SecProbe.io

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April 18, 2005

Mr. John Cash
Accounting Branch Chief
Division of Cooperative Finance
US Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549

Dear Mr. Cash:

Thank you for your prompt response to our letter dated March 20th.

1.   Independent Registered Accountant

We were waiting for a response from the PCAOB as to whether or
not they thought that the spin-off of KGS LLP from Sheft Kahn &
Company LLP constituted a "change of auditors". However, after
the Managing Partner, Mitchell Kahn, discussed the matter with
Ms. Armelin, we have concluded that the SEC wishes to treat it as
a completely new firm and we have therefore sent out all of the
appropriate notices to the SEC and Sheft Kahn & Company LLP
(copies of letters and Form 8K are attached).  We hadn't
officially appointed KGS LLP as our new auditors until Thursday
April 7, 2005 when they informed us that their registration with
the PCAOB was approved, so the notifications are all timely.

2.   Management's Discussion and Analysis, page 11

We have taken your suggestion and will try to expand our analysis
of changes in our financial position in future Management's
Discussions and Analysis.  As for setting forth the revenue
results by product line in the amended 10K and the future 10Qs;
we feel that it is more than adequate to give the revenue results
by broad category groups.  To disclose the revenue results of
each product would jeopardize our sales force in obtaining the
best price from our customers, and hinder our negotiations when
trying to obtain the lowest royalty rate from our licensors.  It
is not prudent to divulge proprietary information which could
hurt the value of the company and negatively impact our
shareholders simply so that those same shareholders (and others)
understand every minute detail of our business.

<PAGE>

3.   Item 15, Exhibits, page 29

We have considered the materiality of our License Agreements.
None of the license Agreements currently have a material effect
on our Company, other than the Alleghany Agreement, which was
previously filed.  None of the agreements create an ongoing
liability if the Company chooses to discontinue the licenses.
Other than Alleghany, the revenues currently from our other
Licensees are not material at this date.  We believe that the
Agreements with each Licensor should be confidential.  Many of
the terms of the Agreements differ. As stated above, to divulge
this information could have a negative impact on our shareholders
via the decreased profitability of the Company.  We believe that
all material risks have been disclosed.

4.   Consolidated Statement of Shareholders' Equity, page 6

After further review, we became aware that the stock dividend was
erroneously accounted for similar to that of a stock split.  The
financial statements will be revised in the Amended 10K to
properly measure the stock dividend at fair value.

5.  Class A and Common Stock Rights

We will set forth the pertinent rights and privileges of our
Class A and Common Stock. Our Common Stock has all the rights and
privileges provided under the Delaware Law of Corporations and
Business Organizations.  The Common Stock shareholders have a
right to vote for 3 members of the Board of Directors.  The Class
A Common shareholders have the same rights as the Common Stock
shareholders except that they have the right to elect 4 members
to the Board of Directors. Class A shares can be converted into
Common shares.  Common shares cannot be converted into Class A
shares.

6.  Advertising Costs, page 11

We believe that our method of accounting for our advertising
costs is the most conservative, fair, and consistent presentation
of the expense.  To understand the substance of our reporting, I
will briefly describe how we have created a very successful model
which we have followed to run our business.

At the beginning of every year, we meet with our retail accounts
and work out a program to advertise and promote our products.  We
are a small niche player in the industry.  We attempt to create a
product that can be differentiated from other competitive
products.

Experience has taught us that that at the beginning of each year
we have to jump-start our new product lines and brands to give
them the impetus to get the consumers' attention.

<PAGE>

In the first quarter, we introduce our new products into the
marketplace.  We define new products as new products, repackaging
old products and repositioning established brand products.  In
the first and second quarter, we advertise and promote our
products.  The second quarter advertising will be at our highest
level and will help strengthen the information about the products
in the consumer's mind and allow the product to begin to sell on
its own impetus without the substantial media expense we will
have expensed in the first half of the year.  We will have
allocated between 60 and 70% of our budget during the first half.
The balance of the budget will be spent in the second half to
shore up any products in a particular area that need more
promotion.  Once we get the sales of our products started, we
believe that they can continue to sell in the second half with
less advertising behind them. We firmly believe that we have more
success in the long run (and we emphasize "long-run" meaning
beyond the current period) by concentrating our advertising in
one quarter rather than defusing its effect by spreading it out
over the whole year.  Once the initial impact is made, only
sporadic reinforcement is needed to perpetuate the effect of the
initial advertising blitz.

