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                                                  December 16, 2005

VIA EDGAR TRANSMISSION
----------------------
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W
Mail Stop 3561
Washington, D.C. 20549

Re:      The Major Automotive Companies, Inc.
         Preliminary Transaction Statement on Schedule 13E-3
         Filed October 14, 2005
         File No. 5-54143
         Preliminary Proxy Statement on Schedule 14A
         Filed October 14, 2005
         File No. 0-29182

Ladies and Gentlemen:

         On behalf of The Major Automotive Companies, Inc. (the "Company"), we
are hereby filing with the Securities and Exchange Commission (the "Commission")
Amendment No. 1 to the Company's (i) Preliminary Transaction Statement on
Schedule 13E-3 and (ii) Preliminary Proxy Statement on Schedule 14A
(collectively the "Amendments"), as initially filed with the Commission on
October 14, 2005. We are delivering clean and marked courtesy copies of the
Amendments to each of Mr. Pradip Bhaumik and Ms. Mara Ransom of the Commission.

         Set forth below are the Company's responses to the Commission's
comments given by letter (the "Comment Letter") dated November 4, 2005 from H.
Christopher Owings, Assistant Director. The responses are numbered to correspond
to the comments set forth in the Comment Letter, which for convenience, we have
incorporated into the response letter.

SCHEDULE 13E-3
--------------

    1. Rule 13e-3 requires that each issuer and affiliate engaged in a
       going-private transaction file a Schedule 13E-3 and furnish all of the
       required disclosures. The staff takes the position that members of
       senior management of the issuer that is going private are affiliates of
       that issuer. In particular, it appears from pages 10 and 31 of the
       preliminary Schedule 14A that certain affiliates will be in a position
       to "control" the surviving company within the meaning of Exchange Act
       Rule 12b-2.

       In this regard we note that you have not included your executive
       officers and directors as filers. Please advise us what consideration
       you gave to including these affiliates as filing persons. In
       particular, please tell us to what extent your affiliates are engaged
       in the

Securities and Exchange Commission
December 16, 2005
Page 2

       going private transaction. See Section II.D.3 of the Division of
       Corporation Finance's "Current Issues and Rulemaking Projects"
       outline, dated November 14, 2000 and available on the Commission's
       website at www.sec.gov. Also, note that each filing person is required
       to comply with the filing, disclosure, and dissemination requirements
       of Schedule 13E-3, including the fairness determination and
       recommendation requirements.

       Response: In response to this comment, Mr. Bruce Bendell has been added
as a person filing the Schedule 13E-3. Mr. Bendell is the Company's sole
executive officer and its principal stockholder. All of the Company's remaining
directors are non-employee directors and none are principal stockholders.
Accordingly, the Company respectfully submits that they are not required to be
treated as affiliates for the purpose of filing the Schedule 13E-3.

Item 16. Exhibits
-----------------

    2. We note on page 20 of the proxy statement that the affiliated persons
       have indicated to you that they will vote their common stock in favor of
       the transaction. If you have any written voting agreement, arrangement,
       or understanding with one or more affiliates, please file it as required
       by Item 1016(d) of Regulation M-A.

       Response: In response to this comment, please note that there are no
written voting agreements, arrangements or understandings between the Company or
any affiliated persons with respect to the voting of their securities at the
Company's Special Meeting of Stockholders.

SCHEDULE 14A
------------

General
-------

    3. We note that you issued a press release pertaining to the transaction on
       October 14, 2005, and filed it under cover of Form 8-K. In the future,
       please consider the application of Rule 14a-12 of the Exchange Act with
       respect to written communications regarding matters that are or may be
       subject to a proxy solicitation prior to furnishing a proxy statement.

       Response: We note the Commission's comment and in the future will
consider the application of Rule 14a-12 of the Exchange Act with respect to
written communications regarding matters that are or may be subject to a proxy
solicitation prior to furnishing a proxy statement.

    4. Please note that you are required to file under cover of Schedule 14A any
       written instructions, scripts, and outlines that will be used by anyone
       that solicits proxies on behalf of you or any other party to the going
       private transaction through personal interview, telephone, telegram, or
       e-mail, and all other soliciting material that will be furnished to your
       shareholders. See Rules 14a-6(b) and (c) of the Exchange Act.

