SecProbe.io

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Mail Stop 04-06

      December 29, 2004

Robert M. Pons
Chief Executive Officer
SmartServ Online, Inc.
2250 Butler Pike, Suite 150
Plymouth Meeting, Pennsylvania 19462
(610) 397-0689

Re:   	SmartServ Online, Inc.
      Form 8-K filed December 21, 2004, amended December 23, 2004
      File No. 000-28008

Dear Mr. Pons:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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.  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. We note your statement in the third paragraph that the Company
concluded its relationship with Grant Thorton on December 15,
2004.
We further note from Exhibit 16.1 that your former accountants
indicate that they advised you on December 15, 2004 that they
would
not stand for reappointment for the 2004 audit period.  Revise
your
disclosure in your Form 8-K to clearly indicate whether your
former
accountants resigned, refused to stand for re-election or were
dismissed.  Refer to Item 304(a)(1)(i) of Regulation S-B.  An
updated
letter from the former accountants, filed as Exhibit 16, should be
provided along with the amended filing.

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 comment, 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 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 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 10 business days of the date
of
this letter.  Please note that if you require longer than 10
business
days to respond, you should contact the staff immediately to
request
additional time.  Any questions regarding the above should be
directed to me at (202) 942-1822, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Melissa M. Walsh
      Staff Accountant

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SmartServ Online, Inc.
December 29, 2004
Page 2

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