SecProbe.io

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                             RICHARDSON & PATEL LLP
                            10900 WILSHIRE BOULEVARD
                                    SUITE 500
                          LOS ANGELES, CALIFORNIA 90024
                            TELEPHONE (310) 208-1182
                               FAX (310) 208-1154

                                October 25, 2004

VIA EDGAR CORRESPONDENCE & FACSIMILE
------------------------------------

Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 04-04
Washington, D.C. 20549-0404
Attn: Mark Austin, Esq.

         RE:      SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                  FORM SB-2/S NO. 1 FILED SEPTEMBER 30, 2004
                  FILE NO. 333-117994

Dear Mr. Austin:

         On behalf of Sub Surface Waste Management of Delaware, Inc. (the
"Company"), we hereby transmit by EDGAR pursuant to Rule 101(a) of Regulation
S-T, our responses to the Commission's letter, dated October 19, 2004, in
connection with the Commission's review of the Company's Registration Statement
on Form SB-2/Amendment No. 1 filed on September 30, 2004 (the "Registration
Statement").

         For the convenience of the staff, each comment is repeated verbatim
with the Company's response immediately following.

SUMMARY, page 1
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1. We note the statement in your response letter and in "The Fusion Transaction"
section that based on the recent market price, you estimate that you will sell
no more than 5,700,000 shares to Fusion under the agreement. You also state that
do not anticipate registering more than these 5,700,000 shares at this time,
which should result in proceeds to you of less than the full $6 million
available under the equity agreement. Please revise your summary and other
disclosures as necessary to emphasize this fact. As you currently discuss only
the maximum $6 million of available funding under the agreement, investors might
assume that you have a present intention and need to draw the full amount.

         RESPONSE: We have revised our disclosures to address the staff's
         comment. In addition, we have revised our disclosure to clarify that we
         have increased the number of shares registered that may be purchased by
         Fusion Capital Fund II, LLC, pursuant to the common stock purchase
         agreement and the number of shares registered that are issuable upon
         conversion of the Promissory Note entered into on behalf of Fusion
         Capital.

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Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
October 25, 2004
Page 2

RISK FACTORS, page 3
------------

2. If material, please revise your document to include a risk factor discussion
of the fact that West Coast Fermentation is your sole supplier of microbial
blends and that you have not considered alternative sources.

         RESPONSE: The Company does not believe that its reliance on West Coast
         Fermentation as its sole supplier of microbial blends is a material
         risk factor. The Company relies solely on West Coast Fermentation as
         its sole supplier of microbial blends in order to protect its
         proprietary information about its microbial blends and maintain a high
         degree of control over the manufacturing process. West Coast
         Fermentation is a wholly owned subsidiary of U.S. Microbics, Inc., the
         Company's parent. The Company and West Coast Fermentation continue to
         have good relations and work closely to develop and improve the
         Company's current microbial blends. As a result, the traditional risks
         which may be associated with a company relying on a sole manufacturer
         are not applicable to the Company's situation. At such time, if ever,
         the Company's microbial needs surpass West Coast's output capacity,
         West Coast will be able to increase its output capacity at minimal
         costs.

USE OF PROCEEDS, page 14
---------------

3. Please revise this section to disclose, based on a recent market price, the
amount that you would be able to raise in this offering based on the sale of the
Purchase Shares that are being registered.

         RESPONSE: We have revised our disclosures to address the staff's
         comment.

SELLING SECURITY HOLDERS, page 19
------------------------

4. Since Mark A. Holmstedt is an affiliate of a broker-dealer, please revise
your disclosure to state, if true, that he: (1) purchased in the ordinary course
of business; and (2) at the time of the purchase of the securities to be resold,
he had no agreements or understandings, directly or indirectly, with any person
to distribute the securities. If you are unable to make these statements in the
prospectus, the disclosure must state that he is an underwriter.

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Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
October 25, 2004
Page 3

         RESPONSE: We have revised our disclosure under the Plan of Distribution
         to state that Mark A. Holmstedt, a selling security holder, is an
         affiliate of a broker-dealer. Additionally, we have disclosed that Mr.
         Holmstedt has represented to the Company that he purchased the
         securities being registered in the prospectus in the ordinary course of
         business, and that at the time of his purchase of these securities, he
         had no agreements or understandings, directly or indirectly, with any
         person to distribute such securities.

DESCRIPTION OF BUSINESS, page 31
-----------------------

GOVERNMENT REGULATION, page 37

5. If material, please revise your disclosure to discuss how long it generally
takes to "secure an approved site work plan from the lead regulatory agency..."
As appropriate, please also include corresponding risk factor disclosure
regarding potential delays and costs associated with the permitting process.

         RESPONSE: The Company does not believe that there is a material risk
         due to potential delays and costs associated with the permitting
         process, other than as disclosed under the risk factor captioned "WE
         MAY BE SUBJECT TO FUTURE ENVIRONMENTAL LIABILITIES WHICH ARE NOT
         COVERED BY, OR EXCEED THE COVERAGE AMOUNTS OF, OUR INSURANCE WHICH
         COULD AFFECT OUR RESULTS OF OPERATIONS OR FINANCIAL CONDITION."

         We have revised our disclosures under Government regulation to discuss
         the amount of time required to secure an approved site work plan from
         the lead regulatory agency and have revised our risk factors to address
         potential delays and costs associated with the permitting process.

EXECUTIVE COMPENSATION, page 47
----------------------

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE, page 48

6. We reissue prior comment number 30 to revise your disclosure to briefly
explain how you arrived at the "Value of Unexercised, In-The-Money Options." In
this regard, we note that the table lists Preferred Series A Stock, whereas the
footnote indicates that the numbers are based on the closing price of $0.75 for
shares of Common Stock.

         RESPONSE: Each share of Series A Preferred Stock is convertible onto
         five shares of common stock. The Company determined the value of
         unexercised, in-the-money options on as-converted basis. Accordingly,
         we have revised our disclosure to reflect the foregoing.

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Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
October 25, 2004
Page 4

PART II
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EXHIBITS
--------

EXHIBIT 5.1

7. We note the language in the opinion stating that "other than the Purchase
Shares and the Note Shares, the shares issuable by the Company pursuant to this
Registration Statement are validly issued, fully paid and nonassessable..." It
appears that the shares being referenced have already been issued. Please revise
or advise.

         RESPONSE: We have filed the revised legal opinion by Richardson & Patel
         LLP as an exhibit to Amendment No. 2 to the Registration Statement to
         address the staff's comment.

                                     * * * *

         The foregoing responses are supplemented by the our revisions to
Amendment No.2 to the Registration Statement, of which a marked copy will be
sent by overnight courier.

         If you have any questions or further comments, please do not hesitate
to contact the undersigned at (310) 208-1182 or via fax at (310) 208-1154.

                                             Very truly yours,

                                             RICHARDSON & PATEL, LLP

                                             By: /S/ NIMISH P. PATEL
                                                 ------------------------------
                                                 Nimish P. Patel

cc: Mr. Bruce Beattie, Chief Executive Officer

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