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Consolidated Water Co. Ltd.

CONSOLIDATED
WATER CO. LTD.

P.O. Box 1114 GT

Regatta Office Park

Windward Three, 4th Floor

West Bay Road

Grand Cayman, Cayman Islands

September 12, 2005

Mr. Michael Moran

Mr. Robert Burnett

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0308

    Re:

    Consolidated Water Co. Ltd.

    Form 8-K filed August 17, 2005

    File No. 0-25248

Gentlemen:

Consolidated Water Co. Ltd. (the “Company”) respectfully submits the following responses to the
comments provided in your letter dated August 18, 2005.

    1.

    Please revise the filing to include a letter from KPMG LLP stating whether or not they agree
with the disclosures in the filing. The letter should be filed as Exhibit 16. See Item
304(a)(3) of Regulation S-K.

    Response

    The letter from KPMG LLP stating whether or not they agree with the disclosures in the
Form 8-K was filed with the Securities and Exchange Commission (the “Commission”) on
August 23, 2005 as Exhibit 16.1 on Form 8-K/A.

    2.

    We note that you have not yet selected new auditors. Please file a new Item 4.01
Form 8-K when you engage new auditors.

    Response

    We are currently in the process of interviewing new auditors and will comply with the
Form 8-K filing requirements when the new auditors are engaged.

    3.

    Please tell us if KPMG has completed all audit work it intends to do as of August 15, 2005.
If KPMG continues as your auditor after August 15, 2005, please file an amendment to this
filing disclosing the last day they performed audit work and stating, if true, that there
are still no disagreements or reportable events (other than those already reported). If you
need to file an amendment to report audit work extending beyond August 15, 2005, the
amendment should also include an updated

    Exhibit 16 letter from KPMG.

    Response

    We have been advised by KPMG that it completed all audit work as of August 15, 2005.

    4.

    Supplementally, please provide us with any letter or written communication to and from the
former accountants regarding the material weakness disclosed in the filing. If they did not
advise you of the control deficiencies in writing, please tell us how this information was
communicated to you.

    Response

    The following written communications between the Company and KPMG regarding the one
material weakness are attached hereto:

    Exhibit A – Consolidated Water Co. Ltd. Management Evaluation & KPMG Review of
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting.

    Exhibit B – KPMG Communication to the Audit Committee concerning the
Deficiencies.

    Exhibit C – Final Consolidated Water Co. Ltd. Management Evaluation of Disclosure
Controls and Procedures and Internal Controls Over Financial Reporting.

    Exhibit D – A draft of Management’s Report on Internal Control Over Financial
Reporting. This document is referred to in Exhibits A and B.

    Please note that we have deleted all information originally included in Exhibits A, C and
D which does not relate to the material weakness described in Item 9A of the Company’s
Form 10-K for the fiscal year ended December 31, 2004, and have noted such with the
caption “Information Omitted”.

    5.

    Please tell us in reasonable detail the nature of each material weakness and the amounts
involved, if any.

    Also, tell us:

    •

    in what period each material weakness and accounting error or misapplication
of GAAP occurred;

    •

    the amount of any accounting error or misapplication of GAAP;

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    •

    the reason(s) for each error or misapplication of accounting;

    •

    whether or not you intend to restate any prior period for any adjustments.
If not, tell us why not; and

    •

    in detail, all the steps you have taken (or plan to take) and procedures
you have implemented (or plan to implement) to correct each concern.

    Response

    There was one material weakness reported and contained in Item 9A of our Form10-K for
the fiscal year ended December 31, 2004. This material weakness resulted from the
identification of five control deficiencies, which in the aggregate, constituted the
one material weakness.

    The material weakness existed throughout the year ended December 31, 2004 and
represented internal control process and documentation deficiencies that resulted in
corrections to the books of original entry prior to the completion of the year-end
closing process. No material accounting errors or misapplication of GAAP occurred and
no prior period adjustments were necessary.

    Described below are each of the five control deficiencies and the steps taken, or
planned to be taken, and the procedures implemented, or planned to be implemented to
correct each of the five control deficiencies. We suggest that you review this
response together with the disclosures in Item 9A of our Form 10-K for the fiscal year
ended December 31, 2004.

