Mail Stop 3561

							June 8, 2006


Baruch Tosh
President
Defense Industries International, Inc.
8 Brisel Street Industrial Zone Sderot
Israel

	RE:	Defense Industries International, Inc.
		Item 4.01 Form 8-K filed June 8, 2006
		File No. 0-30105

Dear Mr. Tosh:

          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.

          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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. The disclosure in paragraph (iii) states that there was a
disagreement with the former accountant with respect to the
quality
of the registrant`s accounting department and local accountant.
Please revise to significantly expand the disclosure to explain
the
nature of the disagreement.  If you have determined that there was
no
disagreement, as defined in Item 304 of Regulation S-B, then
please
file an amendment with appropriate revised disclosure.  Any
amendment
should include an updated letter from the former accountant
stating
whether or not they agree with the disclosure as revised.

2. We note that you have not reported the engagement of new
independent accountants.  Please file a new Form 8-K when you
engage
new auditors.





Baruch Tosh
Defense Industries International, Inc.
June 8, 2006
Page 2


      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include 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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

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

	As appropriate, please amend your Form 8-K and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please provide the representations requested
above and file your response to these comments as an EDGAR
correspondence file.

	You may contact Robert Burnett, Staff Accountant, at (202)
551-
3330, or in his absence, me at (202) 551-3841 if you have
questions
regarding these comments.

							Sincerely,



							Michael Moran
						            Branch Chief