SecProbe.io

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Mail Stop 0510

      April 4, 2005

Via U.S. mail and facsimile

Mr. Jeffry B. Johnson
Treasurer and Chief Financial Officer
Scott`s Liquid Gold-Inc.
4880 Havana Street
Denver, Colorado 80239

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-13458

Dear Mr. Johnson:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.

Financial Statements

Note 1.  Summary of Significant Accounting Policies

2. Please disclose the types of expenses that you include in the
cost
of sales line item and the types of expenses that you include in
the
selling and general and administrative expenses line items.
Please
tell us whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of sales line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost
of
sales, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in a line item, such as selling or general and administrative
expenses.

(g). Property, Plant and Equipment, page 29

3. Please separately disclose the range of useful lives for each
category presented in Note 3.  For categories that still have very
broad useful lives, you should separately discuss the types of
assets
that fall in each part of the range.

Note 5.  Income Taxes, page 33

4. In light of your history of losses, please help us understand
how
you determined a full valuation allowance was not necessary for
your
deferred tax assets as of December 31, 2004.  Refer to paragraphs
23
to 25 of SFAS 109.  In doing so, please provide us with your
analysis
separately for each tax jurisdiction.

Note 8.  Segment Information, page 36

5. Please disclose what identifiable assets are included in
Corporate
assets as of each balance sheet date.  See paragraph 32 of SFAS
131.

Note 11.  Transactions with Related Parties, page 38

6. You state that Montagne Jeunesse waived the minimum sales
requirements for 2003 and 2004.  You also state that there is the
ability to terminate the distributorship agreement upon three
months`
notice for not meeting certain minimum sales.  Given that
approximately 44% of your net sales for the year ended December
31,
2004 were for the sale of their products, please disclose the
minimum
sales requirements per the distributorship agreement and address
whether you believe you will be able to meet these requirements.
Please also discuss the expected impact on your future results of
operations if you do not expect to meet the minimum sales
requirements.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
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.

	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
disclosure in their filings;
* 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 staff comments 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 our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Nudrat Salik, Staff Accountant, at (202) 942-7769
or,
in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief
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Mr. Jeffry B. Johnson
April 4, 2005
Page 3 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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