REEDSMITH 60; Reed Smith LLP
Two Embarcadero Center
Two Embarcadero Center
Robert M. Smith 60; Suite 2000
Direct Phone : 415.659.5955 60; San Francisco, CA 94111-3922
Email: rsmith@reedsmith.com & #160; 415.543.8700
Fax 415.391.8269
February 2, 2006
Securities and Exchange Commission 100 F Street, N.E. Washington DC, 20549 |
| Re: | Registration Statement on Form SB-2 |
On behalf of our client, Bodisen Biotech, Inc. (the “Company”), we enclose Amendment No. 2 to the Registration Statement on Form SB-2 of the Company relating to the offering of its common stock. Please note that this Amendment No. 2 merely increases the maximum value of the shares registered soley to account for currency exchange rate fluctuations and corrects certain typographical errors in Amendment No.1 caused by typesetting conversion software, but makes no substantive revisions whatsoever to Amendment No. 1. We have included a further consent from the Company’s auditors.
Under separate cover, the Company previously filed an acceleration request, pursuant to which it is requesting that the Registration Statement, as amended hereby, be declared effective at 5:00 p.m. on Thursday, February 2, 2006, or as soon thereafter as is practicable. The Company would appreciate the Staff’s assistance in accommodating that request.
Please do not hesitate to contact me if you have any questions or comments.
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| | Very truly yours, |
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| | By: | /s/ Robert M. Smith |
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Robert M. Smith |
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