Mail Stop 6010								May 24, 2005

Lighten Up Enterprises International, Inc.
2200 Powell Street, Suite 675
Emeryville, CA 94608
Attn: Isaac Cohen

Re:	Lighten Up Enterprises International, Inc.
       	Preliminary information statement filed May 17, 2005
       	File No. 0-50073

Dear Mr. Cohen:

	This is to advise you that we have monitored the subject
filing
solely with respect to the issues raised in the following
comments.

1. In the "Principal Features of the Reincorporation" subsection
of
the information statement on page 10, you state that the
discussion
of the charter documents, bylaws and merger agreement is qualified
in
its entirety by reference to the documents themselves.  You should
summarize all of the material terms of the documents in the
information statement, and state in the information statement that
you have done so.

2. We note that one item you discuss is an increase in the number
of
authorized shares of common stock of the company.  As to your
common
stock, please expand the disclosure to state the number of shares
reserved for issuance under option plans, in connection with
convertible securities, etc., and the number of shares available
for
issuance which have not been reserved.

3. You should also disclose whether or not there are any
agreements,
arrangements, plans or understandings with anyone to sell or issue
any shares of common stock.

4. We note that you are attempting to incorporate by reference
financial statements from your Form 10-K.  It does not appear you
are
eligible to incorporate by reference without furnishing the
financials as well as incorporating them by reference.  Also, you
should update the financials by furnishing your latest Form 10-Q.

	As appropriate, please amend your filing in response to these
comments.  If you disagree, we will consider your explanation as
to
why a comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.

	Any questions should be directed to Michael Reedich at (202)
551-3612.


							Sincerely,



							Jeffrey Riedler
							Assistant Director
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