SecProbe.io

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                Vedder, Price, Kaufman & Kammaholz, P.C.
                            805 Third Avenue
                       New York, New York 10022
                            STEVEN R. BERGER
                              212-407-7714
                        sberger@vedderprice.com

                                                July 27, 2005

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attention:  Larry Spirgel, Assistant Director
            O. Nicole Holden, Staff Accountant
            Derek Swanson, Esq.

Re:     Touchstone Applied Science Associates, Inc.
        File No. 001-16689
        -------------------------------------------

Ladies and Gentlemen:

    On behalf of Touchstone Applied Science Associates, Inc. (the
"Company"), I am hereby providing the following supplement to our
previous letters, dated May 2, 2005 and June 24, 2005, to our
conference call on July 6, 2005, and to our letter, dated July 15,
2005.  As we agreed, the Company is filing this response, and upon
your review and approval, the Company will then file amended and
restated periodic reports for the fiscal periods ended subsequent
to July 2003, including the quarterly period for the fiscal
quarter ended April 30, 2005.

    1.    The Company will amend the Certifications included as
Exhibits 31 and 32 to each of its periodic reports to comply with
the comments contained in the SEC's letter, dated April 12, 2005,
specifically referring to (a) an evaluation of disclosure controls
and procedures as of the end of the fiscal period covered by the
respective report; and (b) that there were no changes in the
Company's internal controls during such period that materially
affected or is reasonably likely to materially affect  the
Company's internal controls during such fiscal period.

    2.    The SEC has requested that the Company modify the
disclosure contained in Item 8A of the Company's Annual Reports on
Form 10-KSB for the fiscal years ended October 31, 2003 and
October 31, 2004.  The Company hereby confirms that it will amend
such disclosure when it files amended and restated Annual Reports
for its 2003 and 2004 fiscal years as follows:

    ITEM 8A.    CONTROLS AND PROCEDURES

          (a)   Evaluation of the Company's Disclosure Controls
                -----------------------------------------------
    and Procedures.  As of the end of the most recent fiscal year
    --------------
    covered by this Annual Report on Form 10-KSB, the Company
    evaluated the effectiveness of the design and operation of
    its "disclosure controls and procedures" ("Disclosure
    Controls"), and its "internal controls and procedures for
    financial reporting" ("Internal Controls").  This evaluation
    (the "Evaluation") was done under the supervision and with
    the participation of management, including Mr. Andrew Simon,
    the Company's Chief Executive Officer ("CEO") and Chief
    Financial Officer ("CFO").  Rules adopted by the SEC require
    that in each periodic report filed pursuant to the Securities
    Exchange Act of 1934, as amended (the "Exchange Act"), the
    Company present the conclusion about the effectiveness of the
    Company's Disclosure Controls and Internal Controls based on
    and as of the date of the Evaluation.

          Disclosure Controls are procedures that are designed
    with the objective of ensuring that information required to
    be disclosed in our reports filed under the Exchange Act,
    such as this Annual Report, is recorded, processed,
    summarized and reported within the time periods specified in
    the rule and forms.  Disclosure Controls are also designed
    with the objective of ensuring that such information is
    accumulated and communicated to the Company's management,
    including the CEO and CFO, as appropriate to allow for timely
    decisions regarding required disclosure.  Internal Controls
    are procedures which are designed with the objective of
    providing reasonable assurance that (1) the Company's
    transactions are properly authorized; (2) the Company's
    assets are safeguarded against unauthorized or improper use;
    and (3) the Company's transactions are properly recorded and
    reported, all to permit the preparation of our financial
    statements in conformity with generally accepted accounting
    principles.

          The Company's management does not expect that the
    Company's Disclosure Controls or our Internal Controls will
    prevent all error and all fraud. Any control system, no
    matter how well conceived and operated, can provide only
    reasonable, not absolute, assurance that the objectives of
    the control system are met.  Further, the design of a control
    system must reflect the fact that there are resource
    constraints, and the benefits of controls must be considered
    relative to their costs.  Because of the inherent limitations
    in all control systems, no evaluation of controls can provide
    absolute assurance that all control issues and instances of
    fraud, if any, within the Company have been detected.  These
    inherent limitations include the realities that judgments in
    decision-making can be faulty and that breakdowns can occur
    because of simple error or mistake.  Additionally, controls
    can be circumvented by the individual acts of some persons,
    by collusion of two or more people, or by management override
    of the control.  The design of any system of controls also is
    based in part upon certain assumptions about the likelihood
    of future events, and there can be no assurance that any
    design will succeed in achieving its stated goals under all
    potential future conditions; over time, control may become
    inadequate because of changes in conditions, or the degree of
    compliance with the policies or procedure may deteriorate.
    Because of the inherent limitations in a cost-effective
    control system, misstatements due to error or fraud may occur
    and not be detected.

