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                                     [LOGO]
                            HYBRID FUEL SYSTEMS, INC
                           Vehicle Conversion Systems
                      Fuel Station Istallation and Service
                             Research & Development
                             Training Certification

                               September 27, 2005

Mr. Joseph A. Foti
Mr. Jeffrey Sears
US Securities and Exchange Commission
Washington, DC 20549

re:      Hybrid Fuel Systems, Inc., (the "Company")
         Amendment No. 4 to Registration Statement on Form SB-2
         Filed on 9/8/2005
         Form 10-KSB for the period ended December 31, 2004
         Form  10-QSB for the period ended March 31, 2005
         Form 10-QSB for the period ended June 30, 2005

Dear Mr. Sears:

We have amended the subject document in light of your correspondence dated
September 22, 2005 and highlight the changes we've made.

Form SB-2/A filed September 8, 2005

Prospectus Summary

General

Summary Historical Financial Data, page 1

1.    Please revise the 2003 "Total Liabilities" balance in your summary of
      historical financial data to include the redeemable securities balance at
      December 31, 2003 or revise your table to provide a separate line item
      which reflects the redeemable securities at December 31, 2003.

      Response:

      We have amended the summary historical financial data table found on page
      1 of the Prospectus Summary adjusting the Total Liabilities for the year
      ended 2003 to $1,986,199 as follows:

                   12409 Telecom Drive, Tampa, Florida 33637
                       (813)-979-9222/(fax)(813)-979-9224
<PAGE>

1.    Summary Historical Financial Data

                               2004            2003            2002
                           ------------    ------------    ------------
Statement of Operations
  Revenue                $    138,724    $    231,269    $    123,702
  Net Loss               $ (2,972,473)   $   (548,821)   $   (741,575)
  Net Loss Per Share     $      (0.12)   $      (0.05)   $      (0.06)
Weighted Average Basic     23,857,093     12,054,742      11,741,317
and Diluted Shares

Balance Sheet
  Cash and equivalents   $      2,025    $          6    $        147
  Total Assets           $     82,005    $     44,515    $     57,898
  Total Liabilities      $    753,258    $  1,986,199    $  1,605,761
  Shareholders' Equity   $   (671,253)   $ (1,941,684)   $ (1,547,863)

Management's Discussion and Analysis of Plan of Operation

Liquidity and Capital Resources, page 10

2.    We note that you provide minimal discussion of your company's liquidity or
      capital resources. We believe that the disclosures of your company's
      liquidity and capital resources should be expanded significantly as your
      company (1) will be required to pay an additional $200,000 of cash toward
      the acquisition of DRV, (2) has not met the revised payment terms of your
      note payable to the Peachtree National bank, (3) has not paid a
      significant portion of the purchase price toward the acquisition of the
      new Taylor dynometer, and it appears that your company is still subject to
      payments of $200,000 toward finalizing your new debt facility and $250,000
      for the one-time fee payable to your licensor. Please provide expanded
      disclosures regarding your company's liquidity which includes a detailed
      discussion of your company's capital resources and your company's ability
      to meet its cash requirements.

      Response:

      We have amended the Liquidity and Capital Resources, page 10 of the
      Prospectus as marked below:

      Liquidity and Capital Resources

      Previously, we have met our cash needs through the sale of our common
      stock, loans and contributions from our principals. We recently concluded
      a $1,200,000 in financing and we have received the first $600,000, minus
      expenses. We are also beginning to sell our Fuel2 system in quantities
      which are meaningful such as a 25 system order for a United Kingdom based
      client and a 50 Fuel2 system to a Florida based client. We are scheduled
      to receive the second increment of $600,000 upon the effectiveness of our
      SB-2 registration statement. Further, our Chairman and our Chief Executive
      Officer and White Knight SST, Inc. have previously provided our financing
      in exchange for our common stock.

      Extraordinary items which will impact our cash include a one-time fee
      payable to our Licensor in the amount of $250,000, an estimated $100,000
      toward finalizing our new facility in PeachTree City, an estimated
      $150,000 for equipment purchasing as well as an approximately $80,000 debt
      in default with PeachTree bank. Further, there is a contingency payment
      remaining for our acquisition of DRV Energy in an amount of $200,000.

