SecProbe.io

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September 25, 2005
via U.S. Mail
Dr. John W. Whitney
Chief Executive Officer
Itronics Inc.
6490 S. Mc Carran Blvd., Building C-23
Reno, Nevada 89509

Re:	Itronics Inc.
		Registration Statement on Form SB-2
      Filed August 26, 2005
	File No. 333-127855
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		Forms 10-QSB for Fiscal Quarters Ended
		March 31, 2005 and June 30, 2005
		File No. 033-18582

Dear Dr. Whitney:

      We have reviewed your filings 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 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
filings.
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. Where comments relating to disclosure in one section apply to
disclosure in another section, please make corresponding changes.
This will avoid the need to issue repetitive comments.

2. There is a significant amount of redundant disclosure
throughout
the prospectus.  For example, disclosure regarding the Securities
Purchase Agreement and the terms of the financing arranged is
repeated, in some instances, verbatim, on pages 5, 12 and 66.
Similarly, repetitive disclosure describing your business and
growth
plans and implementation commencing on pages 17 and 37 should be
revised to eliminate unnecessary duplication.  These are examples
and
not an exhaustive list of the areas in the prospectus that contain
repetitive disclosure.  Please revise the prospectus accordingly.
In
this regard, we remind you that the forepart of the prospectus
should
include only the cover page, summary, risk factors and, if
applicable, the table of contents.  Please remove any other
information from this section.  We note the information appearing
on
page 2 and page 5.

Front cover page

3. Rather than state that investors may convert at a price that is
55% of the average of the three lowest intraday trading prices for
the common stock, revise to state that the investors could receive
a
45% discount to the average of the three lowest intraday trading
prices for the common stock.

Summary, page 3

4. Provide support for the subjective statements made throughout
the
Summary and Business sections of the prospectus. For example, you
state that you are a "world leader" in photochemical recycling and
are the "only company in the world" with the integrated technology
to
extract more than ninety-nine percent of the silver and virtually
all
of the other toxic heavy metals from used photoliquids.  Unless
you
can provide objective support for such statements, please remove
them
from the prospectus.

Risk Factors, page 6

5. Please remove language that has the tendency to mitigate the
risk
being disclosed. For example, under the heading "[i]f we are not
able
to successfully market...our products...," you state in the risk
factor disclosure that "[you] have performed marketing tests and
determined that [y]our products compete effectively in the markets
being targeted." Similarly, there are several paragraphs of
disclosure that attempt to explain the company`s "competitive
advantage" with respect to its products in the disclosure under
the
risk factor heading "[o]ur success is dependent...," on page 7.
Please remove such language from the risk factor discussion so
that
your disclosure properly conveys the material risks to your
company.

We rely on Contractual Relationships

6. Based upon disclosure in the notes to the financial statements
on
page F-15, it would appear that you rely significantly on a
limited
number of customers in both business segments of your operations.
Please include a separate risk factor where you discuss the risk
of
your substantial dependence on a limited number of customers.  You
should include in the heading the name of the customer upon whom
you
are substantially dependent and the percentage of your revenues
attributable to such customer.  Please note that such risk factor
disclosure should be included with respect to any customer that
accounts for in excess of 10% of your revenues on a segment by
segment basis.  All agreements with such material customers should
be
filed.

7. Please also include a separate risk factor where you discuss
your
substantial dependence on any suppliers who provide in excess of
10%
of your supply for any of your products.  You should include the
name
of such supplier and the percentage of such supply provided.
Please
ensure that all related agreements are filed.

8. Finally, we note that for the year 2004, a significant part of
your accounts receivables balance was attributable to one
fertilizer
customer.  Please include a separate risk factor where you
describe
the risk associated with this fact.  Please include the name of
the
customer as well as the percentage of your accounts receivables
balance attributable to such customer.

9. As discussed in the notes to the financial statements at page
F-
40, the company appears to be exposed to the risk associated with
your default in payments owed to various lessors.  Please
succinctly
summarize such obligations and the risk associated with your
inability to meet such obligations.