    The five control deficiencies which, in the aggregate, constituted a material weakness, as
defined in Auditing Standard No. 2 of the Public Company Accounting Oversight Board, were:
(a) improper tracking of fixed assets and accumulated depreciation, including
work-in-progress accounts, (b) insufficient personnel resources with appropriate accounting
expertise, (c) improper tracking and review of inventory, (d) improper review of
inter-company eliminations, and (e) insufficient documentation of system access controls
around the financial management information system. These control deficiencies and the
specific actions taken and/or planned to be taken to remediate the deficiencies are
described below.

    Improper Tracking of Fixed Assets and Accumulated Depreciation, including Work-In-Progress
Accounts

    The Company’s fixed assets sub-ledger consists of Excel spreadsheets, rather than a
software package to record and account for its fixed assets. Because the Excel
spreadsheets must be updated manually, errors may occur. During the Company’s fiscal year
ended December 31, 2004, the following errors in the fixed
asset sub-ledger were detected:

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    •

    Instances were detected where asset additions were added to an already existing
asset line item. This led to a loss of historical information about the asset, such
as cost and date of addition.

    •

    The fixed assets sub-ledger Excel spreadsheets were not always updated on a timely
basis when additions were made.

    •

    Certain assets that had been previously written off or disposed of were
depreciated.

    •

    Reconciliations between the fixed asset registers and the General Ledger were not
documented and did not reflect evidence of review.

    In order to remediate this control deficiency, the Company will add an integrated fixed
asset module to its Great Plains software system. This integrated fixed asset module is
expected to eliminate the errors noted above. The Company expects to complete the
installation of and training for the automated fixed asset module by October 2005.

    Insufficient Personnel Resources with Appropriate Accounting Expertise

    During the Company’s fiscal year ended December 31, 2004, the Company’s Chief Financial
Officer was a chartered accountant from Canada. This individual possessed limited
experience in applying U.S. generally accepted accounting principles. The Company employed
only two full-time persons with accounting degrees in its accounting department. This
limited number of employees resulted in a lack of segregation of duties and limited
effectiveness of the Company’s oversight of complex accounting matters.

    The Company hired a new Chief Financial Officer who is also a Certified Public Accountant.
The Company has also instituted the use of financial reporting and internal control
checklists on a monthly and quarterly basis to enable the Chief Financial Officer to
identify U.S. accounting issues. The Company implemented a professional development
program for its finance personnel, including educational seminars, web-based programs and
subscriptions to accounting journals, in order to improve the accounting staff’s knowledge
of U.S. generally accepted accounting principles and internal control system design,
implementation and monitoring. The Company also plans to segregate responsibilities among
the members of the Company’s accounting staff. In addition, the Company has increased its
budget for additional accounting personnel and is in the process of replacing its Assistant
Controller and adding two additional qualified staff to the accounting team.

    The Company expects this control deficiency to be corrected in the third quarter
of 2005.

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    Improper Tracking and Review of Inventory

    The Company failed to adhere to its policy of reflecting inventory on a first-in-first-out
(FIFO) basis. The Company did not have a system in place to track inventory according to
the Company’s policy, but rather valued inventory based upon the most recent price for the
inventory item, which, in some instances, can result in a difference in valuation from the
FIFO method. In addition, the Company did not properly track inventory and management did
not sufficiently reconcile the final accounting worksheets to the final inventory lists,
resulting in corrections to the Company’s inventory at the end of the fiscal year. These
corrections, individually and in the aggregate, were not material.

    The Company has implemented a perpetual inventory sub-ledger system for its Cayman Islands
operations that will track inventory on a timely basis, including information regarding the
quantity of inventory and historical costs. This system allows management to effectively
review inventory levels for potential errors. In addition, physical counts will be
performed on either a cycle-count basis or at year end and will be reconciled with the
sub-ledger system. The Company is also in the process of implementing a manual Inventory
Card System for the two subsidiary operations with substantial inventory levels. The
Company expects all remediation efforts regarding this control deficiency to be completed
in the fourth quarter of 2005.

