SecProbe.io

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							March 24, 2005

via facsimile and U.S. mail

Mr. Stanislas Vilgrain
Chief Executive Officer
Cuisine Solutions, Inc.
85 South Bragg Street, Suite 600
Alexandria, VA  22312

	Re:	Cuisine Solutions, Inc.
		Form 10-K, Filed September 24, 2004
		Form 10-Q, Filed January 25, 2005
		File No. 0-12800

Dear Mr. Vilgrain:

      We have reviewed the above filings and have the following
accounting comments.  We have limited our review to the areas
commented on below.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, 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 June 26, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Estimates, page 10

1. We note that you identify several accounting policies "...that
affect the reported amounts of assets and liabilities, disclosure
of
contingent assets and liabilities and the reported amounts of
revenue
and expenses" and which require "judgments and assessments of
uncertainties."  However, your disclosures lack reference to
specific
accounting estimates and the assumptions and uncertainties
underlying
such estimates.  Please expand your disclosures to explain how the
assumptions that you have made compare to other assumptions that
could have reasonably been made, under the circumstances, and to
address the specific uncertainties that are reasonably likely to
give
rise to material effects in the course of resolution.  Please
provide
information about the quality and potential variability of your
earnings and cash flow so that investors may ascertain the extent
to
which your reported financial information is indicative of your
future results.  We generally find that disclosures including both
sensitivity analyses and discussions of historical experience in
making the critical estimates are effective in meeting this MD&A
objective.  Please refer to the guidance in FRC Section 501.14 if
you
require further clarification.

      Recent Accounting Pronouncements, page 10

2. Please revise your disclosure for the issuance in December 2003
of
FASB Interpretation No. 46 (Revised 2003).

Controls and Procedures, page 17

3. You indicate that "the information required under this Item 9A
is
shown in the Proxy Statement to be filed under Regulation 14A,
under
the caption "Compliance with Section 16(a) of the Securities and
Exchange Act of 1934."  However, we note no such caption in your
Proxy Statement filed September 30, 2004.  Please indicate to us
how
you have complied with Item 9A of Form 10-K.  Otherwise, revise
your
Form 10-K to comply with this requirement.  Also, cite the
literature
that permits you to incorporate by reference the information
required
by Item 9A of Form 10-K from a filing to be made at a future date.

Report of Independent Registered Public Accounting Firm, page 22

4. We note that the report of your independent registered public
accounting firm does not reflect the signature of your auditors.
Please request that your auditors include a signature in their
auditors` report dated September 14, 2004.

Note 1. Summary of Significant Accounting Policies, page 27

	Revenue Recognition, page 27

5. We note that you recognize revenue when "products are shipped
to
[your] customers" or "when the customer receives the products".
Please expand your general revenue recognition policy description
to
address all the criteria detailed in SAB Topic 13:1.  In your
revised
disclosure, address any differences relating to the physical
conveyance of product or rendering of service for each significant
revenue-generating activity.  In this regard, we note your
disclosure
at page 6 that "all products are shipped frozen except for some
retail sales in France, which are refrigerated.  The French retail
sales are all final sales, and the retailer bears the risk for any
unsold product."

Inventory, page 28

6. Please expand your disclosure to describe the type of costs
included in inventory.  Also, explain the criteria and other
pertinent assumptions used to determine the obsolescence reserve.
Refer to Rule 5-02-6(b) of Regulation S-X and ARB 43-Chapter 4,
Statement 5 for US GAAP.

10-Q for the quarterly period ended December 11, 2004

Note 5. Transaction with Related Parties, page 7

7. We understand that on June 12, 2001 you signed an agreement
with
two other parties to create Cuisine Solutions Chile (the
"Partnership") and that upon execution of the agreement you
received
a 10% interest in the Partnership.  Please describe in more detail
the nature of your relationship with the Partnership.  Indicate to
us
your basis for excluding the Partnership from your consolidation.
In
your response, address any items that preclude you from meeting
the
criteria defined by FASB Interpretation No. 46 (Revised 2003) or
any
other applicable accounting literature that prescribes
consolidation
for similar relationships and business arrangements.

8. We understand that during the second quarter 2005, you sold
equipment from your discontinued facility in Norway in exchange
for a
note receivable of $500,000 and equity in the Partnership.  Please
indicate to us the percentage by which your ownership in the
Partnership increased as a result of this transaction.  In your
response, indicate to us the impact that the consummation of this
transaction and your increased ownership has on your analysis
regarding whether the Partnership should be included in your
consolidation.

9. In connection with the sale of equipment described in the above
comment, we understand from your disclosure in Notes 5 and 6 that
the
fair value of the equity was determined by management to be
approximately $375,000 and that you recorded a gain of
approximately
$571, 000 in connection with this sale.  Please explain in detail
the
manner by which management determined the fair value.  Provide any
reports that have been prepared to support the fair value.
Include
in your response detail of the methodologies, estimates and
assumptions used to prepare the fair value.  In your response,
cite
any applicable accounting literature you considered when
determining
the manner by which to account for this transaction.

Controls and Procedures, page 23

10. We note that you have provided conclusions with respect to
your
disclosure controls and procedures within 120 days prior to the
filing date of the quarterly report.  Please revise your
conclusions
to indicate whether or not the disclosure controls and procedures
were effective as of the end of the period covered by the Form 10-
Q.
Refer to Item 4 of Form 10-Q.

11. Disclosure controls and procedures are now defined in Exchange
Act Rules 13a-15(e) and 15d-15(e).  See SEC Release No. 33-8238,
which became effective August 14, 2003.  Please revise your
disclosures under Item 4 to include the appropriate references to
the
definitions of disclosure controls and procedures.

12. You also state that there were no "significant changes" in
your
"internal controls" and no factors that could "significantly
affect"
these controls subsequent to the date of their evaluation.
However,
Item 308(c) of Regulation S-K requires that you disclose any
change
in the registrant`s "internal control over financial reporting"
identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during
the
fiscal quarter that has "materially affected, or is reasonably
likely
to materially affect, the small business issuer`s internal control
over financial reporting."  See also paragraph 4(d) of Regulation
S-
K, Item 601, Exhibit 31.  Please revise your disclosure
accordingly.

Exhibit 31.1

13. We note the certifications you provide as required by Rule
13a-
14(a) (17CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240.15d-
14(a)).
Note that the language cannot be altered.  As such, please revise
the
language of paragraphs 4, 4(a), 4(b), 4(c), 5, 5(a), 5(b) and 6 of
the certifications included at Exhibit 31.1.

10-Q for the quarterly period ended September 18, 2004

General

14. To avoid duplication of comments, please make consistent
revisions to your disclosures provided under Item 4 on page 18 and
the certifications presented at Exhibit 31.1 for any comments
above,
which also apply to your disclosures within this filing.

Closing Comments

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of your disclosure
revisions to expedite our review.  Please furnish a cover letter
that
keys your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please file your cover letter on EDGAR.  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 the 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 the 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 filings or
in
response to our comments on your filings.

      You may contact Regina Balderas, Staff Accountant, at (202)
942-7768 or Shannon Buskirk, Senior Staff Accountant, at (202)
942-
1826 if you have questions regarding comments on the financial
statements and related matters.  Direct questions relating to all
other disclosure issues to the undersigned at (202) 942-1870.
Direct
all correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

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Cuisine Solutions, Inc.
March 24, 2005
page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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