Mail Stop 4561



								October 12, 2005



Michael N. Caggiano
President and Chief Executive Officer
Central American Equities Corp.
Hotel Alta
Santa Ana, Costa Rica

Re:	Central American Equities Corp.
	Preliminary Proxy Statement on Schedule 14A
	Filed September 27, 2005
	File No. 0-24185


Dear Mr. Caggiano:

	This is to advise you that we have conducted only a limited
review of your preliminary proxy statement.  Based on that limited
review, we have the following comments.
General

1. We note the spin-off of your Costa Rican subsidiary.  Please
tell
us why Securities Act registration is not required for the spin-
off.
Refer to Staff Legal Bulletin No. 4.

2. It appears that your Costa Rican subsidiary is a successor
registrant pursuant to Rule 12g-3 of the Exchange Act.
Consequently,
please file a Form 10 for Central American or tell us why you are
not
required to do so.

3. In addition, please provide an analysis as to whether Central
American would as a result of the transaction be subject to Rule
419
of the Securities Act.

4. Please revise your proxy statement to include the tabular
information required by Item 402 of Regulation S-B.

5. We note Proposal 4 relates to the amendment of your Articles of
Incorporation and By-Laws to provide for the authorization of 3000
shares of a new class of super-voting preferred stock.  Please
revise
your disclosure to include the terms of the preferred stock.
Refer
to Item 202 of Regulation S-B and Item 11 of Schedule 14A.

6. Please note that we will not be in a position to clear comments
relating to your preliminary proxy statement until you have
cleared
all outstanding comments relating to your Form 10-KSB for the
period
ending December 31, 2004.



*  *  *  *



      As appropriate, please amend your filing in response to
these
comments.  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 filing(s) 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.
Additionally, the registrant should provide written
acknowledgement
of the following:
* The adequacy and accuracy of the disclosure in the filing is the
responsibility of the registrant.
* The registrant acknowledges that staff comment or changes in
response to staff comment in the proposed disclosure in the
preliminary proxy materials do not foreclose the Commission from
taking any action with respect to the filing.
* The registrant also represents that staff comment may not be
asserted 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.

	If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3852.

      Sincerely,



      Michael McTiernan
      Special Counsel
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Michael N. Caggiano
Central American Equities Corp.
October 12, 2005
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