ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. [LOGO]
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October 16, 2007

Securities & Exchange Commission
Judiciary Plaza
100 F Street NE
Washington D.C. 20549
Attn: Mr. David R. Humphrey
Branch Chief

RE: ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(THE "COMPANY") FORM 10-KSB
FISCAL YEAR ENDED DECEMBER 31, 2006
FILED:
FILE NO.: 000-30392

Dear Mr. Humphrey,

On behalf of the Company, please find a response to the commission's letter of
August 21, 2007. For ease of review, the commission's comments are set forth
immediately prior to the Company's response.

FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES, PAGE 27

1. Refer to your discussion of the uncertainty that exists about the
Company's ability to continue as a going concern (Footnote 1, page F-6).
Given the nature and significance of these facts and circumstances,
please revise to provide similar disclosure in your discussion of
liquidity and capital resources. Specifically address the implications of
the working capital deficiency as well. Our comment also applies to the
interim disclosures in your Form 10-QSB.

RESPONSE:

The Company believes it has provided similar disclosures as well as
addressing the implications of the working capital deficiency in the
liquidly and capital resources section of the 10KSB MDNA in the following
Paragraphs. (Please Note similar discussions in the 10QSB also appear.).
However, the Company also proposes to add further clarification by adding
the following paragraph immediately after Paragraph 4 on page 28.

"Our industry is capital intensive and there is a timing issue bringing
product to market which is considered normal for our industry. We
continue to spend money on research and development to prove up our
technologies and bring them to the point where our customers have a high
confidence level allowing them to place larger orders. The length of time
a customer needs cannot be exactly predetermined and as a result, during
2006, we sustained an operating loss as a result of not generating
sufficient sales to generate a profit from operations. Although this
indicates a potential working capital deficiency and a possibility of the
company's ability to continue to operate as going concern, management
does not we believe that this is of a substantial financial concern as we
have a good history of receiving capital infusion when needed. More

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- ADVANCED TECHNOLOGY FOR A CLEANER FUTURE -

335 Connie Crescent, Concord ON Canada L4K 5R2 o Tel: 905-695-4142 o
Fax: 905-695-5013
www.cleanerfuture.com

Form #: G007
Rev. Level: 2-10/13/06
1

significantly, we believe that the revenue trend will increase. As
previously stated, we have received a large order for one of our products
that has gained acceptance, our Scat-R-Shield, for 7.4 million to be
shipped throughout 2007."

Currently on the 10KSB
PAGE 28, PARAGRAPH 4: TO PAGE 29 PARAGRAPH 2:
"These capital expenditures and our intent to capitalize on an
anticipated increase in demand for our products are the steps that we
have taken to try to become profitable and generate positive cash flow.
BASED ON OUR CURRENT OPERATING PLAN, MANAGEMENT BELIEVES THAT AT DECEMBER
31, 2006, CASH BALANCES, ANTICIPATED CASH FLOWS FROM OPERATING
ACTIVITIES, AND, IF NECESSARY OR APPROPRIATE, BORROWINGS UNDER OUR FUTURE
CREDIT FACILITY AND OTHER AVAILABLE FINANCING SOURCES, SUCH AS THE
ISSUANCE OF DEBT OR EQUITY SECURITIES WILL BE SUFFICIENT TO MEET OUR
WORKING CAPITAL NEEDS ON A SHORT-TERM BASIS FOR AT LEAST THE NEXT TWELVE
MONTHS. Overall, capital adequacy is monitored on an ongoing basis by our
management and reviewed quarterly by the Board of Directors.

Our principal source of liquidity in 2006 was cash provided from prior
financing activities. IT IS ANTICIPATED THAT THE COMPANY WILL PRODUCE
CASH FROM OPERATIONS IN 2007 TO SUPPORT OUR EXPENDITURES. Our principal
use of liquidity will be to finance any further capital expenditures
needed and to provide working capital availability. We do not expect that
total capital expenditures for 2007 will amount to more than $500,000.
These capital expenditures will be used primarily for equipment.

EFFECTIVE MARCH 20, 2007, THE COMPANY'S SUBSIDIARY, ESW CANADA ENTERED
INTO A $2.5 MILLION REVOLVING CREDIT FACILITY WITH ROYAL BANK OF CANADA,
TO FINANCING ORDERS ON HAND. This credit line will provide the Company
with the necessary working capital to complete larger contracts.