      Based on the cash we receive from the financing, minus the extraordinary
      commitments cited above, taken together with income from the sales of our
      Fuel2 system, we believe we can meet all our obligations for the
      foreseeable future. Although we have no written agreement in place, any
      short falls we encounter in our cash will be provided by our principals.
      For example, we are required to make a $101,000 payment towards the
      build-out of our facility in PeachTree City no later than Monday,
      September 26, 2005. Our principals have made these funds available to
      ensure we do not miss this payment deadline. In the event that our
      principals are not able to provide such financing as needed, we will have
      to seek additional financing. There can be no assurance that financing
      will be available in amounts or on terms acceptable to us, if at all. The
      inability to obtain additional capital will restrict our ability to grow
      and may reduce our ability to continue to conduct business operations. If
      we are unable to obtain additional financing, we will likely be required
      to curtail our marketing and development plans and possibly cease our
      operations. Any additional equity financing may involve substantial
      dilution to our then existing shareholders.

      We believe that additional sales of our Fuel2 system will allow us to
      continue meeting our obligations for the foreseeable future.

                   12409 Telecom Drive, Tampa, Florida 33637
                       (813)-979-9222/(fax)(813)-979-9224

<PAGE>

Part 1 - Financial Information

Financial Statements for the period ended June 30, 2005

Notes to Unaudited Financial Statements

3.    We note from the MD&A section and the Form 8-K filed on August 12, 2005
      that your company acquired DRV Energy, Inc. in August of 2005. Please
      disclose the details of this transaction in a "subsequent events" footnote
      to your June 30, 2005 financial statements. Your amended disclosures
      should provide information including, but not limited to:

      o     The name and a brief description of the acquired entity.
      o     The primary reasons for the acquisition, including a description of
            the factors that contributed to a purchase price which results in
            recognition of goodwill, if any will be recognized.
      o     The total cost of the acquired entity, including: (1) cash to be
            provided in conjunction with the acquisition, (2) the number of
            common shares issued or to be issued in conjunction with the
            acquisition, (3) the value assigned to the common shares issued or
            to be issued as a part of the acquisition, and (4) the basis for
            determining the value assigned to the common shares issued or to be
            issued.
      o     A condensed balance sheet disclosing the amounts assigned to each
            major asset and liability caption of the acquired entity at the
            acquisition date, to the extent that such amounts have been
            determined.

     Response:

     We have amended the Notes to the Unaudited Financial Statements relating to
     the period ended June 30, 2005 as contained in the SB-2/A and 10-QSB for
     the period ended June 30, 2005 by including the following discussion:

      Acquisition of DRV Energy

     On August 11, 2005 (the "Closing Date"), we completed the closing of a
     Share Exchange Agreement (the "Agreement") with DRV Energy, Inc., an
     Oklahoma corporation ("DRV") and the sole shareholder of DRV, Sheri
     Vanhooser (the "DRV Shareholder") that was entered into on June 29, 2005.
     The purchase price for DRV Energy was $4,000,000 which was based on
     achieving certain revenue levels for 2005. 10% of the purchase price was to
     be paid in cash with 50% paid at closing and 50% payable January 1, 2006
     contingent to achieving certain revenue levels. The value of $0.31 was
     given to our shares for the purposes of this agreement as representing 100%
     of the closing bid price of our stock on June 29, 2005. Pursuant to the
     Agreement, we acquired all of the outstanding equity stock of DRV from the
     DRV Shareholder.

     DRV Energy, Inc., an Oklahoma corporation ("DRV") was formed November 30,
     1994 to engage in the alternative fuels industry through the sales and
     services of vehicle conversion system. DRV is a small volume manufacturer
     of EPA Certified bi-fuel and dedicated natural gas and propane turnkey
     conversion systems. DRV Energy also has a full service alternative fuels
     center with slow/fast fill stations as well as compressor installation and
     maintenance capabilities.

