SecProbe.io

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April 8, 2005

Boss Holdings, Inc.
221 W 1st Street
Kewanee, IL 61443
(309) 852-2131 Fax (309) 852-0848

April 8, 2005

Mr. Michael Moran, Accounting Branch Chief
Mail Stop 3-8
United States Securities and Exchange Commission
Washington, D.C. 20549

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

Dear Mr. Moran:

Thank you for your correspondence  dated March 31, 2005 concerning your branch's
review of Boss Holdings, Inc.'s Form 10-K filing for the year ended December 25,
2004 (the "Report"). For a relatively small company such as ours, we welcome the
SEC's review and direction concerning financial disclosures. In this letter, the
numbered  paragraphs are keyed to the numbers in your comment  letter.  For each
item we have restated all or a portion of your comment  (typed in bold) and then
set forth our response.

1.       SEC Comment:  In future filings please state whether or not you had any
         material commitments for capital expenditures.

         Response:  We will comply with this requirement in the future. For your
         reference,  the following statement was included in the third paragraph
         on page 15 of the Report (the fourth  paragraph  of the  liquidity  and
         capital  resources  discussion):  "The Company  does not have  material
         commitments for future capital expenditures." We believe this statement
         complies with applicable regulations.

2.       SEC  Comment:  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 cash flow requirements.  You
         should disclose any assumptions used to estimate the scheduled interest
         payments. Refer to Item 303(a)(5) of Regulation S-K.

         Response:  We will  include  in our  future  filings  the  interest  on
         contractual  obligations  with  comments or  appropriate  footnotes  on
         assumptions  used. The  additional  scheduled  interest  payments as of
         December 25, 2004 are set forth in the following  table based on actual
         fixed rates or an estimated 6% on floating rate obligations.

                                       1
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--------------------------------------------------------------------------------
                                                  Payments Due by Period
                                           -------------------------------------
         Interest on                         Less
     Contractual Obligations                Than 1     1 - 3    4 - 5   After 5
            $(000)                 Total     Year      Years    Years    Years
--------------------------------------------------------------------------------
Long-Term Deb Obligations           666      171        268      181       46
--------------------------------------------------------------------------------
Capital Lease Obligations            30       19         11       -        -
--------------------------------------------------------------------------------
Operating Lease Obligations          -        -          -        -        -
--------------------------------------------------------------------------------
Total Contractual Cash Obligations  696      190        279      181       46
--------------------------------------------------------------------------------

                                                    Amount of Commitment
                                                   Expiration Per Period
                                           -------------------------------------
        Other Commercial           Total     Less
           Commitments            Amount    Than 1     1 - 3    4 - 5   After 5
            $(000)               Committed   Year      Years    Years    Years
--------------------------------------------------------------------------------
Licensing Commitments                -        -          -        -        -
--------------------------------------------------------------------------------
Total Commercial Commitments         -        -          -        -        -
--------------------------------------------------------------------------------

3.       SEC Comment: 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.

         Response: The Company has no material purchase obligations to disclose.
         If this  remains  true,  we will  so  indicate  in  future  filings  or
         otherwise comply with the noted regulation.

4.       SEC Comment:  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.

         Response:  The Company has no material  off-balance sheet arrangements.
         If this  remains  true,  we will  so  indicate  in  future  filings  or
         otherwise comply with the noted regulation.

5.       SEC  Comment:  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.

                                       2
<PAGE>

         Response:  The  Company's  cost of sales  expense  includes  all  costs
         incident  to  purchasing  goods  for sale,  transporting  them from the
         supplier to Company facilities and shipping goods to the customer. Such
         costs include  product cost,  inbound  freight,  duty,  brokerage fees,
         inspection and receiving costs. As disclosed in Note 1 to the financial
         statements under significant  accounting policies,  we include shipping
         and handling costs  associated with outbound  shipments to customers in
         cost of sales in accordance with EITF 00-10.

         Warehousing  costs are not  included in cost of sales.  The Company has
         historically  been  engaged  in  manufacturing,  but  has  changed  its
         business  model from  manufacturing  to importing and  distribution  in
         recent years.  In view of this change,  management will review with its
         Independent Registered Public Accounting firm the proper classification
         of warehousing expenses for future filings. Should the Company continue
         to classify such items in operating  expenses,  future  filings will a)
         include in a footnote the line item and amount of such expenses, and b)
         include in MD&A a discussion of the potential lack of  comparability to
         those distributors who include warehousing expenses in cost of sales.