10. Please disclose the risks associated with the reconfiguration
of
your mining technical services division and launch of an internet
information portal.

11. We note the discussion on page 61 regarding the registration
of a
new line of your GOLD`n GRO products with the Environmental
Protection Agency.  Advise us of the significance of obtaining
registration for the new line of GOLD`n GRO animal
repellent/fertilizer product and whether there is a risk to your
business plans and operations if you do not register within the
timeframe you have planned.

Risks Relating to Our Business, page 6

"If we are unable to obtain additional financing...,"  page 6

12. We note the restrictions imposed by Section 4.e of the
Securities
Purchase Agreement with regard to future offerings and capital
raising transactions.  Please tailor this risk factor discussion
to
address the limitations imposed by the terms of the Securities
Purchase Agreement.

Securities Purchase Agreement, page 12

13. Section 3.aa of the Securities Purchase Agreement states that
liquidated damages may be payable in cash or shares at the option
of
the Company, yet your disclosure in the prospectus indicates that
such damages may be paid in shares or cash at the option of the
investors. Please explain this apparent inconsistency or revise
your
disclosure accordingly.

14. Please revise the description of the remedies available to the
investors in the event of a default so that you succinctly
summarize
for investors, without excessive use of legal terms, the material
consequences of an exercise of remedies.

Market for Common Equity and Related Stockholder Matters, page 15

15. Information regarding the first quarter range of high and low
bid
prices is missing from the disclosure.  Consistent with the
requirements of Item 201 of Regulation S-B, please provide the
range
of high and low bid information for each quarter within the past
two
fiscal years.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 17

Critical Accounting Policies and Estimates, page 17

16. Please expand your discussion of critical accounting policies
and
estimates to provide a more thorough discussion of how the
policies
you have adopted in your photochemical recycling business affect
your
financial statement presentation.  We may have further comments.

Results of Operations, page 18

17. Rather than stating that your revenues are difficult to
forecast
and vary significantly from quarter to quarter and year to year,
enhance your disclosure with a summary discussion of the principal
factors that impact your business and the fluctuations you
experience
from quarter to quarter.

18. Throughout this section, you attribute changes in your
revenues
to increases or decreases in sales.  Please expand your discussion
to
describe the underlying business reasons for the
increases/decreases
in sales to which you refer.

19. Please provide us with a narrative description of the stages
of
your photochemical fertilizer operation`s operating cycle from
collection of the photochemical solution through fertilizer sales
accompanied by journal entries that reflect this activity in your
books. We may have further comment

20. Please provide in your analysis of revenue from its various
sources an indication of volume of goods sold, product mix
changes,
pricing and how each of these factors affected revenue from period
to
period.

21. Please more clearly describe what the market is for the silver
extracted from the photochemical solutions.

22. In connection with your reliance on a single customer for your
fertilizer sales, please discuss the nature of relations between
your
businesses.  Indicate whether there are any contractual agreements
providing for sales in future periods.  Discuss your efforts to
diversify your customer base.

23. Clarify whether you manufacture the photochemical silver
concentrators at your facilities or if you subcontract the work.
Discuss the impact this has on the flexibility of your operations
as
it relates to fixed and variable costs and the ability to direct
your
resources based on current demand.

24. It appears that the market price of silver and other
commodities
used in fertilizer production may have a significant impact on
your
results of operations.  Describe historical pricing trends that
have
occurred in these markets and describe how fluctuations have
affected
amounts reported.

25. Describe your inventory and account receivable factoring
arrangement in more detail.

26. Your reference to the introduction of the GOLD`n GRO 9-0-1 + 7
%
Zinc micro nutrient product and its impact on your 2004 fertilizer
sales needs clarification. Explain, for example, why this product
did
not result in similar increases in fertilizer sales in 2003 given
its
introduction in 2001.

27. Throughout your discussion, you reference your "major"
customers
but do not reference your degree of dependence with respect to
such
customers. As noted in Note 4 to the financial statement at page
F-
16, please disclose the significance of your major customers to
your
operations.  Likewise, please identify such customers.