       Response: In response to this comment, please note that the Company will
not solicit proxies other than by mail and it has not prepared any written
instructions, scripts, and outlines

Securities and Exchange Commission
December 16, 2005
Page 3

that will be used by anyone that solicits proxies on its or anyone else's behalf
in connection with the going private transaction.

    5. Please represent in the proxy statement that you will resolicit proxies
       if there is any material change in the proxy statement disclosure.

       Response: In response to this comment, we have complied with the
Commission's comment by inserting the requested language on cover page of the
Notice of Proxy.

   Notice of Special Meeting of Stockholders
   -----------------------------------------

    6.  Please revise the cover page of the document that will be sent to
       security holders to include the legend required by Rule 13e-3(e)(1)(iii).
       We note that you have included it on the cover page of the proxy
       statement, however, we presume that you will not be mailing this page to
       security holders. Please move the legend to the page that follows.

       Response: We have complied with the Commission's comment by moving the
required legend from the front page of the proxy statement to the cover page of
the Notice of Proxy.

    7. We note the disclosure here which indicates that by approving the charter
       amendment, shareholders are voting to effectuate the reverse and the
       forward stock split in the same proposal. In accordance with Rule
       14a-4(a)(3), please tell us what consideration you have given to
       unbundling these amendments to provide shareholders the opportunity to
       vote on each one separately. For further guidance, please see the Fifth
       Supplement to the Division of Corporation Finance's Manual of Publicly
       Available Telephone Interpretations (September 2004). Specifically, tell
       us whether shareholder approval of the forward stock split is required
       under state law.

       Response: In response to this comment, we have taken note of the
Commission's views on unbundling matters to be voted upon by stockholders as set
forth in the Fifth Supplement to the Division of Corporation Finance's Manual of
Publicly Available Telephone Interpretations (September 2004). However, we
respectfully submit that we do not believe that it is necessary to unbundle the
amendments to the Company's charter because (i) it is the going private
transaction as a whole that should be voted on by the stockholders and not
necessarily the mechanical components of implementing the transaction and (ii)
we have been advised by our Nevada counsel that the forward stock split does not
require stockholder vote pursuant to Nevada corporate law.

    8. You urge shareholders to return the properly executed proxies "as soon as
       possible" to ensure their representation at the special meeting. Please
       revise to specify the date within which you must receive the completed
       proxies for them to be valid.

       Response: We have complied with this comment by inserting the requested
language. Please note that the date is blank as the Proxy is still in its
preliminary form and the date of the

Securities and Exchange Commission
December 16, 2005
Page 4

Special Meeting has not been set. A specific date two (2) days prior to the
Special Meeting will be included in the Definitive Proxy Statement.

   Summary Term Sheet, page i
   --------------------------

    9. Your summary term sheet is duplicative of some information found in the
       Questions and Answer section. Please revise the summary term sheet to
       comply with Item 1001 of Regulation M-A and the Instructions to that
       Item. The summary term sheet should address all of the most material
       terms of the transaction, preferably in a bullet-point format. See Part
       II.F.2.a of SEC Release No. 33-7760 (October 22, 1999) for a discussion
       of the items that should be discussed in the summary term sheet.

       Response: We have complied with the Commission's comment and have revised
our disclosure in the Summary Term Sheet and in the Question and Answer Section.

   10. We note on page 27 that your directors and officers will retain their
       positions after you go private. In a new sub-section captioned to
       indicate the interests of your directors and officers in this
       transaction, please name all present affiliates who will hold an ongoing
       equity interest and senior management positions in the private entity. In
       the same sub-section, clarify whether the interested individuals
       participated in the board's deliberations regarding the transaction.

       Response: In response to this comment, we have complied with the
Commission's comment by inserting the requested language on page ii of the
Summary Term Sheet under the heading "Interests of Officers, Directors and
Affiliates of the Company." Please note that Bruce Bendell is the only Affiliate
of the Company. All of the Company's other directors are non-employee directors
whose stockholdings are each less than 2%.