          The Evaluation included a review of the controls'
    objectives and design, the controls' implementation by the
    Company and the effect of the controls on the information
    generated for use in this Annual Report. In course of the
    Evaluation, we sought to identify data errors, controls
    problems or acts of fraud and to confirm that appropriate
    corrective action, including process improvements, were being
    undertake.  This type of evaluation will be done on a
    quarterly basis so that the conclusions concerning controls
    effectiveness can be reported in each Quarterly Report on
    Form 10-QSB and the Annual Report on Form 10-KSB.  The
    Company's Internal Controls are also evaluated on an ongoing
    basis by the Company's finance personnel and by the Company's
    independent auditors in connection with their audit and
    review activities.  The overall goals of these various
    evaluation activities are to monitor the Company's Disclosure
    Controls and Internal Controls and to make modifications as
    necessary; it is the Company's intent in this regard that the
    Disclosure Controls and the Internal Controls will be
    maintained as dynamic systems change (including improvements
    and corrections) as conditions warrant.

          Among other matters, the Company sought in the
    Evaluation to determine whether there were any "significant
    deficiencies" or "material weaknesses" in the Company's
    Internal Controls, or whether the Company had identified any
    acts of fraud involving personnel who have a significant role
    in the Company's Internal Controls.  This information was
    important both for the Evaluation generally and because items
    4, 5 and 6 in the Section 302 Certification require that the
    CEO and CFO disclose that information to the Board's Audit
    Committee and to the Company's independent auditors and to
    report on related matters in this section of the Annual
    Report.  In the professional auditing literature,
    "significant deficiencies" are referred to as "reportable
    conditions"; these are control issues that could have a
    significant adverse effect on the ability to record, process,
    summarize and report financial data in the financial
    statements.  A "material weakness" is defined in the auditing
    literature as a particularly serious reportable condition
    where the internal control does not reduce to a relatively
    low level the risk that misstatements caused by error or
    fraud may occur in amounts that would be material in relation
    to the financial statements and not be detected within a
    timely period by employees in the normal course of performing
    their assigned functions.  The Company also sought to deal
    with other controls matters in the Evaluation, and in case a
    problem was identified, we considered what revision,
    improvement and/or correction to make in accordance with on-
    going procedures.

          An Evaluation was carried out under the supervision and
    with the participation of the Company's management, including
    the CEO and CFO, of the effectiveness of the design and
    operation of our disclosure controls and procedures (as
    defined in Rule 13a-15(e) or 15d-15(e) under the Exchange
    Act) as of the end of the fiscal year covered by this Annual
    Report.  Based upon that Evaluation, the Company's
    management, including the CEO and CFO, had concluded at the
    time of the original filing of this Annual Report that the
    design and operation of these Disclosure Controls and
    Internal Controls were effective as of the end of the fiscal
    year covered by this Annual Report.  However, based on a
    subsequent evaluation in Fiscal 2005 the Company now believes
    that it did not have adequate personnel and technical
    resources with respect to accounting for the sale-leaseback
    of the Company's headquarters in July 2003.  As a result, the
    gain from the sale-leaseback was originally recognized in its
    entirety in the third fiscal quarter of 2003, during which
    the sale-leaseback occurred.  After consulting with the
    Company's independent registered public accountants during
    Fiscal 2005, management has concluded that such gain should
    have been deferred and recognized over the ten-year term of
    the lease.  On May 24, 2005, the Company concluded that the
    Company should restate its audited consolidated financial
    statements for the fiscal years ended October 31, 2003 and
    2004, and its quarterly unaudited consolidated financial
    statements for the quarters ended July 31, 2003, January 31,
    2004, April 30, 2004, July 31, 2004, and January 31, 2005.
    Such restatements do not affect the Company's revenues from
    operations for any of these periods.  These restatements will
    reflect the correction in the Company's accounting for the
    sale-leaseback transaction.  The Company's management,
    including the CEO and CFO, has concluded that, as of the end
    of the fiscal year covered by this Annual Report, the
    Company's Disclosure Controls were not effective at the end
    of such fiscal year to ensure that information required to be
    disclosed by the Company in reports that it files or submits
    under the Exchange Act is recorded, processed, summarized and
    reported within the time periods specified in SEC rules and
    forms.  The Audit Committee has directed management to devote
    additional resources to Disclosure Controls, and management
    is currently in the process of implementing such directive.

          (b)   Changes in Internal Controls.  Other than changes
                ----------------------------
    to our accounting for the sale-leaseback transactions noted
    above, there was no change in the Company's Internal Controls
    occurring in the Company's fourth fiscal quarter that has
    materially affected, or is reasonably likely to materially
    affect, the Company's Internal Controls.

    3.    The Company will also file amended and restated
quarterly reports on Forms 10-QSB for the fiscal quarters ended
July 31, 2003, January 31, 2004, April 30, 2004, July 31, 2004,
January 31, 2005 and April 30, 2005, which include disclosures
under Part I, Item 3 identical to that disclosure described above.

    If the Staff concurs with the Company's discussion contained
in this letter, the Company will proceed to amend and restate its
periodic reports for the fiscal periods ended subsequent to July
2003 in order to include the amended textual disclosures referred
to above, as well as those contained in our prior letters to the
Staff.

    If you have additional questions or would like further
information, please do not hesitate to contact Andrew Simon,
President of the Company at (845) 277-8100, or the undersigned, at
(212) 407-7714.  Thank you very much.

                                                Very truly yours,

                                                /s/STEVEN R. BERGER
                                                -------------------
                                                Steven R. Berger

cc: Andrew L. Simon, President
    Touchstone Applied Science Associates, Inc.

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