Water Chef, Inc.
1007 Glen Cove Avenue, Suite 1
Glen Head, New York 11022
June 6, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0404
Attention: Craig Slivka
RE: WATER CHEF, INC.
FORM SB-2 REGISTRATION STATEMENT
FILE NO. 333- 122252
Dear Mr. Slivka:
We hereby request that the effective date for the Registration
Statement referred to above be accelerated so that such Registration Statement
will become effective at 12:00 p.m. EST time on June 7, 2005 or as soon
thereafter as practicable.
We acknowledge that should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing; the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and the Registrant may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Very truly yours,
Water Chef, Inc.
By: /s/ David A. Conway
---------------------------------
David A. Conway
Chief Executive Officer
