SecProbe.io

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								December 28, 2004
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. Barry Richman
President and Chief Executive Officer
Multimedia Tutorial Services, Inc.
205 Kings Highway
Brooklyn, New York 11223

	Re:	Forms 8-K and 8-K/A dated December 23, and 27, 2004,
respectively
      File No.: 1-25758

Dear Mr. Richman:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  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.

1. Amend Item 4 of Form 8-K to cover the interim period from the
date
of the last audited financial statements to the date of
resignation.
See Item 304(a)(1)(iv) of Regulation S-K.

2. Include a letter from the former accountants, indicating
whether
or not they agree with your disclosures in the Form 8-K, and file
it
as an Exhibit 16.

3. Amend Item 4 of Form 8-K to indicate whether during the two
most
recent fiscal years and the subsequent interim period prior to
engaging the new accountant, you consulted with the newly engaged
accountant regarding the application of accounting principles to a
specified transaction, or the type of audit opinion that might be
rendered on your financial statements, or any matter that was
either
the subject of a disagreement (as defined in paragraph 304
(a)(1)(iv)
and the related instructions to this item) or a reportable event
(as
described in paragraph 304 (a)(1)(v)).
4. 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.

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.

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

								Sincerely,

								Effie Simpson
								Staff Accountant
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Mr. Barry Richman
Multimedia Tutorial Services, Inc.
December 28, 2004
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