SecProbe.io

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<TYPE>LETTER
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December 2, 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.
		Amendment No. 1 to Registration Statement on
      Form SB-2
      Filed November 10, 2005
	File No. 333-127855

Dear Dr. Whitney:

      We have reviewed your amended 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 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. Please update the financial statements and related disclosure
included in the registration statement for the most recent nine
month
interim period. In addition, your disclosure in the prospectus
should
be updated to reflect developments at least as current as the most
recently filed quarterly report for the fiscal quarter ended
September 30, 2005.

Risk Factors, page 6

2. Please re-order the risk factor discussion so that you present
those risks that are relatively more material to your operations
first.  For example, the risk factor regarding your significant
dependence on single customers for your fertilizer sales and
photochemical recycling revenues would appear to be relatively
more
material than the more general risk factors appearing on page 7.
Please revise your disclosure accordingly.

Risks Relating to Our Business, page 6

If we are unable to obtain..., page 6

3. We note the disclosure in your liquidity and capital resources
discussion in which you indicate that based on currently available
funding, you will have working capital through March to June of
2006.
Please revise the risk factor heading and supplement the risk
factor
disclosure so that you specifically reference the anticipated
shortfall in liquidity and capital resources that could occur as
early as March 2006.

Our Mining Technical Services Revenues Were Dependent..., page 7

4. Revise the heading of this risk factor and the discussion that
follows to clearly state that you no longer have a contract that
provides the revenue stream which accounted for 75% of revenues in
the mining and technical services segment.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 13

Results of Operations, page 14

5. We note the revisions in response to our prior comment 17 and
partially reissue the comment.  Instead of generally listing the
factors that affect your photochemical recycling and silver
bullion
revenues, explain how and why the listed factors impact your
revenues.  Also, rather than merely stating that fertilizer
revenues
are impacted by seasonality (i.e. the growing season), specify the
months that constitute the growing season.

6. We note your response to prior comment 19.  Please provide us
with
a summary of the evidence that you considered in determining that
a
right of setoff exists and is enforceable at law with regard to
your
net presentation of photochemical recycling receivables and silver
in
inventory payables.  See paragraph 7 of APB 10 and paragraph 5 of
FIN
39.

7. We note your response to prior comment 22.  Please balance your
business discussion of expanding the states where fertilizer
products
are registered and efforts to begin sales in these new territories
with analysis in MD&A of the costs involved to date and
expectations
of costs for the near future of implementing these plans.

8. We note your response to prior comment 23.  Please provide us
with
a cross-reference to where you have specifically discussed who
manufactures the concentrators and how sales in this area affect
the
flexibility of your operations.  Please note that for all
responses
to our comments, a specific cross reference to the location of
information greatly facilitates our review.

9. We note your response to prior comment 25.  Please provide a
more
specific cross reference to where you have discussed the inventory
and account receivable factoring arrangement in more detail in
MD&A.
The availability and terms of the arrangements and how management
uses the arrangement enhance an investor`s understanding of the
company`s liquidity and capital resources.

Photochemcial Fertilizer, page 15

10. We reissue comment 28.  Your statement that in the "near term,
this will result in reduced photochemical recycling revenue..." is
insufficient in explaining the consequences to your operations
resulting from the termination of the Shutterfly, Inc. supply
contract.  Please revise your disclosure accordingly.

Financial Statements

Balance Sheet

11. Please cite the authoritative literature supporting your
presentation of a current portion of deferred loan fees.  We note
the
definition of a current asset at paragraph 4 of Chapter 3A of ARB
43
which includes cash and other assets reasonably expected to be
realized in cash or sold or consumed in the normal operating
business
cycle.

12. As requested in prior comment 45, identify as a separate line
item in your property and equipment breakdown the asset value of
equipment under capital lease.  Also, considering that the
equipment
has depreciable lives ranging from five to twenty years, separate
line items for the shorter and longer lived items, reflecting
their
nature and/or function.  We note your disclosure at Note 11 that
the
underlying assets consist of computers, office equipment, plant
machinery and automobiles.  See paragraphs 4-5 of APB No. 12.

13. With respect to prior comment 46, please revise your response
to
cite the authoritative accounting literature supporting equity
classification of the common stock to be issued in lieu of
salaries.

Statement of Operations

14. We note your response to prior comment 48.  Please refer to
the
last sentence of SAB Topic 11-B as it pertains to your
presentation
of gross profit before depreciation and amortization.  Please
revise.

Note 1 - Significant Accounting Policies

15. We note your response to prior comment 52.  Please revise your
disclosures to address the following points:

*	Stock-based Compensation: Address the impact that future
adoption of SFAS 123R will have on your accounting.  See SAB Topic
11-M.
*	Contingencies: Revise your disclosure throughout the document
to
use the terms probable, reasonably possible and remote as
indicated
in SFAS 5.
*	Non-cash Transactions: Address the disclosure requirements of
paragraphs 32 and 70-74 of SFAS 95 in addition to non-monetary
transactions under APB 29 and SFAS 153.
*	Marketable Securities: Paragraph 13 of SFAS 115 requires that
available for sale securities by carried at fair value.  Explain
your
use of lower of cost or fair value.
*	Web Site Development Costs: Please revise to provide a more
comprehensive analysis of the issues addressed under EITF 00-02
and
how your accounting may change as you advance into different
stages
of implementation.
*	Factoring Arrangements: revise to provide specific terms and
other information necessary to address the impact of SFAS 125 and
140.  Disclose who is the counterparty, caps on amounts that can
be
factored, how the interest rate is determined, and other pertinent
information.

