May 12, 2005

via U.S. mail and facsimile

David A. Conway
President
Water Chef, Inc.
1007 Glen Cove Avenue, Suite 1
Glen Head, New York 11545

Re:	   Water Chef, Inc.
	Registration Statement on Form SB-2
	File No.: 333-122252
	Amended May 5, 2005

Dear Mr. Conway,

	This is to advise you that the staff has reviewed only those
portions of the above registration statement that relate to the
selling securityholder and signature page requirements and have
the
following comments in that regard.  No further review of the
filing
has been or will be made.  All persons who are by statute
responsible
for the adequacy and accuracy of the registration statement are
urged
to be certain that all information required pursuant to the
Securities Act of 1933 has been included.  You are also reminded
to
consider applicable requirements regarding distribution of the
preliminary prospectus.

	Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

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

General

1. We note that Exhibit 10.3 to the Company`s SB-2/A is a
Subdistributorship Agreement dated May 18, 2001, between 4 Clean
Waters LTD. and the distributor, which is the exclusive licensee
of
Water Chef.  The Agreement is incorporated by reference to Exhibit
10.2 to the Company`s Form 10-KSB/A (file number 0-30544) filed
November 17, 2003.  The Agreement grants to the subdistributor the
exclusive right and license to sell and promote the sale of Water
Chef`s Pure Safe Water Station and related components in, among
other
places, Sudan.

Please describe for us your/your distributors` and/or sub-
distributors` relationships with Sudan, and/or Sudanese entities,
and
whether any Sudanese entity with which you have contact is an
agency
of, or controlled by, the government of Sudan.  In light of the
fact
that Sudan has been identified by the U.S. State Department as a
state sponsor of terrorism, and is subject to economic sanctions
administered by the U.S. Treasury Department`s Office of Foreign
Assets Control, please advise us of the materiality to the Company
of
your contacts with Sudan and/or entities located there, and give
us
your view as to whether those contacts constitute a material
investment risk for your security holders.  In preparing your
response, please consider that evaluations of materiality should
not
be based solely on quantitative factors, but should include
consideration of all factors, including the potential impact of
corporate activities upon a company`s reputation and share value,
that a reasonable investor would deem important in making an
investment decision.

Selling Securityholders

2. For selling securityholders that are broker-dealers the
registration statement must state that they are underwriters.  For
those selling securityholders that are affiliates of broker-
dealers,
the prospectus must state that: (1) the sellers purchased in the
ordinary course of business and (2) at the time of the purchase of
the securities to be resold, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.  If you are unable to make these statements in the
prospectus, the disclosure must state that the sellers who are
affiliates of broker-dealers are also underwriters.

3. Please clarify, if true, that Jeffrey and Barry Resnick have
voting and dispositve power over the shares held by The Resnick
Group, LLC.


Closing Comments

      As appropriate, please amend your registration statement in
response to this comment.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      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
for
an informed decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct any questions to Craig Slivka at (202) 942-
7470.
You may also direct questions to Chris Edwards, who supervised the
review of your filing, at (202) 942-2842.

						Sincerely,


						Pamela A. Long
						Assistant Director


cc: 	Robert H. Friedman, Esq.
	Fax 212-451-2222
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE