January 11, 2006


By facsimile to (212) 451-2222 and U.S. Mail


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

Re:	Water Chef, Inc.
	Registration Statement on Form SB-2
	Filed December 27, 2005
File No. 333-130719

Dear Mr. Conway:

	We limited our review of the registration statement to
disclosure under "Special Note Regarding Forward-Looking
Statements"
and have the comment below.  No further review of the registration
statement has been or will be made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.

	Where indicated, we think that you should revise the document
in
response to the comment.  If you disagree, we will consider your
explanation why the comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.

      Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about the comment or any other aspect of our review.  You may call
us
at the telephone numbers listed at the end of this letter.

Special Note Regarding Forward-Looking Statements, page 7

1. Since Water Chef issues penny stock, Water Chef is ineligible
to
rely on the safe harbor provision.  See section 27A(b)(1)(C) of
the
Securities Act.  Thus, delete the reference to section 27A of the
Securities Act.  Alternatively, disclose that Water Chef is
ineligible to relay on the safe harbor provision.

Closing

	File an amendment to the SB-2 in response to the comment.  To
expedite our review, Water Chef may wish to provide us three
marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the response to the comment.  If Water
Chef
thinks that compliance with the comment is inappropriate, provide
the
basis in the letter.  We may have additional comments after review
of
the amendment, the response to the comment, and any supplemental
information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Water Chef and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Water Chef requests acceleration of the registration
statement`s effectiveness, Water Chef should furnish a letter at
the
time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Water Chef from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.

* Water Chef may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.



	The Commission`s Division of Enforcement has access to all
information that Water Chef provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202)
551-3767.

Very truly yours,





Jennifer R. Hardy

Legal
Branch Chief

cc:	Robert H. Friedman, Esq.
	Olshan Grundman Frome Rosenzweig & Wolosky LLP
	Park Avenue Tower
	65 East 55th Street
	New York, NY 10022



Mr. David A. Conway
January 11, 2006
Page 1








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

         DIVISION OF
CORPORATION FINANCE