28. You imply that the termination of the agreement with respect
to a
photochemical recycling customer will not impact you materially in
the next twelve months.  Please update us with regard to your
securing other sources of photochemical supply and advise us of
the
quantitative risk, if any, to your operations should you fail to
secure such product in the future or should you deplete the
current
amount of photochemical raw material you currently have in
storage.

Liquidity and Capital Resources, page 25

29. We note that it is anticipated that your funding will provide
for
your capital needs "over the next ten to twelve months."  Confirm
that you have sufficient cash to fund your operations for at least
the next twelve months.

Growth Plans and Implementation, page 25

30. If material, please disclose the approximate cost associated
with
the reconfiguration of your mining technical services segment to
an
internet based division.  Also, please provide disclosure that
explains the reasons prompting such reorientation and why you
believe
it will improve this segment of your business.

   Market Size and GOLD`n GRO Production Capacity, page 28

31. Revise to more succinctly describe your growth plan. For
example,
delineation of each of the steps to be taken in the eight-part
approach to your growth plan, particularly the disclosure
appearing
under the heading "[D]evelop GOLD`n GRO fertilizer applications
for
more crops" is excessive in detail. Please revise your disclosure
accordingly.

Markets and Competition, page 46

32. Your disclosure regarding competitive business conditions and
your specific exposure to such competition (i.e. your relative
competitive position in the industry) is unclear. Consistent with
the
requirements of Item 101(b) of Regulation S-B, revise this section
to
succinctly and clearly identify the competitive business
conditions
you face and tailor the discussion so that it provides investors
with
an understanding of your relative competitive position. In this
regard, please note our prior comment regarding the need to
provide
objective support for statements you make regarding your business.

Research, Development and Technology, page 48

33. Please disclose the duration and effect of all patents held.

Liability, page 49

34. Please provide objective support for the statement that once
processed at your facility, demetallized liquids used in your
product
are "entirely safe" for the environment.
Legal Proceedings, page 53

35. Please indicate whether or not amounts due from you related to
these matters have been accrued and where these amounts are
reported
in your financial statements.  This comment also applies to your
related financial statement footnote disclosures.

36. Please expand your disclosure to provide an evaluation of each
pending matter using the terms defined in paragraph 3 of SFAS 5.
This
comment also applies to your related financial statement footnote
disclosures.

Management, page 54

Directors and Executive Officers, page 54

37. Consistent with the requirements of Item 401 of Regulation S-
B,
please provide a complete biographical sketch for the past five
years
for Mr. Green.

38. It does not appear that you have described all related party
transactions in this section.  We refer to your disclosure in Note
10
to the financial statements.  Please revise to ensure that you
describe all related party transactions in this section.  Please
also
clarify the relationship between WWI and GPXM.  Does WWI still
provide services to that entity?

Where You Can Find More Information, page 69

39. Please revise the information to reflect the change in the
address of the Securities and Exchange Commission to 100 F Street
N.E. Washington, D.C. 20549.

Change in accountants

40. Please include all disclosures regarding your change in
accountants as required by Item 304 of Regulation S-B. We note
your
related disclosure in your Form 10-KSB for the year ended December
31, 2004.

Financial Statements

General

41. There appears to be a typographical error in the header of the
Independent Auditors` Report.  Please revise the company name in
the
header.

42. Please revise the opinion paragraph to refer to the statement
of
comprehensive income (loss).

43. The financial statement pages are out of order and include
duplicate financial statements.  Please revise.

44. Report all transactions with related parties separately on the
face of your financial statements.

Consolidated Balance Sheets, page F-2 and F-5

45. Please report the Equipment under capital lease by the class
of
the asset.  Refer to paragraph 4 of APBO No 12.

46. Please explain why you have reported Common stock to be issued
as
a component of your stockholders` equity.

Consolidated Statements of Operations, page F-3 and F-6

47. Please report your cost of goods sold by revenue type.

48. We note that you have reported gross profit exclusive of
depreciation, dep