SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      							 September 26, 2005

Mr. Mair Faibish
Chief Executive Officer
Synergy Brands, Inc.
1175 Walt Whitman Road
Melville, NY 11747

      Re:      Synergy Brands Inc.
      	Form 10-K/A for Fiscal Year Ended December 31, 2004
      	Filed April 18, 2005
                	File No.  0-19409

Dear Mr. Faibish:

	We have reviewed your response dated June 28, 2005 to our
comment letter dated June 14, 2005 and have the following
additional
comments.   Please understand that the purpose of our review 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.

Liquidity and Capital Resources, page 24

1. We note your response to comment 4 in our letter dated June 14,
2005 and we reissue our comment.  Please provide us with an
example
of your revised disclosure addressing the change in turnover of
your
accounts receivable, the 100% increase in your outstanding
accounts
receivable and support why you believe a corresponding increase in
the allowance for doubtful accounts is not necessary to state the
account balance at its net realizable value.

Item 14. Controls and Procedures, page 41

2. We note your response to comment 6 in our letter dated June 14,
2005.  The disclosure controls and procedures you reference in
Form
10-Q filed on August 15, 2005 continues to state your certifying
officers evaluated disclosure  controls and procedures within 90
days
prior to the date of your filing.  Please confirm that your Form
10-Q
for the quarter end September 30, 2005 will state your evaluation
of
disclosure controls and procedures is performed as of the end of
the
period covered by the report rather than within 90 days prior to
the
date of your filing.  Further, please advise us that your
disclosure
controls and procedures were effective as of the end of the period
covered by the report which was for the fiscal year ended December
31, 2004 or revise your disclosure accordingly.

Notes to Consolidated Financial Statements, page F-13
Note C-Acquisition, page F-22

3. We note your response to comment 12 in our letter dated June
14,
2005 and we reissue our comment.  Please provide us with the
information requested in our original comment.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
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 cover 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 Brian V. McAllister at (202) 551-3341
or,
Donna Di Silvio at (202) 551-3202 regarding comments on the
financial
statements and related matters.

									Sincerely,

									Michael Moran
									Accounting Branch
Chief
??

??

??

??

Mr. Mair Faibish
Synergy Brands, Inc.
September 26, 2005
Page 1

</TEXT>
</DOCUMENT>