SecProbe.io

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							May 4, 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
      Response letter dated April 28, 2005

Dear Mr. Vilgrain:

      We have reviewed the above filings and response letter and
have
the following accounting comments.  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-Q for the quarterly period ended December 11, 2004

Note 5. Transaction with Related Parties, page 7

1. We understand from your response to prior comment 7 that the
Chilean joint venture structured as a partnership was terminated
before it began operations.  We note that in 2003, subsequent to
the
termination of the joint venture, you acquired 10% of the shares
of a
newly created Chilean corporation, Cuisine Solutions Chile, Inc.
("Cuisine Chile").  Please revise your disclosure to accurately
describe the activities of these entities.  In this regard, note
that
the current disclosure suggests that you have engaged in certain
related party activity during 2004 with the Chilean partnership as
opposed to the Chilean corporation you describe in your response.

2. We understand from your response to prior comment 8 that you
initially received your 10% equity interest in Cuisine Chile in
2003
in consideration for the contribution of certain intangible assets
which had zero basis on your balance sheet.  Since Cuisine Chile
was
an early stage enterprise and had no operating history, you
believed
the fair value of the 10% interest was nominal and as such did not
record it on the balance sheet.  According to APB Opinion No. 29,
the
cost of a nonmonetary asset acquired in exchange for another
nonmonetary asset is the fair value of the asset surrendered to
obtain it.  You indicate that the intangible assets you
surrendered
had no book basis.  However, you make no mention of the fair value
of
those intangible assets.  Please confirm, if true, that you did
consider the fair value of the intangible assets surrendered.
Indicate how this consideration contributed to your decision not
to
record the initial 10% investment in Cuisine Chile in 2003.

3. We understand from your response to prior comment 9 and related
disclosures at page 8 of your Form 10-Q that during the second
quarter 2005 you avoided dilution of your ownership percentage by
selling equipment to Cuisine Chile at an agreed upon price of $1
million in return for (i) a short term note receivable from
Cuisine
Chile payable in three installments due before March 2005, and
(ii)
additional equity.  We note that management determined the fair
value
of the equity to be approximately $375,000 and that you recorded a
gain of approximately $571,000 in connection with the sale.
Please
address the following:

a) Confirm, if true, that you have fully collected the note
receivable from Cuisine Chile.

b) Explain in more detail how the $1 million agreed upon price was
determined since you indicate that at the time of the equipment
sale,
the fair market value of the equipment was not readily available
and
as such, you were required under APB Opinion No. 29 to measure the
fair value of the asset received as opposed to the asset
surrendered.
In this regard, confirm, if true, that the sale of equipment was
conducted as an arms length transaction.

c) Provide more details regarding your determination of the
discount
you applied to your investment in Cuisine Chile.  Further support
your basis that a 25% discount was appropriate and your conclusion
that $375,000 was the minimum price that you could receive for
your
investment from another unrelated, willing party in the absence of
duress.

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.

      You may contact Regina Balderas, Staff Accountant, at (202)
942-7768 or, in her absence, Jill Davis, Branch Chief, at (202)
942-
1996 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.
May 4, 2005
page 3

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

         DIVISION OF
CORPORATION FINANCE

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