SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 3561

      October 20, 2005

Mr. Clinton H. Howard
Chief Executive Officer
Royal BodyCare, Inc.
2301 Crown Court
Irving, Texas 75038

	Re:	Royal BodyCare, Inc.
      Form 10-K for the Year Ended December 31, 2004
		Filed March 31, 2005
      Form 10-Q for the Quarter Ended June 30, 2005
      Filed August 12, 2005
      File No. 0-50417

Dear Mr. Howard:

		We have reviewed your response dated August 16, 2005 to
our
comment letter dated August 4, 2005 and have the following
additional
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 information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

Form 10-K for the Year Ended December 31, 2004

General

1. We note your response to comments 2 and 3 in our letter dated
August 4, 2005.  Please file an amendment that includes your
proposed
revision to disclosure controls and procedures on page 20 and the
signatures required by paragraph 2(a) of General Instruction D to
Form 10-K.

Consolidated Statements of Operations, page F-4

2. We note your response to comment 4 in our letter dated August
4,
2005.  We believe that the losses you described should be
classified
as components of operating income (loss).  Please revise your
filing
accordingly.

Note Q - Related Party Transactions, page F-25

3. We note your response to comment 5 in our letter dated August
4,
2005.  Please explain to us how your accounting treatment of the
split dollar life insurance arrangement prior to the cancellation
of
collateral assignment agreement and transfer of the policy
complies
with the guidance contained in FTB 85-4.  In doing so, please tell
us:
* the provisions contained in the collateral assignment agreement
that provided for the realization of premiums paid and/or cash
surrender value upon the termination of Mr. Howard`s employment
prior
to his death or maturity of the policy;
* whether you entered into any other agreement with Mr. Howard
that
provided for the recovery of premiums paid in excess of cash
surrender value; and
* your justification in GAAP for not recognizing premiums paid as
an
expense to the extent premiums exceeded the change in cash
surrender
or contract value or the discounted present value thereof.

Form 10-Q for the Quarter Ended June 30, 2005

Financial Statements
Notes to Condensed Consolidated Financial Statements, page 7
Note J - Earnings Per Share, page 14

4. You disclose that the conversion of the convertible notes would
have an anti-dilutive effect on diluted earnings per share for the
quarters ended June 30, 2005 and 2004 and excluded from the
computation.  Therefore, we assume that the assumed conversion of
the
convertible notes is reflected in the computation of diluted
earnings
per share for the six months ended June 30, 2005 and 2004.  If so,
the reconciliation of the denominators of diluted per-share
computations should include the individual share amount effects of
dilutive stock options and convertible debt.  You should also
include
a reconciliation of the numerators that include the individual
income
effects of the convertible debt.  In future filings, please revise
your disclosure to include the individual income and share amount
effects of all securities that affect earnings per share or
clarify
your disclosure about securities that could potentially dilute
basic
earnings per share in the future that were not included in the
computation of diluted earnings per share for all periods
presented.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Bill Thompson at (202) 551-3344 if you have
any
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3716 with any other
questions.

	Sincerely,

								William Choi
								Accounting Branch Chief

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Clinton H. Howard
Royal BodyCare, Inc.
October 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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