February 24, 2006

Mail Stop 7010


By U.S. Mail and facsimile to (416) 495-8625

Betty-Ann Harland
Chief Executive Officer
International Development Corp.
534 Delaware Avenue, Suite 412
Buffalo, New York 14202

      Re: 	International Development Corp.
      Preliminary Revised Information Statement on Schedule 14C
      Filed February 16, 2006
      File No. 000-31343
      Form 10-KSB for the year ended August 31, 2005
      Filed November 29, 2005
      Form 10-KSB/A for the year ended August 31, 2004
      Filed January 30, 2006
      Form 10-QSB for the period ended November 30, 2005
      Filed January 17, 2006


Dear Ms. Harland:

      We have limited our review of your filing to the comments
below.  We welcome any questions you may have about our comments
or
any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of this letter.


Preliminary Revised Information Statement on Schedule 14C, Filed
February 16, 2006
General

1. We note your response to comment 2 of our letter dated February
9,
2006.  We note that your sale of assets is given retroactive
effect
to October 1, 2005, and that, according to your Form 8-K filed
October 21, 2005, you did not acquire your exclusive license with
Wataire Industries until October 12, 2005.  It therefore appears
that
at the time of your asset sale, you retained no additional assets.
Please advise.

2. Please direct our attention to your responses to comments 4-6
of
our February 9, 2006, comment letter.  We were unable to locate
responses in your document.  In this regard, a detailed cover
letter
specifically stating your response and pointing us to any
corresponding revision is helpful.

Proposal 1, page 5

3. While not necessarily agreeing with your state law analysis in
response to prior comment number 2, please indicate that
shareholder
approval was not obtained in connection with the sale of the
assets
of Freshwater Technologies.


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

      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 our review of your filing or in
response to our comments on your filing.

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or Chris Edwards, Special Counsel, at (202) 551-3742 with any
questions.  Alternatively, you may contact me at (202) 551-3760.


Sincerely,



Pamela A. Long
Assistant Director

cc: 	Norman T. Reynolds, Esq. (via facsimile 713/237-3202)
      Glast, Phillips & Murray P.C.
      The Eperson Buildings
      815 Walker, Suite 1250
      Houston, Texas 77002
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Betty-Ann Harland
International Development Corp.
February 24, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE