SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE
February 25, 2005

via U.S. mail

Pascual Mastellone
President and Chief Executive Officer
Mastellone Hermanos S.A.
E.Ezcurra 365, Piso 2, Of. 310
Buenos Aires, Argentina
C1107CLA

Re:  	Mastellone Hermanos S.A.
	Form F-4 filed January 25, 2005
      File No. 333-122268

Dear Mr. Mastellone:

      We have reviewed your filing and have the following
comments.
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 comments are 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 F-4

General

1. Where comments on a section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.

2. In your amendment to the registration statement, include the
most
current information available.  Refer to General Instruction C (b)
of
Form 20-F: "[U]nless an item directs you to provide information as
of
a specific date or for a specific period, give the information in
a
registration statement as of a date reasonably close to the date
of
filing the registration statement..."  For example, update the
information pertaining to the exchange rate.  See Item 3.A.3 (a)
and
(b) of Form 20-F.  Also, provide more current inflationary
information than you include in the second paragraph of the risk
factor captioned "Substantially all our revenues are earned in
Argentina" at page 18.

3. We note that you are registering the notes in reliance on the
staff`s position in Exxon-Capital Holdings Corporation (avail.
April
13, 1989), Morgan Stanley & Co., Inc. (avail. June 5, 1991),
regarding resales, and Shearman & Sterling (avail July 2, 1993),
with
respect to the participation of broker dealers.  With your next
amendment, please provide a supplemental letter stating that you
are
registering the exchange offer in reliance on the staff`s position
in
those letters, and including the statements and representations
substantially in the form set forth in Morgan Stanley & Co. and
Shearman & Sterling.

4. Unaudited interim financial information should be indicated as
such in column headings. For example, in your selected
consolidated
financial and operating data included on page 42, `unaudited`
column
headings should be added for the nine-month periods ended
September
30, 2004 and 2003.

Prospectus Cover Page

5. Separately list the two series of notes, old and new, in the
caption at the top of the page.
6. You refer to "contingent increases in the interest rate
applicable
to the old notes" on this page and at page 4.  Revise to clarify
whether you are referring to penalty interest provisions.  Discuss
the applicable provisions in necessary detail later in the
document.
We may have additional comments based upon your response.
7. As currently represented, the offer could be open for less than
the full 20 business days due to the 5:00 p.m. expiration time
instead of an expiration time of midnight on what ultimately may
be
the twentieth business day following commencement.   See Question
and
Answer Eight in Exchange Act Release No. 16623 (March 5, 1980).
Please confirm that the offer will be open at least through
midnight
on the twentieth business day.  See Rule 14d-1(g)(3).

Disclaimer, page i

8. Revise to move any non-required disclosure that appears after
the
table of contents so that it does not appear prior to the Risk
Factors section.  Also, the caption "disclaimer" is inappropriate.
9. You state that the reader "should rely only on the information
contained" in the prospectus.  In the next paragraph, though, you
indicate that the prospectus incorporates additional information
and
that the reader "should read it together with the documents filed
as
exhibits to the registration statement or otherwise filed with the
SEC."  You further suggest that your disclosure "may not
necessarily
be complete."  If you are not incorporating information by
reference,
do not suggest otherwise.  Also, you may provide summaries, but
you
must provide materially complete disclosure.  Revise throughout
your
document as necessary.
10. Explain in necessary detail in the disclosure that you have
moved
from the top of page ii in response to comment 7 of this letter
the
benefits and requirements to which you refer.

Forward-Looking Statements, page iii

11. We note your disclosure here and at page 57 regarding forward-
looking statements.  The safe harbor provided in the Private
Securities Litigation Reform Act of 1995 ("PLSRA") does not apply
to
statements made in connection with a tender offer.  See Section
27A(b)(2) of the Securities Act of 1933 and Section 21E(b)(2)(C)
of
the Securities Exchange Act of 1934.  Revise to eliminate any
suggestion to the contrary.