Should we not become profitable, we will need to continue to finance our
operations through other capital financings. We continue to seek, equity
financing and/or debt financing in the form of private placements at
favorable terms, or the exercise of currently outstanding options or
warrants that would provide additional capital. However, such additional
financing may not be available to us, when and if needed, on acceptable
terms or at all. We intend to retain any future earnings to retire debt,
finance the expansion of our business and any necessary capital
expenditures, and for general corporate purposes.

Our operating profitability requires that we increase our sales and lower
our overall cost to manufacture our products and improve both sales and
administrative productivity through process, and system enhancements.
This will be largely dependent on the success of our initiatives to
streamline our infrastructure and drive our operational efficiencies
across our company. OUR FAILURE TO SUCCESSFULLY IMPLEMENT THESE
INITIATIVES, OR THE FAILURE OF SUCH INITIATIVES TO RESULT IN IMPROVED
PROFIT MARGINS, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR LIQUIDITY,
FINANCIAL POSITION, AND RESULTS OF OPERATIONS."

PAGE 32, PARAGRAPH 6:
Our ability to service our indebtedness in cash will depend on our future
performance, which will be affected by prevailing economic conditions,
financial, business, regulatory and other factors. Certain of these
factors are beyond our control. We believe that, based upon our current
business plan, we will be able to meet our debt service obligations when
due. We believe that by the third quarter of 2007 we will have a much
stronger balance sheet. Significant assumptions underlie this belief,
including, among other things, that we will be successful in implementing
our business strategy and that there will be no material adverse
developments in our business, liquidity or capital requirements. IF WE
CANNOT GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS TO SERVICE OUR
INDEBTEDNESS AND TO MEET OUR OTHER OBLIGATIONS AND COMMITMENTS, WE MIGHT
BE REQUIRED TO REFINANCE OUR DEBT OR TO DISPOSE OF ASSETS TO OBTAIN FUNDS
FOR SUCH PURPOSE. There is no assurance that refinancing or asset
dispositions could be effected on a timely basis or on satisfactory
terms, if at all, or raise funds through asset sales, sales of equity or
otherwise, our ability to pay principal and interest on our debt would be
impaired. ON SUCH CIRCUMSTANCE, WE WOULD HAVE TO ISSUE SHARES OF OUR
COMMON STOCK AS REPAYMENT OF THIS DEBT, WHICH WOULD BE OF A DILUTIVE
NATURE TO OUR PRESENT SHAREHOLDERS.

2. Please revise your paragraph on page 41 for consistency with the current
year adoption of SFAS 123(R). Specifically, it appears you have not
revised this section for the adoption of SFAS 123 (R) as you state you
"have not yet determined the impact on our consolidated financial
statements of adopting SFAS 123R." In this regard, when you elect to
carry forward narratives from prior periods, please edit and update these
narratives to reflect events and circumstances that have occurred in the
intervening period. The current presentation is confusing.

RESPONSE:

Please refer to the header on Page 37. "COMPARISON OF YEAR ENDED DECEMBER
31, 2005 TO YEAR ENDED DECEMBER 31, 2004. Page 37 to page 42 is an exact
duplicate of the last year's 2005 discussion for comparison purposes. Our
understanding is that last years full MDNA section must be included in
the filing and that we would not attempt to edit any part of this section
as doing so would create confusion, as these discussions were in effect
last year. In order to not be confusing we propose to delete this
paragraph.

ITEM 7. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE F-1

3. Upon resolution of all comments, please file and amended Form 10-KSB to
include an audit report covering all years an income statement, statement
of stockholders' deficit, and statement of cash flows is presented. The
report currently included does not cover fiscal year 2005.

RESPONSE:

The Company will file an Amended 10KSB auditors report to include 2005.

CONSOLIDATED STATEMENT OF OPERATIONS, PAGE F-3

4. Impairment losses associated with long-lived assets should be included in
the operating section of the income statement pursuant to paragraph 25 of
SFAS 144. Please reclassify the write-down of property, plant and
equipment and patents accordingly. Further, items such as interest
expense (Interest on Convertible Debentures and Interest on Notes
Payable) are generally considered to be non-operating expenses. Your
attention is invited to Rule 5-03 (b) (7), (8) and (9) of Regulations S-X
for guidance. Please revise or tell us why the interest expense on these
particular obligations qualifies as an operating item.

RESPONSE:

The Company will amend the Income Statement Presentation as discussed
above and proposes to include this presentation on a go forward basis for
any future filings.

CONSOLIDATED STATEMENTS OF CASH FLOWS, PAGE F-5

5. Please revise your presentation of changes in property, plant, and
equipment from net to gross presentation. Refer to the guidance in
paragraph 13 of SFAS 95.

