SecProbe.io

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              Commodore Applied Technologies, Inc.
                150 East 58th Street, Suite 3238
                       New York, NY 10155

                        December 15, 2004

Pamela A. Long, Esq.
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W., Mail Stop 4-4
Washington, D.C. 20549-0404

     Re:  Commodore Applied Technologies, Inc. (the "Company")
          Preliminary Proxy Statement on Schedule 14A
          File No. 1-11871

Dear Ms. Long:

      Thank  you for your correspondence dated December 8,  2004.
We  appreciate  the Staff's assistance with compliance  with  the
applicable disclosure requirements.

      We  have  filed  a revised preliminary proxy  statement  on
Schedule   14A   on  EDGAR  that  we  believe  incorporates   the
appropriate  revisions in response to your  comments.   We  would
appreciate  your expedited review of the revised proxy  statement
in order to permit us to meet our revised meeting timetable.

      Our responses to your comments are set forth below.  Please
note that our responses are keyed to your comments.

Preliminary Proxy Statement on Schedule 14A
-------------------------------------------

General
-------

  1.   Disclose the number of record holders as of the most recent
       practical date. Please also tell us how the computation was made;
       in this regard we direct your attention to Phone Interp. M.30 of
       the 1997 Telephone Interpretations Manual that is available on
       our website (www.sec.gov).

       COMPANY RESPONSE:   We have included this  disclosure  on
       page  1  of  the  revised proxy statement  in  the  fourth
       sentence  under  the caption "Who is

<PAGE>

       Entitled  to  Vote?". Please  note  that  the  computation
       of shareholders  of record has been made in accordance with
       Exchange Act  Rule 12g5-1  and  Phone  Interp. M.30  of  the
       1997  Telephone Interpretations Manual.

  2.   Please clarify whether the preferred shareholders have any
       voting rights and, if so, describe.

       COMPANY RESPONSE:   We have disclosed that the  preferred
       shareholders  have no voting rights in the  last  sentence
       under the caption "Who is Entitled to Vote?" on page 1  of
       the  revised  proxy  statement. This  disclosure  is  also
       included  in  the last sentences under the captions  "What
       is  the  Effect  of the Reverse Stock Split  on  Series  E
       Convertible  Preferred Stock?,"  "What is  the  Effect  of
       the  Reverse Stock Split on Series F Convertible Preferred
       Stock?,"  and  "What is the Effect of  the  Reverse  Stock
       Split  on Series H Convertible Preferred Stock?," on  pages
       14 and 15.

  3.   Please revise the beneficial ownership table to reflect the
       number of shares beneficially owned by officers and directors as
       a group.  It would also appear that the Shaar Group should be
       included in the beneficial ownership table as a 5% owner since,
       as described in the proxy statement, a change in control of the
       company may occur if the Shaar Group exercises their conversion
       privileges on the Preferred Stock.

       COMPANY RESPONSE:    We  have  revised  the   beneficial
       ownership  table  on  page 34 to  reflect  the  beneficial
       ownership  of  officers and directors as a group  and  the
       beneficial ownership of The Shaar Fund.

  4.   Please provide the information required under Item 404  of
       Regulation S-K.

       COMPANY RESPONSE:   We have included this  disclosure  on
       page 37 of the revised proxy statement.

Proposal 1 - Election of Directors & Director Biographies
---------------------------------------------------------

  5.   Please  disclose  whether the companies  listed  for  each
       director nominee are public companies.  If information about
       these companies is not publicly available, then briefly describe
       their operations.

       COMPANY RESPONSE:    We have revised  the  disclosure  on
       pages  3 through 5 of the revised proxy statement to  note
       whether  the  companies  are  public  or  private  and  to
       briefly describe the operations of the private companies.

Proposal 2
----------

  6.   Please  include the information required  by  Item  13  of
       Schedule 14A and comply with Instruction 2 to Item 13 of Schedule
       14A.  Note that, since you

<PAGE>

       are not S-3 eligible, this information may only be incorporated
       by reference if the required information is delivered to
       shareholders in accordance with Item 13(b) of Schedule 14A.

       COMPANY RESPONSE:    We  have  included  the  information
       required  by  Item 13 of Schedule 14A by incorporation  by
       reference  in  accordance with Item 13(b).  In  accordance
       with   Item   13(c)(2),   the  revised   proxy   statement
       identifies  on  the  last pages  (pages  39  and  40)  the
       information  incorporated by reference.   This  will  also
       confirm  that  (i)  the  previously  filed  statements  or
       reports  incorporated by reference will  be  delivered  to
       security  holders with the proxy statement as required  by
       Item  13(b)(2) of Schedule 14A, and (ii) a manually signed
       copy  of  the accountant's report will be filed  with  the
       definitive proxy statement.

  7.   Please  include a prominent special considerations section
       setting forth the negative features of the transaction, e.g.,
       that it may force your equity holders to sell at a time not of
       their choosing and that the forced sale may be at a depressed
       market price.

       COMPANY RESPONSE:   This disclosure is included on  pages
       11  and  12  of  the  revised proxy  statement  under  the
       caption  "What  are  the Risk Factors  and  Other  Special
       Considerations Relating to the Reverse Stock Split?".

  8.   Please explain why the board thinks this transaction is fair
       to the shareholders being forced out at a time and price not of
       their choosing.  Please disclose why the board settled upon the
       proposed range for the reverse split.

