April 29, 2005


 Mr. Larry Spirgel
 United States Securities and Exchange Commission
 Division of Corporate Finance
 450 Fifth Street, N.W.
 Washington, D.C. 20549

      Re:  Dial Thru International Corporation (the "Company")
           Form 10-K for the fiscal year ended October 31, 2004
             (the "Annual Report")
           Securities and Exchange Commission Comment Letter
             Dated April 11, 2005


 Dear Mr. Spirgel,

      We are in receipt of your  letter dated April 11, 2005 (the  "Letter"),
 which sets  forth  a  number of  Securities  and  Exchange  Commission  (the
 "Commission") comments  to our  Company's Annual Report.  Our  responses are
 keyed to the comments set forth in the Letter.

 Item 1. Business - Customers
 ----------------------------

 1.   In describing your  primary customers,  you disclose  that the  Company
      provided wholesale services to one customer who  accounted  for 17%  of
      the  Company's  revenues and another customer who  accounted for 13% of
      the Company's revenues.  Revise your  disclosure  to fully comply  with
      Item 101 (c)(vii) of Regulation S-K,  which requires the disclosure  of
      'Dependence on one or a few  customers, with the name and  relationship
      of any customer  accounting for 10%  or more  of consolidated  revenues
      under certain conditions'.


      We note the Commission's comment.  However, it is our position that  we
      are not required to disclose the name and relationship of any  customer
      accounting for  10% or  more  of consolidated  revenues  as we  do  not
      believe that  the  "the loss of  such customer  would have  a  material
      adverse effect on the registrant and its subsidiaries taken as a whole"
      as noted in Item  101 (c)(vii). However, we  will amend our  disclosure
      under the heading "Customers" to add the following language at the  end
      of the paragraph:

      "We generally do  business with approximately  20 wholesale  customers,
      any of which either collectively, or in most cases individually,  could
      compensate for  the loss  of  a  major  customer.  Typically,  we  have
      limited capacity, imposed by  our suppliers, in  which to transmit  our
      telecommunications traffic.  We frequently  offer this capacity to  our
      larger customers, however it is  possible to offer these  opportunities
      to all, or a few, of our wholesale customers at any time, thus reducing
      our reliance  on any  one customer  and  providing a  relatively  quick
      transition between customers if we should lose a customer."


 Item 7.  Managements  Discussion and  Analysis  of Financial  Condition  and
 ----------------------------------------------------------------------------
 Results of Operations for the Fiscal Years Ended  October 31, 2004, 2003 and
 ----------------------------------------------------------------------------
 2002 - Liquidity and Sources of Capital
 ---------------------------------------

 2.   Revise your disclosures regarding liquidity  and sources of capital  to
      include tabular disclosure of  contractual obligations,  as required by
      Item 303 (a)(V) of Regulation S-K.


      The  Commission's  comment  is  duly  noted  and  we  will  revise  our
      disclosure  to  include  the  following  table,  as  required  by  Item
      303(a)(V) of Regulation S-K.

                                          Payments Due By Period

                                Less                        More
                               than 1       1-3      3-5    than 5
                                year       years    years   years     Total
                              ---------   -------   -----   -----   ---------
 Contractual Obligations:
 Long term debt              $3,760,890  $      -  $    -  $    -  $3,760,890
 Capital leases                 126,196         -       -       -     126,196
 Operating leases               203,251   223,449       -       -     426,700
                              ---------   -------   -----   -----   ---------
 Total                       $4,090,337  $223,449  $    -  $    -  $4,313,786
                              =========   =======   =====   =====   =========


 3.   Expand the disclosure in the liquidity  and  capital  resources section
      to  discuss the  issuance  of a going concern opinion by  the auditors.
      Include  a  detailed  discussion   of  management's  viable  plan   for
      overcoming your financial  difficulties.  Discuss  in detail your  cash
      requirements during the next twelve months and your ability to generate
      sufficient  cash  to  support operations.  Expand  this  discussion  to
      specifically include the manner in which you intend to generate  future
      revenues.  Update this disclosure in each subsequent  Form 10-Q.  Refer
      to Section 607.02 of the Financial Reporting Codification.


