SecProbe.io

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<TYPE>CORRESP
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October 14, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Jeffrey Riedler
U.S. Securities and Exchange Commission
Assistant Director
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE:  BAYWOOD INTERNATIONAL, INC.
          PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
          FILE NO. 0-22024

Dear Mr. Riedler:

     We  are  responding  to  the  comments of the Staff ("Staff") of the United
                                                           -----
States  Securities  and  Exchange Commission ("SEC") set forth in your letter of
                                               ---
October  12,  2005 ("Staff Comment Letter") with respect to certain filings made
                     --------------------
by  Baywood International, Inc. ("we", "us" or the "Company") with the SEC under
                                  --    --          -------
the  Securities  Exchange Act of 1934, as amended.  Filed herewith is an amended
Annual  Report on Form 10-KSB/A for the Company's fiscal year ended December 31,
2004  and  a  Definitive  Proxy  Statement  on  Schedule  14A  incorporating the
requested  changes  as  set forth in the Staff Comment Letter (collectively, the
"Amendments").
 ----------

     For  the  convenience  of the Staff, all responses are keyed numerically to
respond  to  the  Staff's  numbered  comments  in  the  Staff  Comment  Letter.
Additionally,  for  the  convenience of the Staff, we have set forth the Staff's
original  comments  from  the  Staff  Comment Letter in bold and italicized type
immediately prior to each response.

     Under  separate  cover,  via overnight mail, we are also forwarding to your
attention  a courtesy copy of this letter and the Amendments, marked to show the
changes  that  the  Company  has  made.

     As  requested  in the Staff Comment Letter, in connection with this filing,
the  Company  acknowledges  that (i) the Company is responsible for the adequacy
and accuracy of the disclosure in the Amendments; (ii) Staff comments or changes
to  disclosure to Staff comments do not foreclose the Commission from taking any
action  with  respect to such filing; and (iii) 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.

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Securities and Exchange Commission
October 14, 2005
Page 2

SCHEDULE 14A
------------
General
-------

1.     IN YOUR RESPONSE LETTER, PLEASE RESTATE OUR COMMENT BEFORE PROVIDING YOUR
RESPONSE.

RESPONSE:  We have complied with your request.

2.     PLEASE  FILE THE PROXY CARD WITH YOUR NEXT AMENDMENT TO THE SCHEDULE 14A.

RESPONSE:  As  requested,  appropriate  modifications  have  been  made  in  the
Amendments.

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.

RESPONSE:  As  requested,  appropriate  modifications  have  been  made  in  the
Amendments.  Please note that with respect to the proposal to amend our Articles
of Incorporation, abstentions will be treated as negative votes.

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.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

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.

<PAGE>
Securities and Exchange Commission
October 14, 2005
Page 3

RESPONSE:  As  requested,  appropriate  modifications  have  been  made  in  the
Amendments.

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.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

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.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

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.

RESPONSE:  The  resignation  letters of Mr. Lam and Ms. Choi did not contain any
reference  to  any  disagreements  nor  was  the  Company  asked to disclose any
disagreements.

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 THAT THOSE THAT COULD BE OBTAINED FROM NON-AFFILIATES.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

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.

RESPONSE:  Please note that in response to your comment we have filed the HKTPCO
agreement  to  the  amended  10-KSB  as  Exhibit  10

<PAGE>
Securities and Exchange Commission
October 14, 2005
Page 4

10-KSB
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General
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11.     PLEASE  INCLUDE  THE  SIGNATURE  OF  YOUR  PRINCIPAL  FINANCIAL OFFICER.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

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.

RESPONSE: Please note that we have deleted this claim and revised our disclosure
on page 5 of our amended 10-KSB to read as follows: "Management feels that there
is  potential for internal growth from existing and new product formulations for
condition  specific applications or for everyday use as part of a better quality
of  life."

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.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

Market and competition, page 7
------------------------------

14.     PLEASE  IDENTIFY  YOUR  PRINCIPAL  COMPETITORS.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.  Beyond  the  expanded disclosure that we have provided, please note
that  it  is  difficult  to  respond  more fully to your comment given the broad
nature  of  our  industry.  There  are  hundreds  of  small  companies that sell
thousands  of  combinations of products that are either dissimilar or similar to
the  products  that  we  sell.

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.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

<PAGE>
Securities and Exchange Commission
October 14, 2005
Page 5

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.

RESPONSE:  As requested, appropriate modifications have been made in each of the
Amendments.

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  "W 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 YOUR
PRODUCTS  WITH  RESPECT  TO  EFFECTIVENESS,  SAFETY,  PRICING  OR OTHER MATERIAL
FACTORS  THAT  COULD  IMPACT  SALES  AND  THE  COMPANY'S  PROSPECTS.

RESPONSE: We note your comment and will make the appropriate revisions in future
filings.

     Thank  you  for  your  consideration  and prompt attention to this response
letter.

                                             Sincerely,

                                             Neil Reithinger
                                             President & Chief Executive Officer

cc:  Mark Weber - Epstein, Weber & Conover, PLLC

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