MAIL STOP 3561

December 28, 2005

J. Patrick Michaels, Jr., Chairman
CEA Acquisition Corporation
101 East Kennedy Boulevard, Ste. 3300
Tampa, Florida 33602

      Re:	CEA Acquisition Corporation
   Amendment No. 1 to Registration Statement on
   Form S-4
   Filed December 13, 2005
   File No. 333-129314

Dear Mr. Michaels,

      We have reviewed your filing 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.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  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 Cover Page

1. We note your response to prior comment four of our letter dated
November 30, 2005.  We also note that while the Signing
Shareholders,
who constitute a majority of the issued and outstanding shares of
etrial have already made an investment decision and have improved
the
transaction, approximately 48 percent of etrials` common stock
holders have not voted on the merger.  Please disclose the basis
upon
which CEA has determined that it may register the offer and sale
of
the shares to be issued to the Signing Shareholders consistently
with
the Securities Act of 1933 and section 5 thereof in particular.
Additionally, address the basis upon which the CEA common stock
and
warrants can be offered and issued to the non-Signing Shareholders
consistently with section 5.

Questions and Answers about the Proposal, page 8

2. Please revise to include a question and answer to address any
limitation on the amount of etrials shareholders that could seek
appraisal rights.

Summary of the Proxy Statement/Prospectus, page 17

3. We note your response to prior comment 13.  In the related
transactions disclosure, please revise to identify the "certain"
shareholders that are party to the voting agreement.  The
identification of the certain shareholders will allow investors to
further understand the interest of the parties possibly endorsing
the
merger.

Special Meeting of CEA Stockholders, page 49

4. We note your response to prior comment 34.  We note that while
broker non-votes and abstentions have the same effect as voting
against the merger, such actions or inactions will prevent your
shareholders from exercising their conversion rights.  Please
revise
to include a risk factor and include a brief statement in the
question and answer section to clarify that an "affirmative" vote
is
required in order to exercise the conversion rights.

5. We note your response to prior comment 37 that the disclosure
regarding the payment to Morrow & Co. is not material to
investors.
Disclosure of the fee and whether or not management will have to
bear
these fees if the merger is not completed is material to an
investor`s understanding of the interests of management in this
transaction.  Please revise to disclose the fee and source of
payment.

The Merger Proposal, page 56

6. We note your response to prior comment 38.  The additional
disclosure on page 56 does not discuss the timeline involved with
the
introduction of etrials.  Please revise to disclose when American
Fund Advisor and EarlyBird became aware of etrials` need for
raising
capital.

7. On page 58, please revise to clarify the disclosure that the
increase in revenues was a result of "the increase to 107
contracts
from 182 contracts in our contract backlog."  This appears to be
an
error.  Please revise to correct or advise.


Merger Agreement, page 70

8. We note the additional disclosure on page 70 regarding the
shares
allocated to etrials warrant holders used to induce them into
exercising their warrants before the merger.  Please revise to
clarify if any of these warrant holders are five percent
beneficial
owners or are related to etrials.  This arrangement would cause
the
current etrials shareholders to experience further dilution since
the
number of shares issued to them in the aggregate is still
7,400,000
while the number of etrials` shares have increased.  Please revise
to
fully discuss this dilution so that etrials` shareholders who are
contemplating their appraisal rights can have a full understanding
of
the surrounding circumstances.

9. Please revise to clarify if the number of shares escrowed by
etrials shareholders will be affected by the exercise of appraisal
rights.

10. On page 76, we note the limitation that "holders of not more
than
5% of the shares of etrials` common stock, Series A preferred
stock
and Series B preferred stock outstanding immediately before the
closing not having taken action to exercise their appraisal
rights."
On page 156 you disclose that etrials` shareholders are not
allowed
to vote and are entitled to appraisal rights and may demand such
rights "within 20 days of the mailing of the notice."  We also
note
that the notice is mailed within 10 days of the effective date of
the
merger.  Please revise to reconcile this disclosure with that on
page
76.  If etrials` shareholders are entitled to 20 days, please
revise
to clarify how you will be able to ascertain the five percent
threshold before the closing of the merger as disclosed on page
76.

Expected Effects of Merger on Business of etrials, page 105

11. We note the additional disclosure on page 105 in response to
prior comment 49.  Please revise to clarify if the two primary
effects are the reasons etrials sought American Fund Advisors` aid
in
raising additional capital.  If so, please revise to discuss any
research etrials has performed to determine its need for
additional
capital.  To the extent there was a defined plan to use additional
proceeds, such plans seem to extend to the proceeds to be received
through this merger.  In that event, please revise to discuss with
more detail your plans with this trust proceeds after completion
of
the merger.