The foregoing is our strategy for our media advertising.  The
gradual building up of advertisement will cause the sale of our
products throughout the year.  The particular day, week or month
in which the media runs does not necessarily cause immediate
sales.  (We will discuss co-operative advertising separately.)
Our advertising is used to create an image, keep repeating the
products' names and although it may not create an instant sale,
the product will sell over a period time.  Advertising in the
media looks to the future.

As an example, I am enclosing herewith the sales and media
expenses for our Mega - T dietary supplement product, (Exhibit
"A"). During the first quarter of 2004, we spent $617,626 and had
sales of $2,924,389. During the second quarter of 2004, we spent
$1,528,609 and had sales of $4,821,257.  Because we had
advertised so heavily in the first and second quarters for this
product, we had sales of $4,935,091 with only advertising of
$201,908 in the third quarter.  In the fourth quarter, we had
sales of $3,760,142 with no advertising. During the first quarter
of 2005, we spent $551,988 to advertise and had sales of
$5,364,754.

We have been using this merchandising model since 1986 with
substantial success.  We firmly believe that we have established
that the advertising benefits from an expense in a period clearly
extend beyond the particular period in which the expenditure was
made using our model.  Management has taken the Company from a negative
net worth in 1986 to a $25 million net worth today,  $13.5 million
cash and investments with no contingent liabilities and no
requirements to utilize our $10 million unsecured line of credit.
EBITDA was $9.4 million.

<PAGE>

Co-operative Advertising

At the beginning of each year, a program of co-operative
advertising is entered into with our retail accounts.  The
commitments are for the full year.  We automatically require that
every time a commitment is made, whether oral or written, we
record the commitment on the date it is made.  We may make a
commitment in January, but the promotion may not run until
August.

During the first quarter of 2005, we committed to approximately
$3.5 million.  During that period, approximately $1.8 million of
the $3.5 million actually ran.  The expense we charged against
the quarter was approximately $1.5 million.  The balance of
approximately $2 million not charged during the period was
deferred instead of $1.7 million had we charged what actually
ran.  We have attached "Exhibit B" detailing what the actual
expense would have been.

Conclusion

We believe that APB also suggests that accounting information not
distort the annual expense on a quarterly basis.  Our method
helps to give a reasonable illustration of the expected results
of operations for the year based on the sales and expenses for
the quarter.  The year-end statement marshals all of the data and
sets forth the advertising that was actually run during the year.

7.   Note 5. Intangible Assets, Page 12

We are attaching a schedule of all of our Trademarks (Exhibit C)
as well as another schedule showing total sales and sales by
product per country (Exhibit D).

8.  Note 9. Stock Options, page 21

We had given consideration to measuring the stock price's
volatility over a period in line with the expected life of the
options, as we had done in previous years, but upon review of the
calculation of "volatility" we discovered educational literature
that explained volatility and the use of standard deviation.
That literature (copy enclosed - Exhibit E) indicated that the
most common way to calculate standard deviation was to determine
the deviation from an average monthly return over a 36-month time
period and then annualize that number.  In an attempt to be more
accurate in our calculation we adopted this method.  We felt that
a 36 month time period was more appropriate given that our
volatility had changed once we were listed on the American Stock
Exchange and the inclusion of the older years would probably not
reflect the future volatility as accurately.

9. After further review, we agree that in accordance with FAS
123, compensation expense should be recognized over the vesting
period.  The financial statement disclosure will be revised in
the amended Form 10-K.

<PAGE>

10. We agree that the modification of options granted would cause
additional compensation to be recognized in accordance with FASB
interpretation No. 44.  Upon further review, the measurement
modification of the options resulted in an immaterial amount of
compensation to be recognized.  The effect on net income was
approximately 1% and therefore less than 1% on net sales,
stockholders' equity and total assets.  Therefore, no
compensation was recognized.

11. Commitments and Contingencies, page 27

We have considered whether or not to be more specific about
royalty costs by Licensors.  We believe that it is not in the
best interest of the Company to disclose the specific arrangement
with each Licensor.  We do include all of the minimum costs we
must maintain in the aggregate to maintain the licenses.  (See
response to item 3.)