Note 3. Long-Term Debt, page F-13

16. We have read your response to prior comments 54 and 55.
Please
provide us with the pertinent terms of the convertible promissory
notes reflected in the 2003 and 2004 long-term debt balances.  In
your response, please indicate whether or not these notes are
considered conventional convertible in accordance with paragraph 4
of
EITF 00-19.  We may have further comment.

Subsequent Events

17. We note from your response to prior comment 60 that the "notes
issued in August 2005 have a beneficial conversion feature;" and
that
the "effect of the beneficial conversion will be included in the
statement of operations in the third quarter of 2005."
Additionally,
we note your disclosure on page 10 of your third quarter Form 10-
QSB
that describes the accounting treatment you have given to the
issuance on June 15, 2005 of four Callable Secured Convertible
Notes
and associated Stock Purchase Warrants.

Based on the exhibits you filed in a Form 8-K on July 20, 2005,
including exhibits 10.1 through 10.13, please tell us how you have
applied the guidance in EITF Issue 00-19 in evaluating whether the
debt conversion features for the secured convertible term notes
are
embedded derivatives that you should separate from the debt host
and
account for at fair value under SFAS 133 and its implementation
guidance at B15 .  It appears that these notes may not meet the
definition of conventional convertible debt in paragraph 4 of EITF
Issue 00-19 since the number of shares that may be converted by
the
holder of the notes is not fixed.  In this regard, we note that
the
conversion price is defined as the lesser of the variable
conversion
price and the fixed conversion price of $.10.  This coincides with
the statement in your Form SB-2 that "Accordingly, there is in
fact
no limit on the number of shares into which the notes may be
converted."

Since these notes are not conventional convertible, you would be
required to analyze the conversion feature under paragraphs 12-32
of
EITF 00-19.  Based on a high-level review of the aforementioned
exhibits, and therefore without limitation, we note the following
provisions that would result in liability classification under
EITF
00-19.  If true, you would be required to bifurcate the conversion
option feature from the debt host and account for the feature as
an
embedded derivative liability with changes in fair value being
recorded in the income statement.  Additionally, we note that if
you
conclude that this is the appropriate accounting, you would not
account for any beneficial conversion under EITFs 98-5 and 00-27.

* Your registration rights agreement requires you to file a
registration statement that is declared effective by the SEC and
to
keep the registration statement continuously effective for a
preset
time period; otherwise, you are required to pay a liquidated
damages
payment equal to 2% of the product of the original principal
amount
of the note per month until the event is cured, with no cap on the
maximum penalty that could be incurred.  Also, you will incur
these
liquidated damages if your common stock is not listed or quoted,
or
is suspended from trading for the periods outlined in the
agreement.
Refer to paragraph 16 of EITF 00-19;

* You currently do not have sufficient authorized and unissued
shares
available to settle the notes after considering all other
commitments
that may require the issuance of stock.  We note your disclosure
in
the Risk Factors of your SB-2, "If we fail to obtain stockholder
approval to increase our authorized shares of common stock, we may
be
subject to various penalties and will be in default of the
securities
purchase agreement." Refer to paragraphs 19 and 20 of EITF 00-19.

18. In addition, it appears that the warrants you have issued
would
also be required to be accounted for as freestanding derivative
instrument liabilities under EITF 00-19 since these warrants are
subject to the same registration rights agreement noted above for
the
secured convertible term note.  Please advise.

19. It also appears that the note agreements may contain other
embedded derivatives that you should evaluate under SFAS 133 and
EITF
Issue 00-19.  Without limitation, tell us how you evaluated the
following:

* Your option to redeem the notes at a certain predetermined
percentage of the outstanding principal and accrued interest
depending upon the date of prepayment.

* You will be required to make conversion default payments, in
cash
or common stock, if you do not have sufficient authorized but
unissued shares of common stock to effect a conversion.  In this
regard, we note that it does not appear that the economic
characteristics of this feature are clearly and closely related to
the economic characteristics of the debt host.

Please note that we expect you to perform a thorough analysis of
all
the provisions of your convertible debt instruments in order to
determine whether there are any other provisions that may be
embedded
derivatives which should be bifurcated and accounted for
separately
as a derivative pursuant to SFAS 133.  Please tell us all of the
embedded derivatives you identified during your review of your
debt
agreements and how you evaluated each provision.

General

20. Update the financial statements in the registration statement
as
required by Item 310(g) of Regulation S-B.

21. Provide a currently dated consent of the independent public
accountant in each amendment.

Closing Comments

      As appropriate, please amend the above filing in response to
these comments.  You may wish to provide us with a marked copy 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 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 to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Gabrielle Malits at (202) 551-3702 or Jill
Davis, Accounting Branch Chief at (202) 551-3683 if you have
questions regarding comments on the financial statements and
related
matters.  You may contact Mellissa Campbell Duru at (202) 551-
3757,
Tangela S. Richter, Legal Branch Chief, at (202) 551-3685, or me
at
(202) 551-3745 with any questions.  Direct all correspondence to
the
following ZIP code:  20549-7010.

									Sincerely,

									H. Roger Schwall
									Assistant Director

        cc:    via facsimile
           	Eric Pinero, Esq.
            	Sichenzia Ross Friedman Ference LLP
            	(212) 930-9725

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Dr. Whitney
Itronics Inc.
December 2, 2005
page 7

UNITED STATES
SECURITIES AND EXCHANGE COMMIS