SecProbe.io

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February 14, 2005

via U.S. mail and facsimile

David A. Conway
President
Water Chef, Inc.
1007 Glen Cove Avenue, Suite 1
Glen Head, New York 11545

Re:	  Water Chef, Inc.
	Registration Statement on Form SB-2
	File No.: 333-122252
	Filed: January 24, 2005

Dear Mr. Conway,

	This is to advise you that the staff has reviewed only those
portions of the above registration statement that relate to the
selling securityholder and signature page requirements and have
the
following comments in that regard.  No further review of the
filing
has been or will be made.  All persons who are by statute
responsible
for the adequacy and accuracy of the registration statement are
urged
to be certain that all information required pursuant to the
Securities Act of 1933 has been included.  You are also reminded
to
consider applicable requirements regarding distribution of the
preliminary prospectus.

	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.

Cover Page

1. It appears that the warrants were immediately exercisable when
issued and that the Series F preferred shares were convertible
with
one year of their issuance.  It is the Division`s position that,
for
the purposes of Section 5, the offer of convertible securities is
also an ongoing offering of the underlying security if the
securities
are convertible at any time with in one year.  As a result, the
holders of the warrants and Series F preferred shares cannot
receive
shares registered in this offering.  However, you may register the
resale of the underlying securities.  In addition, please tell us
the
conversion terms of the Series C preferred shares, we may have
further comment.

2. Please clarify here and throughout the prospectus whether you
are
registering the resale of the common stock issuable upon exercise
of
the warrants and conversion of the Series C and F convertible
preferred stock or whether you are registering the conversion of
these securities.  If you are registering the resale of this
common
stock, please amend your registration statement accordingly.
Please
clarify when the warrants and convertible preferred series C and F
were exercisable at the time of their sale.

Selling Securityholders
3. Please revise the selling shareholder table to include a
"total"
line at the end of the table.

4. For any selling securityholders that are not natural persons
and
not a reporting company under the Exchange Act, a majority owned
subsidiary of a reporting company under the Exchange Act, or a
registered investment fund under the 1940 Act, you must identify
by
footnote or otherwise the natural person or persons having sole or
shared voting and investment control over the securities held by
the
beneficial owner.

5. Please tell us whether any of the selling shareholders listed
in
the selling shareholder table are broker-dealers or affiliates of
broker-dealers.  We note the disclosure at the bottom of page 19;
however a search of our records indicates that Canaccord Capital
Corporation may be a registered broker-dealer.  Please advise.

6. To the extent that any successor(s) to the named selling
securityholders wish to sell under this prospectus, please be
advised
that you must file a prospectus supplement identifying such
successors as selling securityholders.  Material changes to this
information will require the filing of a post-effective amendment.
Please revise the disclosure to state that changes to the selling
shareholder information will be made via a prospectus supplement
or a
post-effective amendment

Signature Page

7. Please sign this registration statement in the manner called
for
by Form SB-2 and refer to the Instructions for the signatures.
Please have your company`s controller or principal accounting
officer
sign in this capacity and reconcile the positions listed for Mr.
Conway on the signature page with those listed under the
Directors,
Executive Officers section on page 24.

Closing Comments

      As appropriate, please amend your registration statement in
response to this comment.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and 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 a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct any questions to Craig Slivka at (202) 942-
7470.
You may also direct questions to Chris Edwards, who supervised the
review of your filing, at (202) 942-2842.

						Sincerely,

						Pamela A. Long
						Assistant Director

cc: 	Robert H. Friedman, Esq.
	Fax 212-451-2222
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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