SecProbe.io

Mail Stop 3561

        December 12, 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 November 28, 2005 to our comment letter
dated October 12, 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 combined response to comments 1 and 2 in our letter dated October 12, 2005. We note you qualified your response to state that changes did not occur
to the ‘general’ trade credit policy during the fiscal years 2003 and 2004.  Please
provide us with a response using unqualified language that specifically states there have been no revisions or extensions in payment periods provided to
customers as the terms existed in fiscal years 2003 and 2004.  Explain why your
prior response dated October 5, 2005 stated that trade credit is generally between 30 to 45 days and that your trade credit policy extended to 60 days in both fiscal
years 2003 and 2004.  Alternatively, if you determine the disclosed policy of 10
to 60 days does not correspond with then existing fiscal 2003 policy, please disclose the impact these revisions or extensions had on receivables, revenue and
cash flow from operations in your MD&A, to the extent material.

Mr. Mair Faibish
Synergy Brands, Inc.
Decem ber 12, 2005
Page 2

2. We note your proposed discussion of the planned reduction of financing costs
highlights a reduction of debt to reduce related interest paym ents.  Your
discussion should explain how you intend, if so, to m inimize the cause of the
increase in debt used to finance inventory paym ents and accounts receivable
collection rather than discuss its effects.  Please provide us with revised
disclosure that explains how you plan to reduce the current level of debt in your
response.

Notes to Consolidated Financial Statem ents, page F-13
Note B-Sum mary of Significant Accounting Policies, page F-13
11. Intangible Assets and Goodwill, page F-17

3. We note your response to com ment 5 in our letter dated October 12, 2005.  Please
tell us how the independent appraiser’s recom mendation to use a longer useful
life for the acquired custom er list satisf ies the required analysis outlined in
paragraph 11 of SFAS No. 142.  Generally accepted accounting principles state
that an estim ated useful life should reflect the period over which an asset is
expected to contribute positive cash f lows to a reporting entity.  Tell us the other
existing factors that lead you to believe the acquired custom er list will contribute
positive cash flows to the surviving entity over the future eleven year period.  In
your response tell us how this conclusion is im pacted, if at all, by your recent 10-
Q disclosures stating logistical operations is consum ing the segm ent’s resources
thereby preventing this segm ent from  recording profit and that these custom ers
have m ore than a 50% repeat rate.  Further, your response does not appear to
distinguish between the Ranley Group custom er list and preexisting custom er
lists.  If Ranley is the only custom er list that changed from  6 to 11 years, clarify
that fact.  Otherwise, please support the basis for change for the other custom er
lists.

Note C-Acquisition, page F-22

4. We note your response to com ment 6 in our letter dated October 12, 2005
regarding your accounting treatm ent of contingent consideration as additional
purchase price.  The agreem ents you have provided, as sum marized below, pre
and post date the purchase transaction occurring on June 1, 2003, by six to twelve
months.
• Stock Purchase Agreem ent, dated January 10, 2003 and unexecuted;
• Stock Purchase Agreem ent, dated June 1, 2003 and executed;
• Agreem ent, dated June 29, 2004 and executed; and

Mr. Mair Faibish
Synergy Brands, Inc.
Decem ber 12, 2005
Page 3

• Subscription Agreem ent and Am endm ent to Consulting Agreem ent;
undated and unexecuted.
We note the June 29, 2004 Am endm ent provided for the vesting of shares  over
two years as to the sum  of $180,000 and over a period of 30 m onths as to the sum
of $245,000.  W e also note that Rancic’s em ploym ent is over the sam e period as
the vesting of stock and paym ent period.  Further, Note L on page F-30
specifically states that in Novem ber 2004 you exchanged $245,000 com pensation
due to Rancic for preferred stock.  Also, the Am endm ent provides that Synergy is
entitled to recover any and all actual dam ages that it m ay sustain if  Rancic
voluntarily term inates his em ploym ent.  Notwithstanding these factors, if as you
state, only $175,000 of the $425,000 contingent consideration was com pensation
and not part of the purchase price, please revise your disclosure to state the total
purchase price, including contingent consideration recorded, and the am ount of
contingent consideration recorded as com pensation.  Further, clearly state that in
the event Rancic voluntarily term inates his em ploym ent, no am ounts paid or
payable to Rancic and no shares issued or issuable, whether or not vested, are
forfeitable or recoverable by Synergy.

 As appropriate, please am end your filing and respond to these com ments within
10 business days or tell us when you will provide a response.  You m ay wish to provide
us with m arked copies of the am endm ent to expedite our review.  Please furnish a cover
letter with your am endm ent that keys your responses to our com ments and provides any
requested inform ation.  Detailed cover letters greatly facilitate our review.  Please
understand that we m ay have additional com ments after reviewing your am endm ent and
responses to our com ments.

  You m ay contact Brian V. McAllister at (202) 551-3341 or, Donna Di Silvio at
(202) 551-3202 regarding com ments on the financial statem ents and related m atters.

         S incerely,

         M ichael Moran
         A ccounting Branch Chief