      The  Commission's  comment  is  duly  noted  and  we  will  expand  our
      disclosure regarding  liquidity and  capital resources  to include  the
      following discussion.

      "Although we have significantly reduced our operating loss, to date  we
      have been generally unable to achieve positive cash flow on a quarterly
      basis primarily due to the fact  that our present lines of business  do
      not generate  a volume  of business  sufficient to  cover our  overhead
      costs.  Our audit report  includes an explanatory paragraph  indicating
      substantial doubt about our ability to continue as a going concern.

      We have violated certain requirements  of our debt agreements  relating
      to failure to register the underlying securities, and timely payment of
      principal and interest, including payment in full on the maturity  date
      of the notes, either through the  issuance of common stock, or  payment
      in cash.  Our lenders have not declared us in default and have  allowed
      us  to  continue to  operate.  A capital  infusion of  $4.9 million  is
      necessary to cure these defaults.  Of this amount,  approximately  $2.2
      million is due to two of our executives and a director.

      Furthermore,  we  frequently  are  not  able  to make timely payment to
      our trade creditors.  As  of  our fiscal  year ended  October 31, 2004,
      approximately $2.0 million, representing approximately 50% of our trade
      accounts  payable  and  accrued liabilities,  were  past due.  Although
      formal payment  terms  have not  been  negotiated with  most  of  these
      vendors, we continue to make regular payments, or provide opportunities
      for  the  vendors  to send us  telecommunications traffic in return for
      a reduction in  our  debt  to them.  These  vendors  have  not  stopped
      providing  services to  us.  If these  vendors were  to stop  providing
      services  to  us,  our  ability  to   continue  to  operate  would   be
      jeopardized.  We continue to seek sources of working capital sufficient
      to fund delinquent  balances and meet  ongoing obligations, though  our
      success  on that front has been limited.

      Our future operating  success is dependent  on our  ability to  quickly
      generate positive  cash  flow  from our  VoIP  lines  of  products  and
      services.  Our  major  growth  areas  are anticipated  to  include  the
      establishment of additional  wholesale points of  termination to  offer
      our existing wholesale  and retail customers,  and the introduction  of
      new retail  VoIP products,  primarily our  new Executel  and  Rapidlink
      products (see  "Our  Products  and  Services")  both  domestically  and
      internationally.  We  anticipate  a cash  shortfall  from operations of
      approximately $300,000 during the next twelve  months.  We do not  have
      any capital equipment commitments  during the next  twelve  months.  We
      anticipate  funding  this  shortfall  through  available  cash on hand,
      further reduction  of our overhead expenses, including  personnel,  and
      consolidation of operations as necessary.  In addition, we are actively
      pursuing  debt  or  equity  financing  opportunities  to  continue  our
      business.  Any  failure of  our business  plan, including  the risk and
      timing  involved  in rolling  out  retail products  to  end  users,  to
      generate positive cash  flow could result  in a  significant cash  flow
      crisis and could force us to  seek alternative sources of financing  as
      discussed, or  to greatly  reduce or  discontinue operations.  Although
      various possibilities for obtaining  financing or effecting a  business
      combination have  been  discussed  from time  to  time,  there  are  no
      agreements with any  party to  raise money or  for us  to combine  with
      another entity and we cannot assure  you that we will be successful  in
      our  search for investors  or lenders.  Further, negotiations with  our
      existing lenders  have  not  resulted in  any  extension  of  past  due
      obligations, which could therefore be  declared due and accelerated  at
      any time.  Any additional financing we may obtain will involve material
      and substantial dilution to existing stockholders.  In such event,  the
      percentage ownership  of our  current stockholders  will be  materially
      reduced, and any  new equity  securities sold  by us  may have  rights,
      preferences or privileges  senior to our  current common  stockholders.
      If we are unable to obtain additional financing, our operations in  the
      short term will be materially affected and we may not be able to remain
      in business.  These circumstances raise  substantial doubt  as  to  the
      ability of our Company to continue as a going concern."


