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CUISINE SOLUTIONS, INC.

85 South Bragg Street, #600

Alexandria, VA 22312

phone:703-270-2940

April 28, 2005

Ms. Regina Balderas

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549-0405

    Re:
    Cuisine Solutions, Inc.

Form 10-K, Filed September 24, 2004

Form 10-Q Filed January 25, 2005

File No. 0-12800

Dear Ms. Balderas:

     We have received the letter (the “Comment Letter”) dated March 24, 2005 from H. Roger Schwall,
Assistant Director, of the staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”) to Cuisine Solutions, Inc. (the “Company”).
As requested in the Comment Letter, we are submitting this letter in response to the Staff’s
comments. For your convenience, we have reproduced the Staff’s comments below, numbered in
accordance with the numbering from the Comment Letter. Where the Company’s response to a
particular comment includes proposed revised disclosure, we have presented the proposed text marked
to show changes from the disclosure in the Company’s original filing.

From 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 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 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.

    In response to the Staff’s comment, we supplementally advise the Staff that, in future
filings, the Company will revise the disclosure in its Management’s Discussion and Analysis
of Financial Condition and Results of Operations as provided below:

A summary of the Company’s significant accounting policies is included in
Note 1 to the Consolidated Financial Statements, included in this report.
Management believes that the application of these policies on a consistent
basis enables the Company to provide the users of the financial statements
with useful and reliable
information about the Company’s operating results and financial condition.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities and the reported amounts of revenue and expenses. Judgments and
assessments of uncertainties are required in applying the Company’s
accounting policies in many areas.  the areas of allowance for
doubtful accounts, inventory obsolescence reserve and income taxes. The
Company bases its judgments and estimates on historical experience and other
assumptions that it believes are reasonable.

Trade receivables are reported in the consolidated balance sheets net
of the allowance for doubtful accounts. Generally, the Company considers
receivables past due 30 days subsequent to the billing date. The Company
performs ongoing credit evaluations of its customers and generally extends
credit without requiring collateral. The Company maintains an allowance for
doubtful accounts, which is determined based on historical collection
experience or changes in the financial condition of its customers. As these
factors change, the Company’s allowance for doubtful accounts may change in
subsequent accounting periods. Generally, losses have historically been
within management’s expectations and have not been significant. As of June
26, 2004 and June 28, 2003, the Company maintained an allowance for doubtful
accounts of approximately $68,000 and $62,000, or 1.7% and 1.8%,
respectively.

The Company determines the inventory obsolescence reserve based on
management’s historical experience and establishes reserves against
inventory according to the age of the product. Additional reserves are
sometimes established as a result of lack of marketability or changes in
customer consumption patterns. Management’s judgment is necessary in
determining the realizable value of those products to arrive at the proper
obsolescence reserve. Total inventory obsolescence reserves as of June 26,
2004 is $162,000, or 2.8% of total inventory. Each 1% change in the ratio
of obsolescence inventory reserve to inventory would impact cost of sales by
approximately $58,000.

The Company accounts for corporate income taxes in accordance with
SFAS No. 109, "Accounting for Income Taxes,” which requires an asset and
liability approach. This approach results in the recognition of deferred tax
assets (future tax benefits) and liabilities for the expected future tax
consequences of temporary timing differences between the book carrying
amounts and the tax basis of assets and liabilities. Future tax benefits are
subject to a valuation allowance to the extent of the likelihood that the
deferred tax assets may not be realized. The Company has fully reserved its
deferred tax asset given its history of operating losses.

Recent Accounting Pronouncements, Page 10

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

    In response to the Staff’s comment, we supplementally advise the Staff that, in future
filings, the Company will revise the disclosure in its Management’s Discussion and Analysis
of Financial Condition and Results of Operations as provided below:

In JanuaryDecember 2003, the FASB issued FIN No.
46, FASB Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities,” an interpretation of
ARB No. 51 ("FIN No. 46(R)”). FIN
No. 46(R)
addresses the
requirements for business enterprises to consolidate related entities in
which they

are determined to be primary economic beneficiary as a result of
their variable economic interests. Currently The Company evaluated the criteria of this pronouncement and concluded that
it has no variable interest entities, and therefore the adoption
of FIN No. 46 did not have a material (R) had
no impact on the Company’s financial statements.

