SecProbe.io

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						August 29, 2005

Mail Stop 4561

Via U.S. Mail and Fax (702) 492-7728
Mr. Richard L. Ham
Director and President
Millenium Holding Group, Inc.
12 Winding Road
Henderson, NV 89052

	RE:	Millenium Holding Group, Inc.
      Form 10-KSB for the fiscal year ended December 31, 2004
		Filed May 16, 2005
		Form 10-QSB for the quarterly period ended March 31,
2005
		File No. 0-28431

Dear Mr. Ham:

      We have reviewed your response letter dated August 15, 2005
and
have the following additional comments.  In our comments, we ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may 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.

Report of Independent Registered Public Accounting Firm, page F-2
1. Please explain to us why the updated report of your auditors
references a second date of inception (May 21, 2003).

Forms 10-QSB for the periods ending March 31, 2005 and June 30,
2005

Statements of Cash Flows, page 4
2. Your response to prior comment 6 indicates that there is an
error
in your statement of cash flows, contained in your Form 10-QSB for
the period ending March 31, 2005, in the amount of 441,096.  We
note
that this amount appears again in your Form 10-QSB for the period
ending June 30, 2005.  Please file an amendment to your Form 10-
QSB
for the period ended March 31, 2005, and if applicable for the
period
ended June 30, 2005 to correct this error.

      Please respond to the comments included in this letter
within
ten business days.  If you have any questions, you may contact
William Demarest at (202) 551-3432 or me at (202) 551-3486.

Sincerely,

Daniel L. Gordon
Branch Chief

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Mr. Richard L. Ham
Millenium Holding Group, Inc.
August 29, 2005
Page 1

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