Yuhe International (YUII) CORRESP Correspondence with SEC

  

December 24, 2008

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Station Place

100 F Street, N.E.

Washington, DC 20549

Attn: Edwin Kim

Re:      Yuhe International, Inc.

Amendment No. 5 to Registration Statement on Form S-1

Registration Statement on Form S-1 filed May 12, 2008

File No. 333-150836

Dear Mr. Kim:

We refer to Amendment No. 5 to Registration Statement on Form S-1 (“Amendment No. 5”) filed by Yuhe International, Inc. (the “Company”) on December 19, 2008 and our subsequent telephone conversations with you on December 22 and 23, 2008.

We note that the aggregate share amount to be registered in Amendment No. 5 should be changed to reflect the agreement by the Pinnacle Entities and Black River Entities to reduce the number of their shares being registered to an aggregate of 777,166 shares each.

We shall change the aggregate amount of shares to be registered in the Company’s subsequent filing pursuant to Rule 424 of the Securities Act of 1933, as amended, to 4,730,251 shares.  Please refer to the attached mark-up pages to this letter, which show changes to Amendment No. 5, for your review.

We thank the Staff for its continued courtesies.   We plan to request acceleration of effectiveness on December 29, 2008, if the Staff has no further comments.  If the Staff needs any additional information or has further questions, please do not hesitate to contact me at (852) 2292-2222 or Eric Cohen at (212) 294-3540 or fax to (852) 2292-2200.

Sincerely,

/s/ Simon Luk

Simon Luk

c.c.      Yuhe International, Inc.

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