SecProbe.io

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April 7, 2005

Mail Stop 0409

VIA U.S. MAIL AND FAX (559) 665-7066

Mr. Phil Hamilton
President and Chief Executive Officer
Global Diversified Industries, Inc.
1200 Airport Drive
Chowchilla, CA  93610

Re:	Global Diversified Industries, Inc.
Form 10-KSB for the year ended April 30, 2004
Forms 10-QSB for the quarters ended January 31, 2005
File No. 333-83231

Dear Mr. Hamilton:

      We have reviewed your March 31, 2005 response letter and
have
the following 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 any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

1. We read your response to comment 1.  Please explain in greater
detail the types of costs you incur for engineering and
architectural
plans and the timing of such expenditures in relation to the
production of the specific modular structure.  For example, do you
incur these costs for a particular modular structure that you plan
to
sell or do these costs relate to a design of a prototype or model?
In addition, tell us how you considered the guidance in SFAS 2 in
accounting for these costs.

2. We read your response to comment 2.  Quoted market prices, if
available, is the best evidence of fair value and should be used
as
the basis for measuring the fair value of your common stock.  This
includes quoted market prices in a dealer market, which in absence
of
quoted market prices in an exchange market is the best evidence of
fair value.  We object to your notion that a dealer market is not
an
active market.  Accordingly, please revise your financial
statements
to reflect the value of the beneficial conversion feature and
additional interest expense over the term of the note through
November 2003 in accordance with EITF 98-5 and EITF 00-27.

*  *  *  *

	You may contact Josh Forgione, at (202) 824-5464, or me, at
(202) 824-5222, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

							Sincerely,

Steven Jacobs
Accounting Branch Chief
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Global Diversified Industries, Inc.
April 7, 2005
Page 1

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