RESPONSE:

The Company did not dispose of any assets for 2005 or 2006 year ends.
Therefore the amounts shown on the statement of cash flow represents
acquisitions only. The word "Net" should not have appeared and the
Company proposes to correct this on all future filings.

NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION, PAGE F-6

6. Refer to paragraphs three and four of this footnote. You state that the
financial statements have been prepared in conformity with GAAP, "which
contemplates continuation of the company as a going concern." You also
state that the company "has sustained continuing operating losses" and
that your present lack of a sufficient source of income "creates
uncertainty about your ability to continue as a going concern." You
describe management's plans in regard to these matters and you disclose
that the financial statements "do not include any adjustments...that
might be necessary should the Company be unable to continue as a going
concern for a reasonable period of time." Your remarks, which appear to
be appropriate in light of your financial condition, substantially repeat
those phrases that appear in the explanatory paragraph of an auditor's
report that addresses an entity's ability to continue as a going concern.
Refer to AU Section 341 of the Codification of Statements on Auditing
Standards for guidance. In light of these disclosures, please explain how
you auditor's report is consistent with your footnote disclosures.

RESPONSE:

AU341 states that an explanatory paragraph in the auditor's report is
required only if the auditor concludes that there is substantial doubt
over the Company's ability to continue as a going concern. The auditor
did not conclude that there was substantial doubt and hence there was no
need for an explanatory paragraph in the auditor report. Management
concurred with the auditor on page F-6, paragraph 4, sentence 2 which
states:
"The company believes the cash flows from operations, together with
continued borrowing and financial support from financial institutions
will be sufficient to fund anticipated operations for the next 12
months."

Paragraph 3 & 4 of note 1 on F-6 describes the circumstances of a
possible going concern issue and management plans. Although there always
is uncertainty about the Company's ability to survive, it was not
"substantial" given the Company management plan along with a recent 2.5
million credit facility arrangement, as well as a historical record of
capital infusion when needed.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

EARNINGS/(LOSS) PER COMMON SHARE, PAGE F-7

7. Please revise your disclosure to explicitly state the number of common
stock equivalents excluded from the computation of diluted earnings
(loss) per share when their effect is antidilutive for each year an
income statement is presented. If no common stock equivalents were
antidilutive in a given year, so state. Refer to paragraph 40 (c) of SFAS
128. In this regard, you may wish to relocate and cross-reference or
repeat the related disclosures presented in the first full paragraph on
page F-18.

RESPONSE:

The Company has revised its disclosure to explicitly state the number of
common stock equivalents excluded from the computation of diluted
earnings (loss) per share in Q2 note 17 ( Page F-18) as follows and
proposes to continue to do so on a go forward basis.

NOTE 17 - EARNINGS PER SHARE

The reconciliation of the number of shares used to calculate the diluted
earnings per share is estimated as follows:

For the Six Months For the Three Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Numerator
Net earnings for the year $ 278,964 $ (2,773,970) $ 663,879 $ (1,401,759)
Interest on debentures $ 122,000 $ 122,000 $ 61,000 $ 61,000
Amortization of debenture fair value $ 88,000 $ 88,000 $ 44,000 $ 44,000
Interest on note $ 101,946 $ -- $ 51,791 $ --
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$ 590,910 $ (2,563,970) $ 820,670 $ (1,296,759)

Denominator
Weighted average number of shares outstanding 59,903,207 58,166,785 59,938,013 58,902,570
Dilutive effect of :
Stock options 6,426,667 -- 6,551,667 --
Warrants -- -- -- --
Convertible Debt conversion 12,200,000 -- 12,200,000 --
Note Payable Conversion 3,853,000 -- 3,853,000 --
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Diluted weighted average shares outstanding 82,382,874 -- 82,542,680 --

As at June 30, 2007, 995,000 antidilutive stock options and 6,322,500
antidilutive stock warrants have been excluded from the computation of diluted
earnings per share.

NOTE 10 - CONVERTIBLE DEBENTURES, PAGE F-13

8. We note that the warrant agreement related to the convertible debentures
issued in September 2004 provides that, should you, at any time after the
date the warrants are first issued, sell additional shares of common
stock or equivalents below the then-current exercise price in a private
placement or in other specific circumstances, you would be required to
reduce the current exercise price of the warrant accordingly. We also
note that this is apparently why the warrant exercise price was reduced
to $0.85 from $1.00 on April 21, 2005. Please tell us more about whether
and how the adjustable nature of the warrant was considered upon initial

valuation of the warrant and upon reduction of the exercise price in
fiscal 2005. Explain how the value of the adjustment was measured,
accounted for and reported in your financial statements and indicate your
basis in GAAP for your accounting. We may have additional comments upon
review of your response.

