May 2, 2006


By facsimile to (212) 930-9725 and U.S. Mail


Mr. Frederic Scheer
President and Chief Executive Officer
Cereplast, Inc.
3421-3433 West El Segundo Boulevard
Hawthorne, CA 90250

Re:	Cereplast, Inc.
	Pre-effective Amendment 2 to Registration Statement on Form
SB-2
	Filed April 24, 2006
File No. 333-131853

Dear Mr. Scheer:

	We reviewed the filing and have the comments below.

General

1. We considered your response to prior comment 4 and are unable
to
concur that the items referenced in section 7.2(d) of the PEIA are
quantifiable and not subject to discretion because section 7.2(d)
of
the PEIA requires Cereplast to perform, satisfy, and comply "with
all
covenants, agreements and conditions" required by the PEIA and the
registration rights agreement and is not limited to the conditions
specified in section 2.5 of the PEIA.  Thus, we reissue the
comment
to tell us who determines whether Cereplast has complied with all
covenants, agreements, and conditions required by the PEIA and the
registration rights agreement and what standard will be used.

Prospectus Summary, page 3

2. Tell us why you deleted the information about your auditor`s
going
concern opinion in the summary since we usually require this
information up front.

Closing

	File an amendment to the SB-2 in response to the comment.  To
expedite our review, Cereplast 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 responses to the comments.  If
Cereplast
thinks that compliance with the comments is inappropriate, provide
the basis in the letter.  We may have additional comments after
review of the amendment, the responses to the comments, 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 Cereplast 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 Cereplast requests acceleration of the registration
statement`s effectiveness, Cereplast 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 Cereplast from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.

* Cereplast 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 Cereplast 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:	Gregory Sichenzia, Esq.
	Stephen M. Fleming, Esq.
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas
	New York, NY 10018



Mr. Frederic Scheer
May 2, 2006
Page 1








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

         DIVISION OF
CORPORATION FINANCE