CEREPLAST, INC.
3421-3433 West El Segundo Boulevard
Hawthorne, California 90250
(310) 676-5000
October 11, 2005
VIA FACSIMILE AND EDGAR
United States Securities
and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Derek Swanson, Staff Attorney
Re: Cereplast, Inc.
Registration Statement on Form SB-2
File No. 333-126378
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), Cereplast, Inc. (the "Company")
respectfully requests that the effective date of the registration statement
referred to above be accelerated so that it will become effective at 4:30 p.m.,
Eastern Time, on Friday October 14, 2005, or as soon thereafter as possible.
We hereby acknowledge the following:
o that should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the
filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
o the Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
CEREPLAST, INC.
By: /s/ Frederic Scheer
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Name: Frederic Scheer
Title: Chief Executive Officer