SecProbe.io

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Mail Stop 60-10

	August 9, 2005

Quentin T. Kelly
Chairman and Chief Executive Officer
WorldWater & Power Corp.
Pennington Business Park
55 Route 31 South
Pennington, New Jersey 08534

Re:	WorldWater & Power Corp.
	Post Effective Amendment No. 1 to
      Registration Statement on Form SB-2
	Filed July 26, 2005
	File No. 333-115561

Dear Mr. Kelly:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with information so
we
may better understand your disclosure.  After reviewing this
information, we may 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.

Form SB-2

General

1. We note that on July 21, 2005, the interests of the original
purchaser under your April 1, 2004 Stock Purchase Agreement were
assigned to Camofi Master LDC and you amended the stock purchase
agreement to reduce the purchase price of your common stock from
$0.27 to $0.24 per share.  These changes to the original terms of
the
stock purchase agreement are not consistent with our guidance
regarding private equity lines with registered resales.  Refer to
Section VIII of the Current Issues and Rulemaking Projects,
Quarterly
Update (March 31, 2001), which is available in the Corporation
Finance section of the SEC`s website.  Please withdraw this post-
effective amendment.

2. Given the issues identified in the comment above, please tell
us
how your July 22, 2005 issuance of 4,259,260 shares of common
stock
to Camofi Master LDC was consistent with Section 5 of the
Securities
Act.  Also tell us why, given SBI Brightline VIII LLC`s assignment
of
its purchase obligations under the original stock purchase
agreement,
you believe your sales to SBI were consistent with Section 5 of
the
Securities Act.

Management`s Discussion and Analysis of Financial Conditions and
Results of Operations, page 12

Overview, page 12

3. We note the representation that you continue to seek
opportunities
throughout the world, including the Middle East and Africa.
Please
tell us whether you have any contacts (sales, offices,
distribution
or licensing agreements, other contractual arrangements, etc.) in
or
with countries in the Middle East or Africa and, if so, which
countries.   We may have further comment.

*     *     *

      Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your 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.

      The company should include in its letter an acknowledgment
that
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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Donald C. Hunt at (202) 551-3647 or me at
(202)
551-3617 with any other questions.

      Sincerely,

	Russell Mancuso
                                          Branch Chief

cc:  Stephen A. Salvo, Esq. (via facsimile)

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Quentin T. Kelly
WorldWater & Power Corp.
August 9, 2005
Page 1

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