May 18, 2006


By facsimile to (310) 914-8606 and U.S. Mail


Mr. Rudolf W. Gunnerman
Chairman and Chief Executive Officer
SulphCo, Inc.
850 Spice Islands Drive
Sparks, NV 89431

Re:	SulphCo, Inc.
	Registration Statement on Form S-3
	Filed May 3, 2006
	File No. 333-133771
	Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2005
	Filed April 3, 2006
	File No. 1-32636

Dear Mr. Gunnerman:

      We limited our review of the filings to the issues addressed
in
our comments.  Where indicated, we think that you should revise
the
filings in responses to the comments.  If you disagree, we will
consider your explanation why a comment is inapplicable or a
revision
is unnecessary.  Be as detailed as necessary in your explanation.
To
understand better your disclosure, we may ask you in some comments
to
provide us information.  We may raise additional comments after
reviewing this information.

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


S-3

General

1. We note that SulphCo, Inc. or SulphCo issued a press release on
April 4, 2006 in which it announced that it has signed a master
services agreement with Mustang International, L.P.  Tell us why
SulphCo did not file a current report on Form 8-K to disclose the
agreement.

Risk Factors

2. Disclosure in the 10-KSB states that there are material
weaknesses
in the effectiveness of SulphCo`s disclosure controls and
procedures
as of the end of the period covered by the report.  Advise what
consideration SulphCo has given to risk factor disclosure of the
material weaknesses in the effectiveness of its disclosure
controls
and procedures.  Alternatively, revise the disclosure in the risk
factors section.

Undertakings

3. Delete the undertaking relating to Rule 430A because it is
inapplicable to this offering.

4. If SulphCo is relying on Rule 430B or Rule 430C, provide the
undertaking specified in Item 512(a)(5) of Regulation S-K.

10-KSB

Item 8A.  Controls and Procedures

5. Disclosure states that SulphCo`s chief executive officer and
chief
financial officer "concluded that due to a number of material
weaknesses the Company`s disclosure controls and procedures may
not
have been effective as of the end of the period covered by this
Report."  Given the exception noted, it remains unclear whether
SulphCo`s chief executive officer and chief financial officer have
concluded that its disclosure controls and procedures are
effective.
Revise the disclosure to state in clear and unqualified language
the
conclusions reached by SulphCo`s chief executive officer and chief
financial officer on the effectiveness of its disclosure controls
and
procedures.  For example, if true, you may state that SulphCo`s
disclosure controls and procedures are effective including
consideration of the identified matters, provided you include
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters.  Alternatively, if true, you may state that SulphCo`s
disclosure controls and procedures are not effective, given the
identified matters.

6. Disclose in greater detail the nature of the material
weaknesses
identified in SulphCo`s evaluation of the effectiveness of its
disclosure controls and procedures.  Disclose the specific steps
taken, if any, to remediate the material weaknesses.

7. Disclose when the material weaknesses first began.

8. We note that SulphCo`s disclosure controls and procedures are
designed to ensure that information required to be disclosed is
recorded, processed, summarized, and reported within the specified
time periods.  Revise to clarify, if true, that SulphCo`s
disclosure
controls and procedures also are designed to ensure that
information
required to be disclosed is accumulated and communicated to its
management to allow timely decisions on required disclosure.  See
Exchange Act Rule 13a-15(e).

 Exhibits 31.1 and 31.2

9. We note that SulphCo`s officers included their titles in the
first
sentence of the certifications.  Confirm to us that SulphCo`s
officers signed the certifications in their personal capacity.
See
Item 601(b)(31) of Regulation S-B.

Closing

	File amendments to the S-3 and 10-KSB in response to the
comments.  To expedite our review, you may wish to provide us
three
marked courtesy copies of the filings.  Include with the filings
any
supplemental information requested and a cover letter tagged as
correspondence that keys the response to the comments.  If you
think
that compliance with the comments is inappropriate, provide the
basis
in the letter.  We may have additional comments after review of
the
amendments, the responses to the comments, and any supplemental
information.

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

      When responding to our comments, provide a written statement
from SulphCo in which SulphCo acknowledges that:

* SulphCo is responsible for the adequacy and accuracy of the
disclosure in the filing.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filing.

* SulphCo may not assert our comments 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 SulphCo provides us in our review of the filing
or
in response to our comments on the filing.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.

Very truly yours,





   Pamela A. Long
					      Assistant Director

cc:	Samuel S. Guzik, Esq.
	Guzik & Associates
	11355 West Olympic Boulevard, Suite 300
	Los Angeles, CA 90064



Mr. Rudolf W. Gunnerman
May 18, 2006
Page 1








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

         DIVISION OF
CORPORATION FINANCE