 Item 7.   Management's Discussion and  Analysis of Financial  Condition  and
 ----------------------------------------------------------------------------
 Results of Operations for the Fiscal Years Ended  October 31, 2004, 2003 and
 ----------------------------------------------------------------------------
 2002 - Critical Accounting Policies, Goodwill
 ---------------------------------------------

 4.   Specifically describe in your goodwill policy  the manner in which  you
      conduct annual impairment testing.  For example, explain that the first
      step in the  process is to  identify potential  goodwill impairment  by
      comparing the  estimated  fair  value of  the  reporting  unit  to  its
      carrying amount.  The second step measures the amount of the impairment
      based on a comparison of the 'implied fair value' of goodwill with  its
      carrying amount.  Revise your disclosures to include this detail in you
      critical accounting policies.


      The  Commission's  comment  is  duly  noted  and  we  will  revise  our
      disclosure to add the following information:

      "We record  goodwill when  the consideration  paid for  an  acquisition
      exceeds the  fair value  of net  tangible and  identifiable  intangible
      assets acquired.  We measure  and test  goodwill for  impairment on  an
      annual basis or more frequently if we believe indicators of  impairment
      exists. Performance of the impairment test involves a two-step process.
      The first step compares the fair value of our single reporting unit  to
      its carrying amount. The fair value of the reporting unit is determined
      by calculating  the  market capitalization  of  the reporting  unit  as
      derived from quoted  market prices, and  further substantiated  through
      the use  of other  generally accepted  valuation methods.  A  potential
      impairment exists if the fair value of the reporting unit is lower than
      its carrying amount. Historically, the  impairment test has shown  that
      the carrying value is  less than fair  value.  The  second step  of the
      process  is  only  performed  if  a  potential  impairment  exists,  as
      indicated by step one, and involves determining the difference  between
      the fair  values  of  the  reporting  unit's  net  assets,  other  than
      goodwill, as compared to the fair  value of the reporting unit. If  the
      difference is  less than  the net  book value  of goodwill,  impairment
      exists and is recorded. We determine our reporting units, for  purposes
      of testing  for  impairment,  by determining  (i)  how  we  manage  our
      operations,  (ii) if  a component of  an operating  unit constitutes  a
      business for which discrete financial information is available and  our
      management regularly review such  financial information, and  (iii) how
      the acquired entity is integrated with  our operations. Based on  these
      criteria, we determined that we have a single reporting unit.


 5.   Disclose the significant assumptions and estimates  you use to estimate
      the fair value of your reporting  units under SFAS 142.  Also,  provide
      quantitative  information  to  the  sensitivity  of  these  assumptions
      on  the  estimated  fair  value  of  reporting  units  if  these  could
      have  a material  impact on the financial statements.  See Interpretive
      Release  No.  33-8350  on  our  website  for  further  guidance  (http:
      //www.sec.gov/rules/interp/33-8350.htm).


      In order to determine the fair  value of our reporting unit under  SFAF
      142, we consider the following two approaches:

           * Market Approach  -  Under the  market approach,  recent sales of
             comparable  companies or  securities are  analyzed to  determine
             the value for a  particular asset under study.  Adjustments  are
             made to  the sales data to  account for differences between  the
             subject asset and the comparables.  The market approach is  most
             applicable  to assets  that are  homegenous  in nature  and  are
             actively traded.  Relative  to  other approaches  to value,  the
             key  strength  of  the  market  approach  is  that  it  provides
             objective indications  of value while  requiring relatively  few
             assumptions be made.

           * Income Approach  -  This approach measures  the present worth of
             anticipated future net cash  flows generated  by  the  business.
             Net cash flows are  forecast for an appropriate period and  then
             discounted to present value using an appropriate discount  rate.
             Net  cash flow  forecasts require  analysis of  the  significant
             variables  influencing  revenues,  expenses,  working   capital,
             and  capital  investment.  An  income  approach  methodology  is
             generally   useful  because   it  accounts   for  the   specific
             contribution of  fundamental factors  impacting those  variables
             that affect the value of the business.

