SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

 March 21, 2012
 Via E-mail

Terry B. Anderton Chief Executive Officer and Chief Financial Officer Trunity Holdings, Inc. 15 Green Street Newburyport, Massachusetts 01950
Re: Trunity Holdings, Inc.
  Amendment No. 1 to Current Report on Form 8-K   Filed March 13, 2012   File No. 0-53601

Dear Mr. Anderton:

We have reviewed your amended filing and have the following comments.  In some
of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.

Forward-Looking Statements, page 13

1. We note your response to comment 9 in our  letter dated February 23, 2012, and we
reissue that comment.  Because you are an issuer of penny-stock, the safe harbor in
Section 21E of the Securitie s Exchange Act does not appl y to you.  Please revise to
delete all mention of Section 21E.
 Security Ownership of Certain Benefi cial Owners and Management, page 17

2. We note your response to comment 11 in our le tter dated February 23, 2012.  It is not
clear where the changes to the disclosure were made in response to this comment.  Furthermore, it appears from your response and from footnote 1 to the beneficial ownership table that Mr. Les Anderton should be listed as the beneficial owner of the

Terry B. Anderton
Trunity Holdings, Inc. March 21, 2012
Page 2

 shares pertaining to  Aureus Investments.   Please revise the table accordingly or
clarify in your response to us why this ch ange is not appropriate  under the beneficial
ownership rules.  Also tell us in you r response how you arrived at the number
7,247,683 in the third paragra ph of this section.
Certain Relationships and Related Tran sactions, and Dir ector Independence
 3. We note your response to comment 14 in our letter dated February 23, 2012.  Please
revise to clarify what defi nition of independence has b een used to determine the
independence of your directors.  Refer to Item 407(a)(1)(ii).
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a 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
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to the filing; and
 the company may not assert staff comments as defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Gregory Dundas, Attorney-A dvisor, at (202) 551-3436, Paul Fischer,
Attorney-Advisor, at (202) 551-3415, or me  at (202) 551-3810 with any questions.

Sincerely,
         / s /  L a r r y  S p i r g e l
Larry Spirgel Assistant Director