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Mail Stop 6010								October 12, 2005

Neil Reithinger
President
Baywood International, Inc.
14950 N. 83rd Pl., Ste.1
Scottsdale, AZ 85260

Re:	Baywood International, Inc.
Preliminary Information Statement on Schedule 14A, filed October
11,
2005
File No. 0-22024

Dear Mr. Reithinger:

      We have reviewed your filing and have the following
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.

Schedule 14A
General

1. In your response letter, please restate our comment before
providing your response.

2. Please file the proxy card with your next amendment to the
Schedule 14A.

Revocability of Proxy and Voting of Proxy, page 3

3. You state, "Because abstentions with respect to any matter are
treated as shares present or
represented and entitled to vote for the purposes of determining
whether that matter has been approved by the shareholders,
abstentions have the same effect as negative votes."  It appears
to
us that abstentions might be treated differently in connection
with
the different proposals.  Supplementally, if true, please confirm
to
us that abstentions will be treated as negative votes in the case
of
each of the proposals.  If this is not the case, please amend your
disclosure accordingly.

Proposal 2, p.5
Amendment to the articles of incorporation

4. As of the most recent practicable date, please disclose the
number
of shares of common stock:
* issued and outstanding;
* reserved for issuance in connection with the conversion of
shares
of outstanding preferred stock;
* reserved for issuance pursuant to any and all options, warrants
and
any other similar types of securities; and
* available for future issuance.

5. With respect to the Class G Preferred Stock, please disclose
that
Mr. Reithinger and Mr. Rullich, who own all of these shares, are
voting in favor of the proposal.

6. We note your statement that the company does not have any plans
to
issue shares in any corporate combination.  However, you should
also
whether the company has any plans to issue shares for any other
purpose at the present time.  If the company does have such plans,
please provide a brief description of the plans.

7. Please disclose the implications for shareholder approval of
this
proposal, including the dilutive and/or anti-takeover effects the
proposals could have if the company issues shares.

Corporate Governance, p. 7

8. We note that Mr. Lam and Ms. Choi resigned from the board in
June
of this year.  Item 7 of Schedule 14A may require that the company
disclose disagreements between the company and these directors.
Please review the requirements of Item 7 and revise the disclosure
as
necessary.

Certain relationships and transactions, p.14

9. We note your statement that the company has a policy relating
to
transactions with affiliates.  However, this disclosure is
different
from a statement indicating that the terms of these two agreements
are not less favorable to the company than other, similar
agreements.
Please revise your disclosure to state, if applicable, that these
agreements are on terms no less favorable than those that could be
obtained from non-affiliates.

Incorporation by reference, p. 15

10. You have only incorporated the company`s 2004 annual report
into
the proxy statement.  However, that annual report does not
include,
as an exhibit, the HKTPCO agreement.  Please revise your
incorporation by reference to include the document to which you
attached this agreement.  Please note that we may have comments on
that filing.

10-KSB
General

11. Please include the signature of your principal financial
officer.

Growth Strategy, page 5

12. Supplementally, provide us with support for the proposition
that
there is "a continued recognition and potential of natural-based
compounds for consumer benefit."  Alternatively, delete this
claim.

International, page 5

13. Please disclose the percentage of total sales that were made
in
each of Canada, Europe and Asia for the year ended December 31,
2004.

Market and Competition, page 7

14. Please identify your principal competitors.

Government Regulation, page 9

15. Please state whether or not you are currently in compliance
with
each of the laws, rules and regulations you mention in this
section.
Also, describe any incidence of noncompliance over the past three
years.

Dividends, page 12

16. Please state your aggregate annual dividend payment
obligations
in connection with each of your Class E and Class F preferred
stock.
Also, state whether you were current as to dividend payments to
the
holders of these securities as of December 31, 2004.

Risk Factors, p. 18

17. In future filings with risk factors, please customize your
risk
factors with fact-specific disclosure so that investors will have
the
proper context in which to evaluate the risks you describe.  As
one
example only, in your discussion "We may face significant
competition..." on page 21, you have provided a rather generic
discussion of the risks associated with competition.  In the
future,
this risk factor should include discussion of actual competitors
and
potential competitors and any advantages their products may have
relative to your products with respect to effectiveness, safety,
pricing or other material factors that could impact sales and the
company`s prospects.

   As appropriate, please amend your filing in response to these
comments.  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 filing 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.

   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 action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

   You may contact Zafar Hasan at (202) 551-3653, or me at (202)
551-
3678 with any other questions.

  Sincerely,

									Jeffrey Riedler
									Assistant Director
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