SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
April 12, 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/A  filed March 29, 2005
      File No. 333-122268

Dear Mr. Mastellone:

      We have reviewed the above filing and response letter and
have
the following comments.  Where indicated, we think you should
revise
your documents in response to these comments.  If you disagree, we
will consider your explanation as to why our comments are
inapplicable or revision is unnecessary.  Please be as detailed as
necessary in your explanation.

	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
filings.
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. We remind you to make parallel changes to all affected
disclosure.

2. In response to our prior comment 12 you provided on a
supplemental
basis, materials that you identify as supportive of statements
made
in the prospectus.  However, the submissions filed on EDGAR as
correspondence and the courtesy copies mailed to us were
incomplete.
For example, in your response, you reference pages that were not
located in the submissions provided to us (i.e. a reference to
page 5
of Annex B, which Annex B contains only 4 pages).   We note also
that
the materials provided were in Spanish and were not clearly marked
to
indicate the portion of the document that provided the support for
the statements identified in our prior comment.  Although we were
able to discern the bases of support for certain statements, we
were
unable to locate the support for statements you assert were
located
in Annex B and Annex C of the materials provided.  Consequently,
we
reissue our prior comment 12.  To expedite our review, please
ensure
that future submissions are clearly marked, include all pertinent
pages, are translated into English, and are accurately identified
in
the response letter.

Prospectus Cover Page

3. Please correct the caption at the top of the page to disclose
that
you are offering to exchange new Series B-2 notes for outstanding
Series B-1 notes, or advise. Also, ensure that references to the
"old" and "new" notes are consistent throughout the prospectus.
Refer, for example, to the revised text at the top of page 2.

Management`s Discussion and Analysis of Financial Condition, page
42

      Critical Accounting Policies, page 44

4. We note your revised critical accounting policy disclosures on
page 44 regarding "estimates of carrying values of assets and
liabilities".  Please remove all such general discussions.
Critical
accounting policies should present your analysis of the
uncertainties
involved in applying a particular principle at a given time or the
variability that is reasonably likely to result from a particular
principle over time.  Additionally, remove the statement that you
design your assumptions using a "conservative approach" to have a
"reasonable cushion" for your estimates.

5. We note your response to prior comment 28.  Please expand your
proposed disclosures to include quantitative analyses of the
sensitivities of your accounting estimates and assumptions.  Refer
to
FRC 501.14. for further guidance.

Our Business, page 66
	Principal Production Facilities, page 73

6. Provide support for your belief that the General Rodriguez
plant
is "one of the largest dairy processing facilities in the world
and
the largest...in Latin America," or revise the statement
accordingly.

Financial Statements, page F-1

      General

7. We note several adjustments to line items in your consolidated
balance sheet as of December 31, 2003 and in your consolidated
statements of operations and cash flows for the year ended
December
31, 2003.  For example, the line item "Net sales" on page F-53
changed from 1,130,099 in your Form F-4 filed on January 25, 2005
to
1,132,141 in your Form F-4 filed on March 29, 2005.
Supplementally
tell us why line item adjustments were necessary.

      Report of Independent Registered Public Accounting Firm,
page
F-2

8. The audit report included for Becher Lichentstein & Asociados
should make reference to its international affiliation to BDO.
See
Item V. A., "Audit Report Signature Requirements", of the
International Reporting and Disclosures Issues in the Division of
Corporation Finance at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P3
49_51770.  Please have your auditors revise accordingly.

      Note 5 - Breakdown of Main Accounts, page F-25

		Deferred Income Taxes, page F-28

9. Supplementally explain the item identified as "adjustment to
present value" included in your analysis of deferred tax
liabilities
and tell us how your accounting for this adjustment is in
accordance
with U.S. generally accepted accounting principles.

Exhibits

Legality Opinions

10. Please file opinions to address the legality of the guarantees
that are being registered.

Exhibit 8.1 - Tax Opinion

11. We refer you to the second paragraph on the first page.
Please
revise to state that the referenced disclosure in the registration
statement is the opinion of counsel.  Counsel must opine on what
the
tax consequences of the transaction are, rather than on the manner
or
accuracy with which the disclosure summarizes the tax law.

Closing Comments

      Please amend your registration statement in response to
these
comments.  You should provide us with marked copies of the amended
materials to expedite our review.  Please comply with Rule 310 of
Regulation S-T regarding the marking of changed material. Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      No other review of the registration statement has been made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included.  You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

      Please direct questions regarding accounting issues and
related
disclosures to April Sifford at (202) 942-2983, or in her absence
to
Barry Stem, Senior Assistant Chief Accountant, at (202) 942-1919.
Direct all other questions to Mellissa Campbell Duru at (202) 942-
1930 or, in her absence, to Timothy Levenberg, Special Counsel at
(202) 942-1896.  Please send all correspondence to us at the
following ZIP code:  20549-0405.

        	               					Sincerely,

                              H. Roger Schwall
					Assistant Director

John Millard, Esq.
Shearman & Sterling,LLP
(212) 848-7179 (via facsimile)

cc: 	T. Levenberg
      M. Duru
      M.Coco
	A.Sifford
      B. Stem
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Mastellone Hermanos S.A.
April 12, 2005
page 1

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