12. To the extent that the trust proceeds will be used for the
satisfaction of outstanding liabilities, please revise to discuss
such uses.

The etrials Business, page 106

13. Please revise to include your response to prior comment 64 in
the
prospectus to enhance investors` understanding of etrials five
categories of products.

14. We note the additional disclosure on pages 108 and 114
regarding
MiniDoc and the patent infringement case.  Please revise to
clarify
if the property rights you acquired from MiniDoc are directly
related
to the patent infringement case.  If so, please discuss the
reasoning
of acquiring the rights from MiniDoc instead of directly from PHT.

15. If possible, please revise to quantify the future payments you
will make to PHT as part of the patent infringement case
settlement.

Results of Operations, page 122

Nine Months Ended September 30, 2005 Compared to the Nine Months
Ended September 30, 2004

16. We note that the increase in cost of revenues is partially
attributed to accrual of $279,000 for amounts paid in the
settlement
of the patent infringement case.  Please revise that with your
disclosure that the net loss experienced is partially attributed
to
the settlement cost of $690,000.

Directors and Executive Officers, page 131

17. We note throughout this section you disclose that various
individuals have over a number of years of experience in certain
areas.  If you elect to retain references of experience outside of
the of the five years required by Item 401 of Regulation S-K,
please
revise to fully discuss such experience.

Beneficial Ownership of Securities, page 141

18. We note your response to comment 84.  Please revise to
disclose
the natural persons who exercise voting control over the shares
held
by entities that are not natural persons.

Appraisal Rights, page 156

19. We note that etrials` shareholders must demand appraisal
within
20 days of the mailing of the notice.  Since the timing of the
response is dictated by the date of mailing, please revise to
clarify
if the demand is considered made on the date it is mailed.

Report of Independent Registered Public Accounting Firm, F-2

20. We have reviewed your response to prior comment 86 and reissue
our previous comment until resolved.  We noted the December 31,
2003
financial statements of etrials Worldwide Limited, a wholly owned
subsidiary were audited by other auditors.  Please include the
audit
report issued by the other auditor covering this period, and file
a
copy of the auditor`s consent to the use of its report.  Please
refer
to the guidance is Article 2-05 of Regulation S-X.

Notes to Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, F-9

21. We have reviewed your response to prior comment 87.  Based on
the
fact that the hosting fees and services under the contract are not
separate units of accounting (pursuant to EITF 00-21 as you have
indicated in your response), please justify how your conclusion of
recognizing the multiple deliverables of the arrangement
separately,
(i.e., hosting fees ratably over the hosting period and the
services
under the proportional performance method) is consistent with
GAAP.
Cite the specific authoritative literature you used to support
your
accounting treatment.  Please revise or advise.

22. We noted from your disclosure on page 110 that the services
and
revenues under the master contracts are covered under separately
negotiated project or task orders.  Please clarify if the revenue
for
services that are recognized under the proportional performance
method relates to each separate project or task order or the
master
contract.

Note 3.  Acquisition of Araccel corporation, F-18 and F-19

23. While we noted your response to prior comment 91, we also
noted
in the first paragraph on page 125 (your comparative analysis of
2003
versus 2002) that you acquired $2.9 million in contract backlog.
Pursuant to SFAS 141 and EITF 02-17, it would appear to us that
certain identifiable intangible assets (namely backlog, customer
relationships, and customer lists) meet the criteria for
recognition
as an intangible asset apart from goodwill, regardless of the
continuation of your customer relationship (i.e. even if your
purchase or sales orders are cancelable).  Please revise your
financial statements and purchase price allocation to be
consistent
with the aforementioned guidance, or provide us with a more
thorough
analysis (citing the specific authoritative literature you used)
justifying your accounting treatment.

CEA Acquisition Corporation Financial Statements

Note 3. Offering, F-45

24. We note the amended disclosure on F-45, including your
estimate
of volatility (10.57%) in determining the fair value of the UPO.
Please tell us how you determined the volatility assumption and
why
you believe this factor provides a reasonable volatility estimate
for
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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac (202) 551-3398 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.

						Sincerely,



						John Reynolds
      Assistant Director

Cc:  	David Miller
	Fax #  212-818-8881
J. Patrick Michaels, Jr., Chairman
CEA Acquisition Corporation
December 28, 2005
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