Mail Stop 3561


January 9, 2006

Craig Hodgkins
Marine Growth Ventures, Inc.
405-A Atlantis Road
Cape Canaveral, Florida 32920

      	Re:	Marine Growth Ventures, Inc.
      		Amendment No. 1 on Form SB-2
      		File No. 333-128077
      		Filed December 19, 2005

Dear Mr. Hopkins:

      We have reviewed your amended filing and your response
letter
dated December 16, 2005 and have the following comments.  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.  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.

* * * * *

Prospectus Summary, page 1
Marine Growth Ventures, Inc., page 1
1. Please more clearly disclose the status of your current
operations.
We refer you to prior comment 3 from our September 2, 2005 comment
letter.  For example, please revise your opening statement that
you
are "engaged in various marine industry operations" to instead
convey
the following information:

* Your current operations to date have consisted solely of ship
management services and consulting fees from related parties;
* You do not expect any revenues from these sources in the next
year.
In this regard, Sophlex Ship Management, Inc.`s sole customer`s
ship
was destroyed by fire and you will earn no further ship management
fees from this contract.  In addition, you do not expect future
consulting fees from related parties;
* The other operations that you mention are planned operations in
the
development stage;
* You currently have no sources of revenues or other funding to
begin
any of your planned operations.

Similarly revise your disclosure about your prior and planned
operations throughout the document.
Risk Factors, page 2
2. Please update the disclosure in your prospectus to the latest
practicable date.  For example, your risk factor, "We Have Only
Limited Indications Of Acceptability Of Our Cruise Timeshare..."
on
page 4 speaks as of August 31, 2005.
Management`s Discussion and Analysis, page 7
Liquidity and Capital Resources, page 8
3. We note that you converted $224,000 of debt into almost 18
million
shares of common stock in November 2004.  Please disclose when you
received the loan, whether the loan was from a related party, and
how
you used the proceeds from the loan.
4. We also note that you used the proceeds from your private
placement
in 2005 to repay an outstanding debt obligation to Frank Crivello.
Disclose the amount of the loan that you repaid and how you used
the
proceeds from the loan.

Plan of Operation and Financing Needs, page 8
5. Provide detailed disclosure of how you plan to fund the
purchase,
refurbishing and operations of the cruise vessel.  Currently, you
simply list the amount of funds needed for each step, but do not
disclose when or how you will obtain the funding.  As requested in
prior comment 23, discuss how management`s business plans will
change
or be curtailed if the expected liquidity proves to be
insufficient.
Indicate the likelihood that the company will have access to
sufficient funds to meet specifically identified obligations
rather
than merely stating that you "do not have sufficient cash reserves
to
meet all of [your] anticipated obligations for the next twelve
months
and there can be no assurance that [you] will ultimately close on
the
necessary financing."
6. Furthermore, we note your statement that the owners of the
cruise
vessel "have agreed to a finance plan that meets our available
funding."  Please explain how you are able to pay a $1,000,000
downpayment and payments of $200,000 per month for the first year.
7. Please file your letter of intent or agreement to purchase the
cruise vessel that you have identified.  Please also file any
related
contracts, such as the proposed financing plan.
Results of Operations, page 9
8. We note your reference to "loan fee income" under your
discussion
of "Other Income (Expense)."  Please explain how you generated
loan
fee income.
Business, page 11
Crewing and Management Services, page 11
9. Please file your agreements with employment agencies as
exhibits,
or explain in your response letter why you do not believe that
they
are required to be filed under Item 601(b)(10) of Regulation S-B.
If
the agreements are oral, please disclose this fact and explain the
risks of having only oral contracts with the employment agencies.
Financing Services, page 13
10. Please discuss in MD&A the $2.0 million loan you received from
one
of your shareholders as well as the apparent loan you then made to
the
purchaser of a cruise vessel.  Describe the terms of each loan,
including the parties to the loans, and file each loan agreement
as an
exhibit.  If these loans involve the loan to Royal Pacific that
you
describe in response to prior comment 57, explain how the loan was
breached, how you attempted to foreclose on the mortgage of the
vessel, whether it was this vessel that was destroyed by a fire
and
how you resolved the lawsuit.
Cruise Timeshare, page 13
11. In response to prior comments 42, 43 and 49, you stated that
you
were providing to us, on a supplemental basis, information that we
requested.  We have not received any supplemental information from
you.  Please tell us when you will be providing us with the
information that we requested in prior comments 42, 43 and 49.
Our Strategy, page 14
12. Please prominently highlight that you do not have a signed
agreement with Cruise Timeshare Two, Inc. and that, as a result,
the
terms of the tentative agreement that you describe may be changed.
Remove any inference that you have a binding agreement.  Disclose
why
you do not have a signed agreement and when you intend to enter
into
an agreement.
13. Explain what "profits" you intend to be split equally between
you
and Cruise Timeshare Two.

Financial Statements - December 31, 2004

14. Refer to your response to comment 66.  Please provide the
audited
financial statements of Sophlex for the periods required by Item
310(c) of Regulation S-B.  Rule 310(c)(3)(ii) of Regulation S-B
does
not require a separate audited balance sheet since the acquisition
occurred prior to your latest audited balance sheet date of
December
31, 2004.  However, you are still required to provide all other
financial statements for the business acquired.

Financial Statements - September 30, 2005

15. We note on page F-21 that one customer accounted for your
total
revenue for the interim period ended September 30, 2005.  We also
note
that you have an accounts receivable balance of $37,272 as of
September 30, 2005.  Please revise the notes to include an
accounting
policy for accounts receivable, including your policy for
determining
your allowance for doubtful accounts.  Expand MD&A to discuss the
status of the receivable with this customer and revise Note 10 on
page
F-22 accordingly.

16. Refer to Note 10 on page F-21.  We note that you are assisting
your customer in their insurance claims.  Please expand the
disclosure
to clarify whether the collection of your receivable with this
customer is contingent on receiving insurance claims.  If your
analysis of the collectibility of your receivable with the
customer is
contingent on the customer receiving insurance proceeds, please
revise
the financial statements to provide for an allowance for doubtful
accounts, as the contingent gain to your customer should not be
reflected in your financial statements until the contingency is
resolved.  See paragraph 17 of FAS 5 for guidance on accounting
for
gain contingencies.

Undertakings, page II-2
17. Effective December 1, 2005, Item 512 of Regulation S-B was
amended
to include additional undertakings required in registration
statements
filed under the Securities Act of 1933.  The additions to Item
512, if
applicable, must be included in any pre-effective amendment to a
registration statement filed on or after December 1, 2005.  See
Question and Answer 3, included in the Division of Corporation
Finance`s "Securities Offering Reform Transition Questions and
Answers," available on our website at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm.  Please
revise
to include those additional undertakings that are applicable to
your
company.

	* * * * *

      As appropriate, please amend your registration statement 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.

      You may contact Claire DeLabar at (202) 551-3349 or Terry
French, Accountant Branch Chief, at (202) 551-3828 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Kathleen Krebs, Special Counsel, at (202)
551-3350, or me at (202) 551-3810 with any other questions.


Sincerely,



Assistant Director
Larry Spirgel


??

??

??

??

Craig Hodgkins
Marine Growth Ventures, Inc.
January 9, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE