SecProbe.io

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      May 13, 2005

Mail Stop 4561

Ms. Carrie Hartwick
Interim Chief Financial Officer
Hartcourt Companies, Inc.
3F, 710 Chang Ping Road
Shanghai, China 200040

Re:	Hartcourt Companies, Inc.
	Form 10-KSB for the year ended December 31, 2004
	File No. 1-12671

Dear Ms. Hartwick:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      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.

Form 10-KSB for the year ended December 31, 2004

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

1. Amend your Form 10-KSB to include an audit report for each of
the
two fiscal years ended December 31, 2004.  Upon our review of your
Form 10-KSB amendment, we may have additional comments.

Consolidated Statements of Operations, page F-4

2. We note that your 2003 consolidated statement of operations
appears to have materially changed as compared to that which was
filed with your 2003 Form 10-KSB.  In light of the Exhibit 16
letter
provided by your former accountants and filed with your Item 4.01
Form 8-K/A on January 20, 2005, supplementally advise us of the
nature of these revisions.  In addition, tell us why these
revisions
did not result in a financial statement restatement and a Form 10-
KSB
amendment.  Finally, what consideration did you give to the filing
of
an Item 4.02 Form 8-K?

*    *    *    *

      As appropriate, please amend your Form 10-KSB and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	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
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
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Rachel Zablow, Staff Accountant at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.

						Sincerely,

Steven Jacobs
Accounting Branch Chief

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Hartcourt Companies, Inc.
May 13, 2005
Page 3

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