      According to SFAS 142, quoted market  prices in active markets are  the
      best evidence of  fair value and  shall be used  as the  basis  for the
      measurement of fair value, if available.  As  of October 31, 2004,  our
      market capitalization was $2,303,415,  determined by taking the  shares
      outstanding as of that date multiplied by our stock price of $0.10.  We
      added interest bearing  debt and operating  liabilities (excluding  net
      current liabilities of discontinued operations), adjusted downward to a
      fair value estimate  of  25%, resulting in a  fair value  of assets  of
      approximately $4.75 million.  This  amount  exceeds the carrying  value
      of our assets (the  value of our assets  as reported in  our  financial
      statements),  including  goodwill,  of  $4,361,408.  While  our  market
      capitalization renders a minority interest valuation, because shares of
      the Company  represent minority  interests, the  fair value  of  assets
      exceeds its carrying value  even without the  application of a  control
      premium as recommended  by SFAS 142.  Subsequent to the valuation date,
      our stock price increased to a high  of $0.75 on December 1, 2004,  and
      at no time  was less than  $0.32 during the  period of our  evaluation.
      The market capitalization of the Company, at a stock price of $0.32, is
      approximately  $7,400,000,  an amount  significantly  higher  than  the
      carrying value of our assets.  However, we believe that the application
      of the  market  approach  necessitates additional  analysis  for  three
      reasons  (i)  we  have  generated  no   analyst  coverage  to   provide
      information about the stock to the  public, suggesting that the  market
      price may  not  reflect available  information,  (ii) our  stock  price
      demonstrated volatility as of the valuation  date, and (iii) our  stock
      is thinly traded with  no organization making an  active market in  the
      stock.  These factors  suggest  that  our stock  price, when  taken  in
      isolation, may not be sufficient evidence of fair value.  In estimating
      the fair value  of a  reporting unit,  a valuation  technique based  on
      multiples of earnings or revenues or a similar performance measure  may
      be used if that technique is consistent with the objective of measuring
      fair value.  As further support for our market approach, we  calculated
      the Business Enterprise Value  (BEV) for five other  telecommunications
      companies which provide services similar to those that we provide.  The
      BEV is  determined by  taking the  market  capitalization of  a  public
      enterprise, adding  their debt  and subtracting  any cash  equivalents.
      The resulting value is divided by annual revenue in order to  determine
      a reasonable  multiple that  can be  applied  to  us.  We averaged  the
      multiple of these five companies, trading on average at 2.1 times their
      annual revenue obtained  from their most  recent published  financials,
      and applied the result to our 2004 fiscal year revenues.  The resulting
      BEV  for  us was  well  in excess  of  the fair  value  of  our  assets
      calculated above.  As  a result, we determined  that the fair value  of
      our Company exceeds its carrying amount, and therefore that goodwill is
      not impaired.


 Footnote 2 - Summary of Significant Accounting Policies - Goodwill
 ------------------------------------------------------------------

 6.   Tell us  how you  identified your  reporting units  in determining  the
      appropriate level to perform the  annual impairment test for  goodwill.
      Discuss how you applied  the guidance in paragraph  30 of SFAS 142  and
      EITF D-101.  Additionally, tell us  how you have determined the  amount
      of goodwill to be assigned to reporting units.


      We have provided the following in response to the Commission's  request
      for further information.

      Effective November 1, 2001, our Company adopted SFAS No. 141, "Business
      Combinations" ("SFAS  141")  and  SFAS No.  142,  "Goodwill  and  Other
      Intangible Assets" ("SFAS 142").  SFAS  141 requires that the  purchase
      method of accounting  be used for  all business combinations  initiated
      after  June  30,  2001,  and  also  specifies  the   criteria  for  the
      recognition of intangible assets separately from goodwill.  Under  SFAS
      142, goodwill is no  longer amortized but is  subject  to an impairment
      test at  least annually  or more  frequently if  impairment  indicators
      arise.  We have one operating  and reporting segment and one  reporting
      unit.

