SecProbe.io

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Mail Stop 04-07						April 1, 2005

Via U.S. Mail and Fax (954-360-9095)

Robert T. Hamilton
Chief Financial Officer
EDiets.com, Inc
3801 W. Hillsboro Boulevard
Deerfield Beach, Florida 33442

Re:	EDiets.com, Inc
	Form 10-K for the year ended December 31, 2004
      Filed March 22, 2005

	File No. 0-30559

Dear Mr. Hamilton:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
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 10-K for the year ending December 31, 2004

Critical Accounting Policies, page 16

Goodwill and Intangible Assets

1. Revise your disclosures regarding the goodwill to disclose the
estimates and assumptions used to determine the fair value of
goodwill and provide sensitivity analysis depicting reasonably
likely
scenarios had other variables been chosen in the determination of
your estimates. Refer to SEC Interpretive Release no. 33-8350
Commission Guidance Regarding Management`s Discussion and Analysis
of
Financial Condition and Results of Operations.

2. Tell us of your basis for testing the goodwill recorded in
connection with the acquisition of eDiets Europe at the reportable
segment level and the goodwill related to DietSmart at the
enterprise
level.  Paragraph 18 of SFAS 142 requires that you test goodwill
for
impairment at a level of reporting referred to reporting unit.
Refer
to paragraphs 30-36 of SFAS 142 for guidance in determining your
reporting units.

3. Tell us what are the operating segments that you aggregated in
the
two reportable segments under SFAS 131.  Tell us specifically how
you
identified your reporting units and what those reporting units are
in
accordance with paragraph 30 of SFAS 142 and EITF D-101.
Additionally, tell us how you have determined the amount of
goodwill
to be assigned to the reporting units.

4. Please note that since you had a change in the reported amount
of
goodwill in the period you need to include within the MD&A and
notes
the disclosures required by paragraph 45 c of SFAS 142. For your
guidance refer to Illustration 1 in Appendix C and revise
accordingly.

Consolidated Statements of Operations, page F-3

5. It appears that the caption "cost of revenue" excludes
depreciation and amortization for property and equipment that
directly attributed to the generation of revenue.  Revise to
comply
with SAB Topic 11:B as applicable, by identifying the amount of
applicable depreciation that is excluded from the above caption.

Note 2.  Summary of Significant Accounting Policies

Intangibles, page F-7

6. With regard to your disclosure that during the first quarter of
2004 you shut down the DietSmart website, tell us why you believe
that the goodwill allocated to Diet Smart was not impaired.  In
addition, it appears that the shut down of the DietSmart website
was
a triggering event that required you to test goodwill for
impairment.
Tell us why you believe that you did not have to perform a
goodwill
impairment test in view of this triggering event. Refer to
paragraph
28 of SFAS 142.

Revenue Recognition, page F-8

7. We note your disclosure that in accordance with EITF 99-19 you
recognize gross subscription revenues associated with licensed
diet
and fitness plans based on the relevant facts of the related
license
agreements.  To help us understand your disclosure tell us and
discuss how you evaluated the indicators in this standard that
weigh
in favor of your accounting policy for recognizing revenue gross.
In
your response, address the relevant facts of your license
agreements.

Item 9A. Controls and Procedures, page 23

8. Your disclosure indicates that the certifying officers
concluded
that your disclosure controls and procedures were effective "and
designed to ensure that information required to be disclosed by us
in
this report is accumulated and communicated to management,
including
our principal executive officers as appropriate, to allow timely
decisions regarding required disclosure."  This conclusion,
however,
goes to only one part of the definition of "disclosure controls
and
procedures."  See Rule 13a-15(e) under the Securities Exchange Act
of
1934.  Please confirm in your response letter that the certifying
officers` evaluation of the company`s disclosure controls and
procedures included controls and other procedures of the company
that
are designed to ensure that information required to be disclosed
by
the company in the reports that it files or submits under the
Act...is recorded, processed, summarized and reported, within the
time periods specified in the Commission`s rules and forms,"
pursuant
to Rule 13a-15(e).   In addition, in the future, you should
reference
the entire definition of disclosure controls and procedures or
simply
confirm that the certifying officers concluded, on the applicable
dates, that the company`s disclosure controls and procedures were
effective.

9. We note your disclosure in the third paragraph that management
recognized that, in designing and evaluation the company`s
disclosure
controls and procedures, any controls and procedures can provide
only
"reasonable assurance" that the objectives of the controls system
are
met.  Please confirm in your response letter that your disclosure
controls and procedures are designed to provide a reasonable level
of
assurance of reaching your desired control objectives.  Also
advise
in your response letter, if true, that your certifying officers
concluded that your disclosure controls and procedures are
effective
in reaching that level of reasonable assurance.  Also reflect our
comment in your future filings.  In the alternative in the future,
you may omit the sentence regarding the level of assurance of your
disclosure controls and procedures and simply state, if correct,
that
your certifying officers concluded that your disclosure controls
and
procedures are effective.  Please refer to Section II.F.4 of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
824-
5497 or Ivette Leon, Assistant Chief Accountant, at (202) 942-1982
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Reginald Norris at 202-972-2875
or
me at (202) 942-1990 with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director
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Robert T. Hamilton
EDiets.com, Inc
April 1, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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