidance of profits of $19 to
$23
million both in February and May of 2005 and then missed those
numbers by a significant margin."  Finally, please also provide
support for your indication that you "wrote more than twenty
patents
on which Arbinet operates, which reflected [your] strategic vision
to
take Arbinet to 2010 and beyond.  Curt Hockemeier has described
[you]
as `just full of nutty ideas.`"  We remind you that support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to the staff on a supplemental basis, with a
view toward disclosure, by submitting a Schedule 14A that has been
annotated with support for each of the assertions made.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact me at (202) 551-3264 with any questions.  You
may also reach me via facsimile at (202) 772-9203.

			Sincerely,


			Mara L. Ransom
			Special Counsel
			Office of Mergers and
	Acquisitions

cc via facsimile at (212) 822-5735:

Roland Hlawaty, Esq.
Milbank, Tweed, Hadley & McCloy LLP
Arbinet-thexchange, Inc.
May 5, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE