SecProbe.io

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Mail Stop 0308

April 21, 2005

Reggie B. Cook
Chief Financial Officer
AMS Health Sciences, Inc.
711 N.E. 39th Street
Oklahoma City, Oklahoma  73105

		RE: 	AMS Health Sciences, Inc.
			Form 10-K for the fiscal year ended December 31,
2004
			File No.  1-13343

Dear Mr. Cook:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to your financial
statements and related disclosures and will make no further review
of
your documents.  Where indicated, we think you should revise your
document in response to these comments in future filings.  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
or may not 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

General

1. We note that you include free cash flow in MD&A.  In accordance
with Item 10(e) of Regulation S-K, tell us and provide in future
filings the reasons why management believes the presentation of
the
non-GAAP financial measure provides useful information to
investors
and a statement disclosing the additional purposes, if any, for
which
the registrant`s management uses the non-GAAP financial measure
that
are not disclosed elsewhere.

Results of Operations

2. We note that you exclude certain distribution expenses from
cost
of sales.  In future filings, please provide cautionary disclosure
in
MD&A that your gross margins may not be comparable to others,
since
some entities include the costs related to their distribution
network
in cost of sales and others, like you, exclude all or a portion of
them from gross margin, including them instead in a line item such
as
marketing, distribution and administrative expenses.  To the
extent
it would be material to an investor`s ability to compare your
operating results to others in your industry, quantify in MD&A and
the notes to your financial statements the amount of these costs
excluded from cost of sales.

3. Tell us, and quantify in future filings, the number of
associate
terminations for each period presented and the impact on the
financial statements as a result of buy-backs.

Liquidity and Capital Resources

4. We note from the business section that you do not generally
have
long-term supply contracts.  However, we also note that you
"customarily enter into contracts with your manufacturers and
suppliers to establish the terms and conditions of purchase."
Tell
us, if you entered into any material contracts with manufacturers
and
suppliers as of December 31, 2004 and, if so, include in the
contractual obligations schedule in accordance with Item 303(a)(5)
of
Regulation S-K in future filings.

5. We note that you plan to fund working capital needs over the
next
12 months with cash from operating activities and existing cash
and
cash equivalents.  We note that you used cash in operating
activities
of ($2,766,247) and ($1,042,590) in the years ended December 31,
2004
and December 31, 2003, and you had a cash and cash equivalents
balance of $588,909 on hand at December 31, 2004.  Tell us if you
anticipate funding operations using any additional sources or
provide
further detail surrounding your cash flow expectations from
operating
activities.

Consolidated Financial Statements and Notes to Consolidated
Financial
Statements

General

6. Tell us how you considered FAS 131 concerning segments of an
enterprise.  If you determined that you have a single reportable
segment, tell us how you came to that conclusion and disclose in
future filings.  Also in future filings, make sure you address
paragraphs 37-39, as they apply to all enterprises, including
those
enterprises that have a single reportable segment.

Note 1:  Summary of Significant Accounting Policies

7. We note your disclosure on page 25 of the type of costs
included
in cost of sales.  Please expand the notes to the financial
statements to disclose your policy as to the costs included in
cost
of sales.  Also indicate whether you include warehousing costs and
inspection costs.

Revenue Recognition

8. To the extent you recognize revenues upon shipment, please also
disclose whether your stated shipping terms are FOB shipping point
or
FOB destination and when title passes from you to your customer.
Please clarify for us how you have met the criteria for sales
recognition upon shipment, rather than upon delivery to and
acceptance by the customer.

Sales Returns

9. We note your sales return and buy-back policies concerning
product
sales.  We also note that the cost of products returned to the
Company was 3.7% of gross sales in 2004, and less than 1% in 2003
and
2002.  Please disclose how you account for sales returns and your
methodology for determining a reserve for sales returns, if any.
If
material, include a Schedule II for this valuation and qualifying
account.  See Rules 5-04 and 12-09 of Regulation S-X.

Note 2:  Marketable Securities

10. In future filings, for investments in debt securities
classified
as available-for-sale, please disclose information about the
contractual maturities of those securities as of the date of the
most
recent statement of financial position presented.  See paragraph
20
of FAS 115.

11. In future filings, please present the amount of gains and
losses
reclassified out of accumulated other comprehensive income into
earnings for the period in accordance with paragraph 21(d) of FAS
115.

Note 8:  Stock Options Plans

12. We note that the option price for shares of stock issued under
the 1995 Stock Option Plan is set at a price not less than 85% of
the
market value of the stock on the date of grant.  Tell us if any
compensation expense was recognized under APB Opinion No. 25 on
the
issuance of stock based on the difference, if any, between the
quoted
market price of the stock and the amount an employee must pay to
acquire the stock.

Note 14:  Quarterly Results of Operations (Unaudited)

13. In future filings, include gross profit in the summary of
quarterly results in accordance with Item 302 of Regulation S-K.

Note 15:  Year-End Adjustments

14. You state in one sentence that the year-end adjustments
"reduce
net loss" and in another that they "increased 2004 fourth quarter
basic loss per share."    Tell us the impact of the year-end
adjustments on net loss and revise in future filings.

15. Please advise and revise future filings to disclose your
policies
for accruing employee benefits and associate incentives indicating
when the liabilities are incurred.

*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR.  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 filing 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* 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 our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Dave Irving, Staff Accountant, at (202) 551-3321
or,
in his absence, to Donna Di Silvio, at (202) 551-3202, or the
undersigned at (202) 551-3841.  Any other questions regarding
disclosure issues may be directed to H. Christopher Owings,
Assistant
Director, at (202) 551-3725.

      Sincerely,

      Michael Moran
      Branch Chief
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Mr. Reggie B. Cook
AMS Health Sciences, Inc.
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