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 so 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.

    In response to the Staff’s comment, the Company supplementally advises the Staff that the
cross-reference in the Company’s Form 10-K to the Company’s definitive proxy statement was
included by an inadvertent error by the Company’s financial printer. The Company intended
to include the following text in the Form 10-K:

    ITEM 9A. CONTROLS AND PROCEDURES

    Evaluation ofThe Company’s management evaluated, with the
participation of the Company’s Chief Executive Officer and Chief Financial Officer,
the effectiveness of the Company’s disclosure controls and procedures as of the end
of the period covered by this Annual Report on Form 10-K. Based on this
evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer have concluded that the Company’s disclosure controls and procedures
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
, as defined in the Securities Exchange Act of 1934, Rule 13a-15(e), are
effective to ensure that information required to be disclosed in the reports that
the Company files or submits under the Securities Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Act of 1934.”, and such information is incorporated
herein by reference

Changes inCommission’s rules and forms. There have been no
changes in the Company’s internal control over financial reporting
that occurred during the period covered by this report that have materially affected
or are reasonably likely to materially affect the Company’s internal control over
financial reporting.

    There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date the
Company carried out this evaluation.

    The Company’s management, including the Company’s Chief Executive Officer and
Chief Financial Officer, do not expect that the Company’s disclosure controls and
procedures will prevent all errors and fraud. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance of achieving the desired control objectives.
Further, the design of a control system must reflect the fact that
there are resource constraints, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures. 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’s 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, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or
procedures 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.

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.

    In response to the Staff’s comment, the Company supplementally advises the Staff that the
electronic signature of the Company’s independent auditor was inadvertently omitted from the
version of the Form 10-K filed via EDGAR due to a printer’s error. The Company did receive
a signed audit report and has attached it hereto as Appendix A for the Staff’s review.

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 products or
rendering of services 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.”

    In response to the Staff’s comment, we supplementally advise the Staff that, in future
filings, the Company will revise the disclosure in the “Revenue Recognition” segment of Note
1. Summary of Significant Accounting Policies” as provided below:

REVENUE RECOGNITION

The Company recognizes revenue, including shipping charges billed to
customers, at the time products are shipped to its customers, with
the exception of some of its United States airline distributors. For
U.S. airline distributors that purchase salmon products directly from
the Company’s Norway facility. For these customers, the
Company recognizes revenue when the customer receives the products.
The Company’s sales are evidenced by verbal or physical purchase
orders from the customers and confirmed by sales acknowledgement sent to the
customers via facsimile. All products are shipped frozen, except for some
retail sales items, which are shipped refrigerated. All sales are at fixed
and determinable pricing and customers are responsible for freight costs.
As part of its credit policy, the Company completes sales to customers that,
based on its experiences, it believes will remit payment in full for the
goods sold.

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 Regulations S-X and ARB 43-Chapter 4, Statement 5 for US
GAAP.

    In response to the Staff’s comment, we supplementally advise the Staff that, in future
filings, the Company will revise the disclosure in the “Inventory” segment of Note 1.
Summary of Significant Accounting Policies” as provided below:

INVENTORY

Inventories are valued at the lower of cost, determined by the first-in,
first-out method, or market. Included in inventory costs are raw materials,
labor and manufacturing overhead. The Company records the raw
materials at delivered cost. Standard labor and manufacturing overhead
costs are applied to the finished goods based on normal production capacity
as prescribed under ARB No. 43, Chapter 4.

The Company determines the inventory obsolescence reserve based on
management’s historical experience and establishes reserves against
inventory according to the age of the product. Additional reserves are
sometimes established as a result of lack of marketability or changes in
customer consumption patterns. At the end of fiscal year
2004, the Company had inventory reserves of $162,000.

Form 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 t