October 25, 2004
Mail Stop 0305

Via U.S. Mail and facsimile (212) 206-8814
David J. Johnson
Environmental Solutions Worldwide, Inc.
132 Penn Avenue
Telford, PA  18969

	Re:	Form 8-K filed October 25, 2004
File No.: 0-30932

Dear Mr. Johnson:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
this comment.

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

Your former accountants should furnish you with a letter addressed to
the Commission stating whether it agrees with the statements made by
you in response to Item 304(a) of Regulation S-K.  Please revise to
file the accountants` letter containing this disclosure.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and




* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

We welcome any questions you may have about our comments or on any
other aspect of our review.  You may contact me at 202-942-1785, or in
my absence, Robert Benton at 202-942-1811.

Sincerely,


								Theresa A. Messinese, CPA
Staff Accountant
Mr. David J. Johnson
Environmental Solutions Worldwide, Inc.
October 25, 2004
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