6.       SEC Comment:  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.

         Response: Our standard terms are FOB shipping point, with title passing
         to the customer at time of shipment.  We will include this  information
         in future filings.  With regard to returns,  the Company guarantees the
         quality of its products and has a policy of accepting returns within 30
         days of shipment from  customers who are not satisfied with the quality
         of products  received.  Such returns require the prior written approval
         of the Company.  Returns  subsequent to year-end  historically have not
         been material to the Company's financial statements.

7.       SEC Comment:  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 [you] 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.

         Response:  The Company will revise future filings to expand  disclosure
         in  the  manner  requested   concerning  sales  incentives  offered  to
         customers.  The following  paragraphs address your points of inquiry in
         order.

                                       3
<PAGE>
         Revenue   reduction   items:  The  Company  provides  various  customer
         incentives that are recorded as a reduction of revenues. The largest of
         these are rebates  provided  primarily  to  customers  in the  consumer
         market of the work gloves and  protective  wear segment.  These rebates
         generally  take  the  form  of  quarterly  and/or  annual  rebates  and
         frequently vary based on the sales level achieved by the customer.  The
         Company records a revenue  reduction and associated  accrued  liability
         each month based on the estimated  rebate total.  Rebates paid are then
         charged to the accrued liability. Each quarter, management compares the
         accrued liability balance to the estimated rebates payable compiled for
         all customers and makes  adjustments as appropriate to revenues and the
         accrued rebate liability.

         The Company also  provides  cash  discounts to many  customers  and has
         recorded a cash  discounts  reserve to reduce the  accounts  receivable
         accordingly.  Such  discounts are recognized as a reduction of revenue.
         The Company also provides various special price incentives to customers
         such as show  specials  that are recorded as a reduction of revenues at
         the time applicable goods are shipped. Slotting allowances and buy-down
         programs  have not been material in any of the periods  presented,  and
         are treated as a reduction of revenues.

         Expense items: In addition to the customer  incentives noted above, the
         Company engages in cooperative advertising.  Historically,  cooperative
         advertising  consisted of allowances provided to customers to share the
         actual  cost  of  advertising   Company   products  based  on  detailed
         documentation  provided  by the  customer.  Such  coop  costs  meet the
         expensing criteria of EITF 01-9 as they represent a service received by
         the Company in the form of advertising  for which the fair market value
         is readily  determinable.  In reviewing our coop  advertising  costs to
         respond to your inquiry, we are testing whether our actual practice has
         changed from the  historical  norm in that some customers may no longer
         provide  detailed proof of advertising  expenses.  Due to the volume of
         coop  transactions  and  customers   involved,   within  the  timeframe
         specified in your letter we cannot  provide an accurate  assessment  of
         the extent to which certain coop costs incurred should be classified as
         a reduction of revenue rather than an expense. Management will complete
         a detailed  review of coop  expenses and discuss the proper  accounting
         treatment with the Company's  Independent  Registered Public Accounting
         firm in  order to  properly  reflect  such  costs  in  future  filings.
         Currently, coop advertising expenses are included as operating expenses
         in the income  statement.  The Company's total coop  advertising  costs
         were approximately  $643,000 for the year ended December 25, 2004, less
         than 1.5% of sales.  Management believes any reclassification would not
         have a material  impact on revenues or trends that would  influence the
         user of the financial statements presented in the Report.

8.       SEC Comment:  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.

         Response:  The Company has received no material  allowances  or credits
         from any vendors  during the periods  presented in connection  with the
         purchase or promotion  of such  vendors'  products.  If this changes in
         future periods, we will comply with the noted regulation.

                                       4
<PAGE>
9.       SEC  Comment:  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.

         Response: All inventories represent finished goods. The Company will so
         indicate in future filings.

10.      SEC Comment:  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.

         Response:  The  Company  is in  compliance  with all  covenants  in its
         long-term  debt  and  will  so  indicate  in  future  filings.  If this
         condition  changes,  the  Company  will  discuss any  repercussions  of
         non-compliance  and  otherwise  comply with the noted  regulation.  The
         Company  maintains a revolving  line of credit,  term loan and mortgage
         payable with its primary  lender,  the balances of which were  $98,000,
         $1,668,000 and $953,000,  respectively as of December 25, 2004. Each of
         these  loans  includes  a  cross-default  provision,  which  in  effect
         provides  that a default on any one