   Suspension of Public Reporting Obligation, page i
   -------------------------------------------------

   11. Please insert additional information regarding the effect of the
       transaction on unaffiliated shareholders. For example, you may state that
       upon going private, your unaffiliated shareholders will cease to have any
       ownership interest in you and will cease to participate in any of your
       future earnings and growth.

       Response: In response to this comment, we have complied with the
Commission's comment by revising the disclosure regarding the effects of the
Transaction and including such disclosure in a new section entitled "Effects of
the Reverse Stock Split" on page (ii) of the Summary Term Sheet.

   Effect on Beneficial Ownership of Common Stock by Major Stockholders, page ii
   -----------------------------------------------------------------------------

   12. We understand that the shares held by your directors and executive
       officers will be voted in favor of the transaction. Please disclose that
       these persons hold 49.07% of your total

Securities and Exchange Commission
December 16, 2005
Page 5

       voting stock, and confirm, if accurate, that you still need the approval
       of a limited number of unaffiliated shareholders to go private.

       Response: In response to this comment, we have complied with the
Commission's comment by revising the disclosure regarding the effect of the
Transaction on the beneficial ownership of Common Stock held by the Majority
Stockholder and including in such disclosure in a new section entitled "Vote
Required for Approval of the Transaction at the Special Meeting" on page (iii)
of the Summary Term Sheet.

   Appraisal Rights, page ii
   -------------------------

   13. Please confirm whether Nevada state law will continue to govern you
       after you go private.

       Response: We hereby confirm that Nevada state law will continue to govern
the Company after the Transaction. In response to this comment, we have complied
with the Commission's comment by adding the requested language at the end of the
paragraph entitled "Appraisal Rights" on page (iv) of the Summary Term Sheet.

   Fairness of the Transaction, page ii
   ------------------------------------

   14. The discussion related to the board's position and the opinion of the
       financial advisors implicitly pertains to the perceived benefits of the
       merger. Please balance this disclosure with a succinct reference to the
       probable risks related to the transaction, which you discuss in greater
       detail on pages 14-16.

       Response: In response to this comment, we have complied with the
Commission's comment by revising the disclosure described in the Fairness of the
Transaction section beginning on page (ii) of the Summary Term Sheet.

   15. We note your disclosure indicating that the Board of Directors
       unanimously determined "...that the Transaction is fair to, and in the
       best interests of, the Company and its stockholders." Please revise your
       fairness determination to indicate that the going private transaction is
       fair to unaffiliated stockholders, as required pursuant to Item 1014(a)
       of Regulation M-A. Please ensure that you have made consistent revisions
       throughout the proxy statement. Also, please revise to indicate in the
       summary that the Special Committee, in addition to the Board of
       Directors, determined the transaction to be fair to unaffiliated
       stockholders.

       Response: In response to this comment, we have complied with the
Commission's comment by adding language indicating that the Transaction is fair
to unaffiliated stockholders throughout the Proxy Statement, as appropriate.

Securities and Exchange Commission
December 16, 2005
Page 6

   Special Meeting of Stockholders, page 1
   ---------------------------------------

   Solicitation, page 2
   --------------------

   16. Please revise to describe all methods, such as telephone, mail, or other
       means, that you plan to employ in order to solicit proxies. Refer to Item
       4(a)(3) of Schedule 14A. Also confirm for us, on a supplemental basis,
       that proxies will not be solicited via the Internet or add disclosure
       stating otherwise, as we note your indication on page 6 that you may
       solicit proxies by "electronic communications." Provide us a user ID and
       password necessary to access any Internet websites to be used for voting,
       or provide printed pages depicting the information on the site.

       Response: In response to this comment, we have complied with the
Commission's comment by revising the language relating to the manner in which
proxies will be solicited on page 23.

       Please note that the Company hereby confirms that proxies will not be
solicited via the internet. In addition, the disclosure indicating that the
Company may solicit proxies by "electronic communications" has been eliminated
from the Question and Answer Section, which now begins on page 24.

   Questions and Answers About the Transaction and the Special meeting, page 2
   ---------------------------------------------------------------------------

   5.  What if I hold my shares in street name?
   --------------------------------------------

   17. We note your indication that you intend to treat "stockholders holding
       Common Stock in street name though a nominee (such as a bank or broker)
       in the same manner as stockholde