SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>spearjackson8kltr2.txt
<DESCRIPTION>SPEAR JACKSON ITEM 4 8KA#1 FILED 8/25/04 COMMENT LTR THOMPSON
<TEXT>

September 2, 2004

Mr. William Fletcher
Spear & Jackson, Inc.
6001 Park of Commerce Blvd., Suite 200
Boca Raton, Florida 33431

RE:  	Form 8-K/A Item 4 filed August 25, 2004
	File # 000-32013

Dear Mr. Fletcher:

We have reviewed your filing 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 comment is inapplicable or a 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 number listed at
the end of this letter.

1. We refer you to the Staff`s previous comment letter dated August
24, 2004.  As previously requested, 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 in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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.

*****

Please file your supplemental response via EDGAR in response to these
comments within 5 business days of the date of this letter.  Please
note that if you require longer than 5 business days to respond, you
should contact the staff immediately to request additional time.
Direct any questions regarding the above to the undersigned at (202)
824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Fletcher
September 2, 2004
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

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