Prospectus Summary, page 1
      Overview of our Business, page 1

12. Provide us with objective support for subjective/comparative
statements, and assertions regarding your market share or
position,
that appear throughout your document.  Refer to Item 4.B.7 of Form
20-F.  For example, provide support for the statements that appear
at
pages 63, 67, 70 and 72, as well as the following:
* you are the leading processor and distributor of fresh dairy
products in Argentina;
* "[w]e  believe our products are recognized throughout Argentina
for
their consistently superior quality...,";
* "[w]e believe we have created the most extensive and efficient
distribution network for dairy products in Argentina...,";
* "[w]e believe that our General Rodriguez complex...is the most
advanced large-scale milk processing facility in Latin America";
and
* you enjoyed, as of the fiscal year ended December 31, 2003 and
the
nine-month period ended 2004, market shares of approximately 56.6%
and 57.8%, respectively, of the Argentine fluid milk market in
terms
of physical volume.

Payment Default and Restructuring, page 1

13. Clearly and concisely identify the more material facts
relating
to your restructuring and the resulting consequences.  Rather than
describe in detail the various rounds of negotiations with
creditors,
clarify the results of the restructuring by identifying the types
of
debt issued in the restructuring.  Also provide a more detailed
explanation of the restructuring transactions in a separate
section
later in the prospectus.  See Item 4.A.4 of Form 20-F.

Change in Independent Registered Accountant, page 3

14. On page 3, you indicate that Deloitte is not currently
independent under Regulation S-X.  Please expand your disclosure
to
explain why independence was breached.  In addition, revise to
describe why the inclusion of Deloitte`s opinion on the financial
statements in this registration statement is not problematic under
the Commission`s auditor independence rules.

15. Please either include your audited December 31, 2004 financial
statements in the next amendment to this registration statement,
or
revise your disclosure to indicate that you will include those
audited financial statements in a pre-effective amendment.

Risk Factors, page 16

16. Delete the second sentence of the italicized paragraph, as it
is
inappropriate.  Describe all material known risks, and eliminate
any
suggestion that your risk factor section may be incomplete.
17. Rather than indicating you "cannot assure" a particular
result,
revise all language of this type and instead state the risk and
potential plainly and directly.  Also ensure that your captions
and
text are concise and do not include mitigating language.  Examples
include the first risk factor, which emphasizes positive aspects
and
assumptions, as well as the clauses that begin "while" at pages 27
and 28.

Our creditors may not be able to enforce . . ., page 17

18. Please summarize briefly the requirements of Articles 517
through
519.  It is unclear whether those provisions relate or are limited
to
the requirement that foreign judgments cannot violate principles
of
public policy.

Our new notes may be adversely affected by developments . . .,
page
17

19. Revise this risk factor caption and narrative to describe more
concretely the type of developments and the countries to which you
are referring.  The narrative does not sufficiently explain, for
example, the risks that are particular to emerging market
countries.

The pledge of ..., page 17

20. Revise to clarify the nature of the risk.  Is it not typically
the case that recourse to pledged items occurs only after a
default?

The new notes are junior, page 18

21. The caption appears to suggest a smaller group of entities to
which the debt is subordinated than does the disclosure at page
88.
Please revise or advise.

Risks Factors Relating to Argentina, page 18

22. None of your risk factors should consist of more than two or
three concise paragraphs.  Focus on concisely summarizing the risk
in
each case.

Because the Argentine standards for disclosure . . ., page 29

23. Because we believe it is inappropriate to consider the
disclosure
requirements of the Federal securities laws as they apply to
foreign
private issuers as a risk to investors, the nature of the risk
described in this caption is unclear.  Please revise or relocate.

Capitalization, page 31

24. Since "Cash and cash equivalents" is not a required or
appropriate item for inclusion in the Capitalization table, please
delete it.

25. Please revise your capitalization table in accordance with
Item
3.B. of Form 20-F as follows:

a. Provide the table as of a date no earlier than sixty days prior
to
the date of the registration statement.

b. Distinguish between guaranteed and un-guaranteed indebtedness.