      For the purpose  of identifying our  reporting units,  we followed  the
      guidance in paragraph  30 of SFAS  142, (i) an  operating segment is  a
      reporting unit  if discrete  financial  information is  available  (ii)
      management regularly reviews  individual operating  results, and  (iii)
      similar economic  characteristics  of components  within  an  operating
      segment result in a  single reporting  unit.  Our Company's  management
      regularly reviews  one set  of financial  information,  and all of  the
      Company's products share similar  economic characteristics.  Therefore,
      we have determined that we have one single reporting unit.

      In accordance with SFAS 142, an annual impairment test of goodwill  was
      performed by an independent  valuation firm in  the fourth quarters  of
      fiscal  years  2004  and  2003.  The valuation  process  appraised  our
      Company's  assets  and  liabilities  using  a  combination   of  market
      capitalization  and  multiples of  earnings valuation  techniques.  The
      results of  both  impairment  tests indicated  that  goodwill  was  not
      impaired.


 Item 9a. Controls and Procedures.
 ---------------------------------

 7.   In your response letter, please confirm, if true, that your CEO and CFO
      concluded that the disclosure controls and procedures were effective in
      ensuring that information required to be disclosed in your Exchange Act
      filings is accumulated and  communicated to management, including  your
      CEO and CFO (or persons performing similar functions), to allow  timely
      decisions regarding required disclosures.  See Rule 13a-15(e).


      We hereby confirm, as requested by the Commission, that our CEO and CFO
      have  concluded  that  the  disclosure  controls  and  procedures  were
      effective in ensuring that information required to be disclosed in  our
      Exchange Act filings  is properly accumulated  and communicated to  our
      Company's management  to  allow  timely  decisions  regarding  required
      disclosures.


 8.   We  note  that   your  CEO's  and   CFO's  conclusions  regarding   the
      effectiveness of the disclosure controls and procedures were as of  the
      date "within  the 90  days prior  to the  filing date  of [the]  Annual
      Report."  Please note that Item 307 of Regulation S-K now requires  the
      conclusions to be as of  the end of the  period covered by the  filing.
      Refer to Release No. 33-8238 for additional guidance.  In your response
      letter, please confirm that their evaluation  was as of the end of  the
      period being reported.


      As requested by the  Commission, we hereby confirm  that the review  of
      our disclosure controls and procedures was performed at the end of  the
      period  being  reported.  We will  ensure that  our certifications  are
      corrected  to reflect  this  in  our subsequent Securities Exchange Act
      filings.


 9.   Please note that Item  308 (c) of Regulation  S-K provides the  current
      requirements  for  the  disclosure  of  any  changes  in  your internal
      controls  over  financial  reporting.  See  Release  No.  33-8238.  For
      example,  Item 308 (c)  requires  disclosure of  any  changes, not just
      "significant  changes" in internal controls  over financial  reporting.
      Item 308  (c) also requires  the  disclosure to be as of the end of the
      period covered by the filing, not "subsequent to the date of [the CEO's
      and  CFO's] evaluation."  In your response letter,  please confirm that
      there  were no changes in the company's internal control over financial
      reporting,  that  occurred during  the fiscal year  that has materially
      affected, or is reasonably  likely to  materially affect, the company's
      internal control over financial reporting.


      The Commission's  comment is  duly noted,  and we  hereby confirm  that
      there have been  no changes,  significant or  otherwise, that  occurred
      during the  fiscal year  ended  October 31, 2004  that have  materially
      affected, or are reasonable likely  to materially affect, our  internal
      control over financial reporting.


 Sincerely,

 /s/ Allen Sciarillo
 -------------------
 Allen Sciarillo
 Chief Financial Officer
 Dial Thru International Corporation