CEREPLAST, INC.
                       3421-3433 WEST EL SEGUNDO BOULEVARD
                           HAWTHORNE, CALIFORNIA 90250
                            TELEPHONE (310) 676-5000



                                 January 9, 2006


United States
Securities  and  Exchange  Commission
100  F  Street,  N.E.
Washington,   D.C. 20549-7010


         Re:      Cereplast, Inc. (the "Company")
                  Form 8-K, Item 4.01
                  Filed December 22, 2005
                  File No. 333-126378
                  ------------------------------

Dear Commission:

         Pursuant to your letter dated  December 23,  2005,  the Company  hereby
makes the following acknowledgements:

     1.   the  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filing;

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

     3.   the  Company  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.


                                   Very truly yours,

                                   /s/Frederic Scheer

                                   Frederic Scheer, President of Cereplast, Inc.