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      SEC Comment Response 8-16-05

    Global
      Diversified Industries, Inc

    1200
      Airport Drive

    Chowchilla,
      CA 936103

    559-665-5800

    August
      16, 2005

    VIA
      FAX AND EDGAR

    Mr.
      Josh
      Forgione

    Division
      of Corporate Finance

    U.S.
      Securities & Exchange Commission

    Washington,
      D.C. 20549

    Re:
      Global Diversified Industries, Inc.

    File
      No.
      333-8321

     Form
      10-KSB for Year Ended April 30, 2004

    Forms
      10-QSB for quarters ended October 31, 2004

    Dear
      Mr.
      Forgione:

    This
      will
      acknowledge receipt of your letter of comment dated August 16, 2005 with regard
      to the above referenced filings. Our responses reference your comment numbers
      as
      follows:

    Comment
      1

    In
      a
      limited number of cases, less than five percent of sales, at the customer’s
      written request, the Company enters into bill and hold transactions whereby
      title transfers to the customer , but the unit does not ship until a specified
      later date.

    The
      Company recognizes revenues associated with the bill and hold arrangements
      when
      the product is complete, ready to ship, accepted by the customers or
      representative and the following hold criteria have been met.

     (1)
      Title
      and
      risk of ownership of the unit passes to the customer;

    (2)
      The
      Company has obtained a written fixed purchase commitment;

    (3)
      The
      school district, or its authorized representative, has requested in writing,
      the
      transaction be on a bill and hold basis;

    (4)
      The
      customer has provided a delivery schedule;

    (5)
      All
      performance obligations related to the sale have been completed;

    (6)
      The
      modular unit has been processed to the customer’s specifications, accepted by
      the customer and made ready for shipment; and

    (7)
      The
      modular unit is segregated from our inventory and is not available to fill
      other
      orders.

    We
      will
      expand our revenue recognition policy to include the following
      disclosure:

    However,
      in certain cases, at the customer’s written request, the Company enters into
      bill and hold transactions whereby title transfers to the customer, but the
      product does not ship until a specified later date. The Company recognizes
      revenues associated with the bill and hold arrangements when the product is
      complete, ready to ship, accepted by the customer and the hold criteria have
      been met.

    Comment
      2

    We
      will
      file this response and our letter of August 15, 2005 under EDGAR within 48
      hours.

    We
      thank
      you in advance for your assistance in this matter. Since we are in the process
      of preparing our financial statements in connection with the year ended April
      30, 2005 to be included in our Annual Report on Form 10K SB, we respectfully
      request an expedited review of our responses. If you have any questions or
      additional comments, please do not hesitate to contact us.

    Sincerely,

    GLOBAL
      DIVERSIFIED INDUSTRIES, INC.

    /s/
      Phillip O. Hamilton

    Phillip
      O
      Hamilton

    Chairman
      & CEO