12.  To date there is no change from our prior response.

13. We will refer to the SEC staff's letter to the Center for
Public Company Audit Firms dated February 7, 2005 regarding
certain leasing issues and will make sure that we comply with it
with respect to these matters in future filings.

We hope that this response adequately answers all of your
questions and suggestions regarding our 10K filing and our future
10Qs.  If this response is sufficient in response to your review
of our 10K and your comments thereto, please advise and we will
file form 10-KA as an amendment to our previously filed 10K.

We understand that (1) we are responsible for the accuracy and
adequacy of the disclosures in our filings, (2) staff comments or
changes to disclosures in response to staff comments 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,

John Bingman
Chief Financial Officer

/js

cc: Patricia Armelin
    Staff Accountant

<PAGE>
                              CCA INDUSTRIES, INC.
                           200 MURRAY HILL PARKWAY
                           E. RUTHERFORD, NJ 07073

                                          April 11, 2005

Mr. Mitchell Kahn
Sheft Kahn & Company LLP
125 Jericho Tpke.
Jericho, NY 11753

Dear Mr. Kahn:

We have engaged KGS LLP to audit our financial statements for the year
ended November 30, 2005.  In connection therewith, they would like to make
inquiries and examine your working papers for the audit of our financial
statements for the year ended November 30, 2004.  We hereby authorize you
to respond fully and without limitation to their requests.

Please allow our auditors to copy any information needed from files related to
our financial statements that they request (unless proprietary in nature) and
bill our company for the reproduction costs.

We have represented to our auditors that we are not involved with your firm
in any disputes about accounting principles, auditing procedures, or similarly
significant items and that we have paid in full for all services rendered by
you to date.  You will be contacted by Mr. Mitchell Kahn of this audit firm
concerning these matters.

                                        Very truly yours,

                                        CCA INDUSTRIES, INC.
<PAGE>

                          SHEFT KAHN & COMPANY LLP
                             125 JERICHO TPKE.
                            JERICHO, NY 11753

                                        April 11, 2005

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Gentlemen:

We are writing pursuant to 17CFR'229.304(a)(3), with respect to the CCA
Industries, Inc.=s report on Form 8-K regarding our replacement as independent
auditors for CCA Industries, Inc.

We have reviewed the letter from CCA Industries, Inc. dated April 11, 2005,
which notified us that CCA Industries, Inc. has engaged other auditors to
perform their annual audit for the year ending November 30, 2005.

Upon review, we are in agreement that during the preceding 24 months there
have been no disagreements regarding accounting principles or practices,
financial statement presentation and disclosures, audit scope or procedures
or compliance with applicable rules of the Securities and Exchange Commission.

                                        Very truly yours,

                                        SHEFT KAHN & COMPANY LLP

                                        Mitchell Kahn

<PAGE>

                           CCA INDUSTRIES, INC.
                         200 MURRAY HILL PARKWAY
                        EAST RUTHERFORD, NJ 07073

                                        April 11, 2005

Sheft Kahn & Company LLP
125 Jericho Turnpike
Jericho, NY 11753

Gentlemen:

The audit committee of the Company=s Board of Directors has been informed
that effected February 28, 2005, the firm of Sheft Kahn & Company LLP has
dissolved.  The audit committee has retained the successor firm of KGS LLP to
perform the audit of CCA Industries, Inc. as of and for the year ending
November 30, 2005.

Please be advised that pursuant to Securities and Exchange Commissions
(SEC) Regulation S-K, Item 304, we are hereby requesting you to review the
attached copy of Form 8-K filed with the SEC by the Company and make comment
as to whether or not you agree said comments should be addressed to the SEC.

                                        Very truly yours,

                                        CCA Industries, Inc.
<PAGE>

                                        April 11, 2005

Mr. John Bingman
Chief Financial Officer
CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07073

Dear Mr. Bingman:

This is to confirm that the client-auditor relationship between CCA Industries,
Inc. (Commission File Number 2-85538) and Sheft Kahn & Company LLP has
ceased.

                                        Very truly yours,

                                        SHEFT KAHN & COMPANY LLP