SecProbe.io

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<TYPE>CORRESP
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<FILENAME>corresp_jan212005.txt
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                        SCHNEIDER WEINBERGER & BEILLY LLP

                                Attorneys-at-Law

                    2200 Corporate Boulevard, N.W., Suite 210
                         Boca Raton, Florida 33431-7307

                                                                     Telephone
James M. Schneider, P.A.                                          (561) 362-9595
Steven I. Weinberger, P.A.                                           Facsimile
Roxanne K. Beilly, P.A.                                           (561) 362-9612

                                     CORRESP

                                January 21, 2005

Ms. Jennifer Thompson
Securities and Exchange Commission
Mail Stop 05-10
450 Fifth Street, N.W.
Washington, DC   20549-0404

         Re:      Spear & Jackson, Inc.
                  Form 8-K/A; Item 4.01
                  Filed December 16, 2004
                  File #000-32013

Dear Ms. Thompson:

         Reference is made to the Staff's correspondence dated January 12, 2005
regarding the Company's engagement of Chantrey Vellacott DFK. In response to the
Staff's inquiry, the substantial portion of the Company's assets and operations
are located and directed from Spear & Jackson's operational base in Sheffield,
England. Chantrey Vellacott previously performed significant auditing procedures
relating to the Company's non-U.S. subsidiaries pursuant to request of the
Company's former primary auditor, Sherb & Co. LLP. The Company also employs the
accounting firm of Holtz Rubenstein Reminick LLP, New York, New York for certain
U.S. tax compliance matters and to consult with Chantrey Vellacott relative to
U.S. GAAP, Public Company Accounting Oversight Board standards and U.S.
securities rules and regulations as they apply to accounting matters. The
majority of the audit work will be performed in the UK and at the Company's
subsidiaries located in France, Australia and New Zealand. Certain audit
procedures will be carried out in Florida commensurate with the materiality of
the Company's assets which are located there. Both firms are registered with the
Public Company Accounting Oversight Board. In addition, the Chantrey firm is
registered to carry on audit work and is regulated for a range of investment
business activities by the Institute of Chartered Accountants in England.

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Ms. Jennifer Thompson
January 21, 2005
Page 2 of 2

         As requested by the Staff, the following acknowledgements are provided
on behalf of Spear & Jackson:

         o        The Company is responsible for the adequacy and accuracy of
                  the disclosure in its filings;

         o        Staff comments or changes to disclosure in response to Staff
                  comments in the filings reviewed by the Staff do not foreclose
                  the Securities and Exchange Commission from taking any action
                  with respect to the filing; and

         o        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.

                                        Very truly yours,

                                        SCHNEIDER WEINBERGER & BEILLY LLP

                                        By: /s/ James M. Schneider
                                            ----------------------
                                            James M. Schneider

JMS:sjm

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