SecProbe.io

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								January 13, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. Joseph V. Roberts
Chief Executive Officer and Principal Financial Officer
Nutrition Management Services Company
725 Kimberton Road
Kimberton, Pennsylvania 19442

	Re:	Form 8-K filed January 10, 2005
      File No.: 0-19824

Dear Mr. Roberts:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Please file your supplemental response and amendment via Edgar in
response to these comments within five business days of the date
of
this letter.  Please note that if you require longer than five
business days to respond, you should contact the staff immediately
to
request additional time.

Reportable Conditions/Material Weakness

1. Tell us in detail the steps you have taken (or plan to take)
and
procedures you implemented (or plan to implement) to correct each
reportable event.

2. Please provide us with a schedule of your fiscal year end
fourth
quarter adjustments to close the books, or adjustments recorded in
connection with or as a result of the audit.  Clearly explain the
reason for each adjustment.  For each adjustment, show us the
impact
on pre-tax net loss.  Quantify the net effect of all adjustments
on
pre-tax net income(loss).  Also, tell us why none of the
adjustments
relate to prior period.  Explain in detail why you believe the
timing
of each adjustment is appropriate.

3. Supplementally explain in detail and expand your disclosure in
future filings as to why you believe the changes in internal
controls
discussed in your periodic filings are adequate and effective in
preventing future errors, and the procedures that enabled you to
conclude that there are no additional material weaknesses in other
areas.  As part of your response, specifically discuss your
consideration of Question 5 of the FAQ on Management`s Report on
Internal Control Over Financial Reporting and Disclosure in
Exchange
Act Periodic Reports released on June 22, 2004 that states that
management may not conclude that the registrant`s internal control
over financial reporting is effective if a material weakness
exists
in the registrant`s internal control over financial reporting.  We
may have further comment upon reviewing your response.

Also, tell us why you have not disclosed any changes in internal
control over financial reporting in your June 30, 2004 Form 10-K.
Refer to Item 308(c) of Regulation S-K.

4. Tell us of your anticipated filing date for your September 30,
2004 Form 10-Q.

Other

5. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

You may contact Effie Simpson at (202) 942-2838 or, in her
absence,
Bob Benton, Senior Accountant, at (202) 942-1811 if you have any
questions.

								Sincerely,

								Effie Simpson
								Staff Accountant
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Mr. Joseph V. Roberts
Nutrition Management Services Company
January 13, 2005
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