The Exchange Offer, page 33
	Expiration Date; Extensions; Amendments, page 35

26. We note your reservation of the right to amend the terms of
the
offer and your representation that in the event of a material
change,
you will extend the exchange offer for a period of time "that
[you]
will determine to comply with the Exchange Act, depending on the
significance of the amendment and the manner of disclosure to
holders."  Supplementally confirm to us that in the event of a
material change in the offer, including the waiver of a material
condition, you will extend the offer period if necessary, so that
at
least five business days remain in the offer following notice of
the
material change.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 46

27. You indicate that prior to January 1, 2004 and the
implementation
of Technical Resolution No. 21 you did not consolidate two of your
subsidiaries.  Tell us how your accounting for these subsidiaries
prior to January 1, 2004 complies with US GAAP or indicate where
in
the US GAAP reconciliation this matter is addressed.

Critical Accounting Policies, page 47

28. We note that you identify several areas of accounting where
critical accounting policies are used to record activity.
However,
it appears that your disclosures lack association with specific
accounting estimates that may be necessary to an understanding of
your liquidity, capital resources, and results of operations.
Please
expand your disclosures to address the specific instances where
uncertainties exist in your estimates.  Your disclosures should
provide information about the quality and variability of your
earnings and cash flow so that investors may ascertain the
indicative
value of your reported financial information.  We generally find
that
disclosures including both a sensitivity analysis and discussion
of
historical experience making the critical estimate are effective
in
conveying this information.   Please refer to FRC Section 501.14.
for
further guidance.

Liquidity and Capital Resources, page 56

29. Expand your discussion of operating cash flows to include a
discussion of the underlying drivers (e.g. cash receipts from the
sale of goods and services and cash payments to acquire materials
for
manufacture or goods for resale). On page 28 we noted a discussion
relating to the seasonality in the production of milk and how it
can
affect your working capital.  Such trends and analyses should be
considered in your liquidity discussions.   For further guidance
refer to FRC 501.13.b.

30. On page 59, you indicate plans to sell your semi-hard cheese
plant.  Revise your disclosure to include a discussion of how the
sale of the plant will affect your future operations.  For further
guidance refer to FRC 501.12.

31. Given the impact of the restructuring to your business,
provide
more detailed discussion in this section of the debt restructuring
and the impact it had and will have on your short and long-term
liquidity.  In this regard, we also note disclosure in Note 2 to
the
financial statements.  Link your potential sources of liquidity to
the unique constraints faced by Argentine companies in general and
to
your company in particular, due to the circumstances outlined on
page
F-13.  See Item 5.B.1(a) of Form 20-F.

The Argentine Dairy Market, page 63

32. Ensure that your disclosure regarding regulatory matters is
complete and consistent.  For example, refer to the additional
disclosure at page 75 regarding the Argentine Hazardous Waste Law
and
certain provincial and municipal regulations.   Pursuant to the
requirements set forth in Item 4.B.8 of Form 20-F, revise your
disclosure to identify the regulations and impact thereof of
material
government regulations on the company`s business.  We may have
further comments.

Our Business, page 67

33. On page 75, you indicate you are subject to the provisions of
the
Argentine Hazardous Waste Law and certain provincial and municipal
regulations.  Expand your discussion to describe the material
effects
of government regulations on your business.  Refer to Item 4.B.8.
of
Form 20-F.

Board of Directors, Executive Officers and Supervisory Committee,
page 78
	Board of Directors and Executive Officers, page 78

34. Revise to clarify the functions of each individual listed,
where
the current disclosure is not clear in that regard.  See Item 6.A
of
Form 20-F.  Examples include Messrs. Antonio Mastellone, Alejandro
Casas and Jorge Gugliermo.
35. Confirm that you are not required to disclose compensation on
an
individual basis in Argentina, or provide the disclosure required
by
Item 6.B. of Form 20-F.
Certain Related Party Transactions, page 82
36. Revise to make clear why the transactions cited constitute
material related-party transactions, and include all such
transactions. For example, it is unclear why you do not discuss
your
engagement of the financial advisor Greenwich Investments, S.A.
Consistent with the requirements of Item 7.B. of Form  20-F,
please
revise your disclosure as necessary.

Certain U.S. Federal Income Tax Considerations, page 128

37. Please revise this heading and the text thereunder to refer to
"material" tax consequences.  This comment also applies to the
section entitled "Certain Argentine Tax Considerations" on page
134.

38. Eliminate the suggestions in this section and the next that
you
provide only a "general discussion" and that the reader "should
consult" its own advisors.

Unaudited Fin