SecProbe.io

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<FILENAME>filename1.txt
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September 9, 2004

Mail Stop 0409

Mr. Richard A. Bailey
President
Gateway Distributors, Ltd.
3035 E. Patrick Lane, Suite 14
Las Vegas, Nevada 89120

	RE:	Gateway Distributors, Ltd.
		Preliminary Materials on Schedule 14C
		Filed September 3, 2004
		File No. 0-27879

Dear Mr. Bailey:

	The staff conducted a limited review of the above filing.  We
limited our review to the following comment:

	We note that the holders of a majority of the company`s
outstanding shares have consented to increase the number of
authorized shares of both the company`s common and preferred stock.
Please revise your disclosure to briefly state the reasons for the
increase in both instances. Please refer to Item 19 of Schedule 14A.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) 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.
Additionally, the registrant should provide written acknowledgement
of the following:
The adequacy and accuracy of the disclosure in the filing is the
responsibility of the registrant. The registrant acknowledges that
staff comment or changes in response to staff comment in the proposed
disclosure in the preliminary proxy materials do not foreclose the
Commission from taking any action with respect to the filing. The
registrant also represents that staff comment may not be asserted 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 connection with our review of your filing or
in response to our comments on your filing.

All persons who are by statute responsible for the adequacy and
accuracy of the information statement are urged to be certain that
all information required pursuant to the Securities Exchange Act of
1934 has been included.

	You may direct questions to Paul Fischer at (202) 942-1903, or
the undersigned at (202) 942-1960.

Sincerely,

Karen J. Garnett
Assistant Director

Gateway Distributors, Inc.
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