    Improper Review of Inter-Company Eliminations

    This control deficiency existed at the end of fiscal 2004 because the Company did not
properly identify and eliminate an inter-company receivable and payable in the general
ledger and the Company’s independent auditors proposed an adjustment prior to the
completion of their audit.

    The Company has implemented an intercompany entry review checklist that ensures all
intercompany balances are identified and eliminated. This checklist remediates the control
deficiency.

    The Company also intends to restructure its Great Plains General Ledger accounting software
package to automatically consolidate results across all business units. This restructuring
will allow elimination and consolidating journal entries to be recorded and processed as
appropriate in the General Ledger, rather than by separate manual analysis. We expect this
restructuring to be in place in the fourth quarter of 2005.

    Insufficient Documentation of System Access Controls Around the Financial Management
Information System

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    This control deficiency existed at December 31, 2004, because the Company did not limit
access to its financial management information system to appropriate personnel and there
was insufficient documentation of user access to the system. However, the Company does not
rely on this control system and has implemented manual controls and reconciliation
procedures to achieve appropriate internal control with respect to these matters.

    The Company has instituted password control and regularly changes passwords for the
personnel who have access to this financial management information system and is
implementing adequate access controls over the system. The Company is in the process of
documenting system access controls around the financial management system. The Company
expects to correct this control deficiency by the end of fiscal year 2005.

    6.

    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 a prior period. Explain
in detail why you believe the timing of each adjustment is appropriate.

    Response

    Attached hereto as Exhibit E is a schedule of our 2004 fiscal year end fourth
quarter post closing adjustments to close the books and recorded in connection with the
audit. The adjustments were made for the period ended December 31, 2004 as a result of
information which came to our attention after the balance sheet date but before the filing
of our Form 10-K or any other public disclosure with respect to our results of operations.

    The adjustments relate only to the fourth quarter of our fiscal year and to no other
periods or are not material. In evaluating whether or not an adjustment relates to multiple
periods and whether an adjustment is material, we consider all of the regulations and
promulgations of the Commission, the Financial Accounting Standards Board and the Public
Company Accounting Oversight Board. It is our policy to record an adjustment that comes to
our attention as a result of new information in accordance with generally accepted
accounting principles.

    We trust the information in this letter and the attachments are responsive to the issues
raised in your August 18, 2005 correspondence.

    The Company recognizes and acknowledges that it is responsible for the adequacy and
accuracy of the disclosures in the filing and that staff comments or changes to disclosures
in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing. We also acknowledge that 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.

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Respectfully submitted,

CONSOLIDATED WATER CO. LTD.

    /s/ Joseph
Pivinski

    Joseph
Pivinski

Chief Financial Officer

Attachments:

Exhibit A Consolidated Water Co. Ltd. Management Evaluation & KPMG Review of Disclosure Controls
and Procedures and Internal Controls Over Financial Reporting.

Exhibit B KPMG Communication to the Audit Committee concerning the Deficiencies.

Exhibit C Final Consolidated Water Co. Ltd. Management Evaluation of Disclosure Controls and
Procedures and Internal Controls Over Financial Reporting.

Exhibit D
A Draft of Management’s Report on Internal Control Over
Financial Reporting.

Exhibit E
December 31, 2004 Post Closing Adjusting Journal Entries.

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    Consolidated Water Co. Ltd.

Action Plan (FINAL DRAFT)

Sarbanes-Oxley — Control Deficiencies and Process Improvement Opportunities

    EXHIBIT A

    Person(s)

    Operating

    Control Deficiency

    Corrective Action

    Responsible

    or Design

    Status

    FINANCIAL REPORTING

    1.

    (Information Omitted)

    2.

    (Information Omitted)

    3.

    Expertise in US GAAP compliance on
complex
issues and implementation
of new
standards or new contracts that may have

an impact on the Company’s financial
statements.

    •

    The Company will hire a CFO that has the appropriate US
GAAP expertise, and will make arrangements with an outside firm
to assist with these accounting implications and provide the
Company with appropriate guidance until the appropriate
individual is hired as CFO.

    RM

    Design

    05 Remediation

Mgmt is actively
recruiting. During the
AC meeting 2/2/05, Mgmt submitted r