       COMPANY RESPONSE:    This disclosure  regarding  why  the
       board  thinks  the  transaction is  fair  to  shareholders
       being  forced out is included on pages 10 and  11  of  the
       revised  proxy statement under the caption "Why  Does  the
       Board    Think   the   Transaction   is   Fair   to    the
       Shareholders?".  The disclosure regarding  why  the  board
       settled  upon the proposed range for the reverse split  is
       included  in page 10 of the revised proxy statement  under
       the  caption "How did the Board Decide on the Range of  1-
       10 to 1-20 for the Reverse Split?".

  9.   You  state  that the board has discretionary authority  to
       implement the reverse stock split and reserves the right, even
       after stockholder approval, to forego the transaction. Please
       discuss the factors and circumstances that the board  will
       consider in determining whether to adopt the proposal.

       COMPANY RESPONSE:   This disclosure is included  on  page
       12  of the revised proxy statement under the caption "What
       Factors  will  the  Board consider in Determining  Whether
       and When to effect the Reverse Stock Split?".

  10.  Please  disclose  the factors the board will  consider  in
       determining when to effect the reverse split and whether the
       board has in fact determined the timing of the split.

<PAGE>

       COMPANY RESPONSE:   This disclosure is included  on  page
       12  of the revised proxy statement under the caption "What
       Factors  Will  the  Board consider in Determining  Whether
       and When to effect the Reverse Stock Split?".

  11.  Please  disclose  in  a table, assuming  the  approval  of
       Proposed 2 (for both a 1-for-10 and a 1-for-20 reverse stock
       split), the number of common shares that will be:

             *    issued and outstanding,
             *    authorized and reserved for issuance, and
             *    authorized but unreserved.

       COMPANY RESPONSE:   This disclosure is included  on
       page  12  of the revised proxy statement under the caption
       "How Many Shares Will Result after the Reverse Split?".

  12.  We note your disclosure that you believe the low per share
       market price of your common stock is due to the overall weakness
       in the stock market.  Please describe the other factors that are
       contributing to your low share price in light of the data in the
       stock performance graph that shows an improvement in the stock
       market.

       COMPANY RESPONSE:   This disclosure is included on page  9
       of  the  revised proxy statement under the  caption  "What
       are the Reasons for the Board's Recommendation?".

  13.  Please  be  more specific about the policies and practices
       that discourage broker-dealers from dealing with low-priced
       stocks, if you are referring to the penny stock restrictions,
       then  so  state and provide a brief description  of  those
       restrictions.

       COMPANY RESPONSE:   This disclosure is included on  pages
       10  and  11  of  the  revised proxy  statement  under  the
       captions   "What   are  the  Reasons   for   the   Board's
       Recommendations?"  and  "What are  the  Risk  Factors  and
       Other  Special  Considerations  Relating  to  the  Reverse
       Stock Split?".

  14.  In  light  of  your current share price,  please  disclose
       whether your stock will likely be classified as penny stock
       following a reverse split.

       COMPANY RESPONSE:   This disclosure is included  on  page
       11  of the revised proxy statement under the caption "What
       are  the  Risk  Factors  and Other Special  Considerations
       Relating to the Reverse Stock Split?".

<PAGE>

What is the Effect on Fractional Shares?
----------------------------------------

  15.  In the example in the second paragraph of this section you
       state that stockholders with fewer than four shares will be
       cashed out in a 1-for10 reverse split.  However, it would appear
       that holders with fewer than ten shares would be cashed out.
       Please advise.

       COMPANY RESPONSE:   This disclosure has been corrected  in
       the  revised  proxy statement to provide that stockholders
       with fewer than ten shares would be cashed out.

What is the Effect of the Reverse Stock Split on the Series E and
F Convertible Preferred Stock?
-----------------------------------------------------------------

  16.  You  disclose  under  the  section  related  to  potential
       disadvantages to the transaction that the reverse stock split may
       not increase the price of your common stock. However, in these
       sections you disclose that there is no effect on the conversion
       of the Preferred Shares. Please disclose that if the share price
       does not increase, the Series E and F Convertible Preferred Stock
       will convert into a larger percentage of the outstanding shares
       and the effect on the company and its shareholders.

       COMPANY RESPONSE:   This disclosure has been included  on
       page  14 of the revised proxy statement under the captions
       "What  is  the Effect of Reverse Stock Split on  Series  E
       Convertible  Preferred Stock" and "What is the  Effect  of
       Reverse Stock Split on Series F Preferred Stock?".

Proposal 3
-----------

  17.  Please provide the accounting fees billed for each of  the
       two fiscal years.

       COMPANY RESPONSE:   This disclosure has been provided  on
       pages 18 and 31 of the revised proxy statement.

Securities  Authorized  for  Issuance under  Equity  Compensation
Plans
-----------------------------------------------------------------

  18.  Please provide a description of the material features of the
       plans that have not been approved by security holders.

       COMPANY RESPONSE:   This disclosure has been provided  on
       page 25 of the revised proxy statement.

Ten Year Option Repricings
--------------------------

  19.  Please include the new exercise price in the table.

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       COMPANY RESPONSE:    The  new  exercise  price  has  been
       included in the table in the revised proxy statement.

    The Company hereby acknowledges 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.

     Please  contact  the undersigned at (212)  308-5800  or  our
counsel, Daniel B. Nunn, Jr., of McGuireWoods LLP, at (904)  798-
2654  if  we  can  be of any service.  Again, we appreciate  your
expedited review of the revised proxy statement.

                              Very truly yours,

                              /s/ James M. DeAngelis

                              James M. DeAngelis
                              Chief Financial and Administrative
                              Officer

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