SecProbe.io

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Mail Stop 3-8

      							 March 31, 2005

By Facsimile and U.S. Mail

Mr. G. Louis Graziadio III
Chairman and President
Boss Holdings, Inc.
221 West First Street
Kewanee, Illinois  61443

      Re:    Form 10-K for the year ended December 25, 2004
                File No.  0-23204

Dear Graziadio:

      We have completed a review of the above referenced filings.
Our review was limited to your financial statements and
management`s
discussion and analysis of financial condition and results of
operations.  The review resulted in the following accounting
comments.  All page references are keyed to the filings you
submitted
in electronic form on EDGAR.

FORM 10-K FOR THE YEAR ENDED DECEMBER 25, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Liquidity and Capital Resources

1. In future filings, please state whether or not you had any
material commitments for capital expenditures.  Refer to Item 303
(b)(1)(iii) of Regulation S-B.

2. Please tell us and revise your tabular disclosures of
contractual
obligations in future filings to include the scheduled interest
payments on your long-term debt due in future periods.  Because
disclosures in the table are aimed at increasing the transparency
of
cash flows, we believe disclosure of the expected interest payment
due is material to a reader understanding your future cash
requirements.  You should disclose any assumptions used to
estimate
the scheduled interest payments.  Refer to Item 303(a)(5) of
Regulation S-K.

3. In future filings, please include a separate line item in the
table for all purchase obligations as required by Item 303
(a)(5)(ii)(D) of Regulation S-K, or tell us why you do not believe
it
is appropriate to do so.

4. In a separately captioned section, please disclose any off-
balance
sheet arrangements that have or are reasonably likely to have a
current or future effect on your financial condition.  Your
discussion should include all of the information that is now
required
by Item 303(a)(4) of Regulation S-K.  If there are none, please
state
this in your disclosures.

5. Please tell us and revise your disclosures in future filings to
disclose in a footnote the types of expenses and amounts you
include
in the cost of sales and the operating expenses line items for all
periods presented.  Please clarify whether you include freight
charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and other costs of
your
distribution network in the cost of sales line item.  If not,
please
also disclose:

* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and

* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others may
exclude
a portion of them from gross margin, including them instead in
other
line items.

Consolidated Financial Statements
Notes to Consolidated Financial Statements

Note 1.  Nature of Business and Summary of Significant Accounting
Policies

Revenue Recognition, page F-9

6. You disclose that revenues are recognized at the time of
shipment.
Please tell us and revise your disclosures in future filings to
indicate whether your stated shipping terms are FOB shipping point
pursuant to your sales agreements with your customers.  Please
also
tell us and disclose when title passes to the customer and explain
to
us your return policy.  If your sales agreements do not specify
when
title passes, please explain to us why revenue recognition is
appropriate upon shipment rather than upon deliver to and
acceptance
by the customer.  Refer to SAB 104.
7. You disclose on page 8 under Revenue Recognition that you offer
several types of incentive arrangements whose costs reduce
revenues.
Please tell us and revise your disclosures here in future filings
to
disclose if pay slotting fees, engage in cooperative advertising,
have buy-down programs, or make other payments or provide other
promotions to resellers.  Please disclose your accounting policy
for
each of these types of arrangements, including the statement of
operations line item that each type of arrangement is included in.
For each expense line item that includes these types of
arrangements,
please disclose the related amounts included in that line item.
For
each type of arrangement treated as an expense rather than as a
reduction of revenues, please tell us how this arrangement meets
the
requirements of EITF 01-9.

8. Supplementally please tell us if you receive allowances and
credits from vendors in connection with the purchase or promotion
of
the vendor`s products such as slotting fees, payments under buy-
down
agreements, co-operative advertising fees, and other
consideration.
If so, please tell us the nature and timing of your receipt and
recording of these types of credits and disclose in a footnote
your
accounting policy with respect to these types of transactions.
Disclose the statement of operations line item in which each of
these
types of payments is included.  For any amounts netted against
expense line items other than cost of sales, also disclose the
amounts netted against each expense line item for each period
presented.  Refer to EITF 02-16.

Inventories, page F-10

9. Please revise your disclosures in future filings to indicate
the
amounts of major classes of inventory for all periods presented.
If
all of the items are finished goods, please indicate so.  Refer to
Rule 5-02.6(a) of Regulation S-X.

Note 3.  Long-Term Obligations, pages F-13 to F-14

10. Please tell us and disclose in future filings if you are in
compliance with all material covenants on your long-term debt and
the
repercussions of not meeting them.  Please also disclose the
existence of any cross-default provisions.  Refer to Rule 4-08(c)
of
Regulation S-X.

Schedule II - Valuation and Qualifying Accounts, page F-22

11. In future filings, please revise to include all reserves
recorded, including the amounts for sales returns and allowances
for
each period presented.   See Rules 5-04(c) and 12-09 of Regulation
S-
X.

General

		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
disclosures 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 this action 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 connection with our review
of
your filings or in response to our comments on your filings.

		Please send us your response to our comments within ten
days from the date of this letter.  You should provide a cover
letter
keying your response to our comments, and provide the requested
supplementary information, if any.  Where our comment requests you
to
revise future filings, we would expect that information to be
included in your next filing.  If you believe complying with a
comment is not appropriate, please tell us why in your letter.
Your
supplemental response should be submitted in electronic form on
EDGAR
as a correspondence file.  Refer to Rule 101 (a) of Regulation S-
T.

		If you have any questions regarding our comments, please
direct them to Milwood Hobbs at (202) 942-2846 or in his absence,
to
the undersigned at (202) 942-2823.  Any other questions regarding
disclosure issues maybe directed to H. Christopher Owings at (202)
942-1900.

							Sincerely,

							Michael Moran
							Accounting Branch Chief

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Mr. G. Louis Graziadio III
Boss Holdings, Inc.
March 31, 2005
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