RESPONSE:

The warrants were valued using the Black Scholes method. Given the number
of variables used in calculating the fair value and intuitively given the
fact that the company was not expecting significant spikes in share
values, the value for this flexibility feature was not given serious
consideration. Upon various scenarios reviewed, changing the time and
exercise price of the calculation in the Black Scholes model, there was
an insignificant change in the call value of the warrant. The volatility
rate, which stays consistent, is the major contributor to the call value
of the warrant. The overall effect of changing the time and exercise
price was insignificant. We did an assessment at April 2005 when the
exercise price was lowered to $0.85. The black Scholes calculation was
done at this point in time and the effect of the change was not
significant and not material. On September 13, 2007 the warrants were out
of the money and they expired worthless, so the issue became moot.

9. It appears, from the schedules presented on page F-19 of the Form 10-KSB
and on page F-17 of the Form 10-QSB, that no warrants of any kind were
issued subsequent to December 31, 2005. If our understanding is not
correct, please quantify and describe any such warrants, including their
exercise price. With regard to other equity issuances, we note that
shares were issued in payment of interest on these securities. Your
warrant agreement indicates that shares issued in conversion of these
debentures would not cause the exercise price of the warrants to be
reduced. However, we note no specific mention of shares issued in payment
of interest. In this regard, we particularly note the "fair market value"
of these shares (as determined under the agreement). Please explain why
these shares issuances did not cause the exercise price of the warrants
to be reduced. We may have further comment upon review of your response.

RESPONSE:

The Company has not issued any warrants subsequent to December 31, 2005.
The payment of the interest to the Debenture holders by way of shares of
common stock did not trigger a revision to the exercise price of the
warrants for the following reason. The warrants were issued
simultaneously with the very debentures from which the shares in question
were/are issued for interest. The issuance of the shares as interest is a
part of the very offering that the warrants are a part of and as such
should not and have not been viewed by the Company or the placement
subscribers as an event triggering a ratchet under the "favored nations"
clause in Section 5a) iv of the warrant. This section was designed to
protect the warrant holders from splits, dividend payments or subsequent
offerings/sales at a lesser price, not dividend shares issued to them
under the same offering.

NOTE 13 - STOCK OPTION AND WARRANT GRANTS, PAGE F-16

10. Please review the disclosure "...no compensation cost related to the
Company's non-qualified stock option plan is recognized as options are
issued for no less than 100% of fair market value on date of grant."
Specifically, we note that you have disclosed your change in accounting
policy in Note 3. Please clarify that you are describing the accounting
policy you applied prior to the adoption of SFAS 123(R), effective
January 1, 2006.

RESPONSE:

The Company is describing the policy applied prior to the adoption of
SFAS 123(R). As a result of the necessity to disclose two years of
financial information, reading the next three paragraphs discusses the
compensation expense the company would have incurred had it determined
the value with the provisions of SFAS 123 along with the related proforma
information. The Company will add at the beginning of this paragraph that
it is describing the policy "Prior to the adoption of SFAS 123R on
January 2006." on a go forward basis.

FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007

RESULTS OF OPERATIONS, PAGE 7

11. Please eliminate the discussion of results based on "cash basis net
income." Such a discussion is considered a non-GAAP financial measure and
is not considered appropriate. Your attention is directed to Item 10(h)
of Regulation S-B. Please revise your document accordingly, or tell us
why you feel such revision is unnecessary.

RESPONSE:

The Disclosure was changed, to add a subtotal line in the Statement of
Cash Flows in our 10QSB for Q2 as well as the elimination the words "cash
basis" so that the user without unreasonable effort may clearly
understand the reconciliation. We propose to ensure that any further
disclosures of his nature are clear to the user.

After reviewing the complete set of comments, we would like to propose the
following.

We propose to file a one page revised 10 KSB for December 31, 2006 including the
revised Auditors report, with an explanatory note about the change so as to not
create any confusion with the user with the balance of the changes made on a go
forward basis.

In connection with the foregoing responses, the Company acknowledges that:

1. It is responsible for the adequacy and accuracy of the disclosure in the
filings;
2. Staff comments or changes to disclosure in response to staff comments do
not foreclose the commission from taking any action with respect to the
filings; and
3. It may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the
United States.

Should you have any questions or would like to discuss any of the foregoing
responses contained herein please do not hesitate to contact the undersigned.

Sincerely,
Environmental Solutions Worldwide, Inc.

Joey Schwartz,
Chief Financial Officer

cc: Baratta, Baratta & Aidala, LLP
Amy Geddes