                   12409 Telecom Drive, Tampa, Florida 33637
                       (813)-979-9222/(fax)(813)-979-9224

<PAGE>

     The overriding factor in our decision to acquire DRV Energy was the
     market-ready state of their menu of EPA-Certified conversion systems. Since
     inception, we have devoted our development to a heavy-duty diesel to
     natural gas conversion system. While we are proceeding with required EPA
     verifications, until that project is completed, we are unable to market our
     systems domestically. DRV on the other hand, is actively in the market
     place selling EPA certified systems. The conversion of the 71 Dallas County
     School System buses is an example of how combining DRV with us allows us to
     begin focusing on marketing and sales in conjunction with our development.

Financial Statements for the year ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page 1

4.    SAS 1AU 420.12 requires a correction of an error to be recognized in the
      auditor's report through the addition of an explanatory paragraph. As
      such, please provide an auditor's report that includes an explanatory
      paragraph which states the nature of the errors contained in your
      company's previously filed financial statements and which cross-references
      to the footnote to the financial statements which disclose the details of
      the restatement.

      Response:

      Our Independent Registered Public Accounting Firm has amended their audit
      report contained in the Company's Form 10-KSB for the year ended December
      2004 and the SB-2/A as indicated below:

      We have audited the accompanying balance sheets of Hybrid Fuel Systems,
      Inc. as of December 31, 2004 and 2003 and the related statements of
      operations, changes in shareholders' equity, and cash flows for the years
      then ended. These financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public
      Company Accounting Oversight Board (United States). Those standards
      require that we plan and perform the audit to obtain reasonable assurance
      about whether the consolidated financial statements are free of material
      misstatement. An audit includes examining, on a test basis, evidence
      supporting the amounts and disclosures in the financial statements. An
      audit also includes assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the
      overall consolidated financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.

      The Company is not required to have, nor were we engaged to perform, an
      audit of its internal control over financial reporting. Our audit included
      consideration of internal control over financial reporting as a basis for
      designing audit procedures that are appropriate in the circumstances, but
      not for the purpose of expressing an opinion on the effectiveness of the
      Company's internal control over financial reporting. Accordingly, we
      express no such opinion.

      The financial statements referred to above have been restated for the
      correction of an error. The statements did not originally include an
      amortization of embedded discount for a conversion feature of convertible
      debt which has been reflected in the restated financial statements. See
      footnote 2.

      In our opinion, the financial statements referred to above present fairly,
      in all material respects, the financial position of Hybrid Fuel Systems,
      Inc. and as of December 31, 2004 and 2003 and the results of operations
      and cash flows for the years ended December 31, 2004 and 2003, in
      conformity with accounting principles generally accepted in the United
      States of America.

                   12409 Telecom Drive, Tampa, Florida 33637
                       (813)-979-9222/(fax)(813)-979-9224

<PAGE>

5.    In addition, as your subsequent events footnote is now Note 12 to your
      financial statements, please provide a report from your independent
      auditor that is dual dated for the appropriate footnote.

      Response:

      Our Independent Registered Public Accounting Firm has amended their audit
      report contained in the Company's Form 10-KSB for the year ended December
      2004 and the SB-2/A relating to the date of the audit report as indicated
      below:

      March 24, 2005 and April 1, 2005 as to Notes 1, & 12 and September 2, 2005
      as to Note 3

Notes to Financial Statements

Note 12 Subsequent Event Unaudited, page 16

6.    We have reviewed your response to our prior comment number 5, and we note
      that you have labeled your entire subsequent event footnote as
      "unaudited." The intent of our prior comment was to ensure that the
      disclosures relating to the material stock issuances and conversions that
      previously appeared to have occurred after March 31, 2005 were identified
      as unaudited, as these events also appeared to have occurred after the
      date of the independent auditor's report, but before the re-issuance of
      such report in the amendment to your registration statement on Form
      SB-2/A. We note that your disclosures relating to these events have been
      removed from the subsequent events footnote in your latest amendment to
      your registration statement on Form SB-2/A. Your subsequent events
      footnote, in its entity, should not be labeled as unaudited, as reliance
      was placed on the secured convertible promissory note agreement disclosed
      in the --- footnote when determining that the substantial doubt about your
      company's ability to continue as a going concern had been alleviated prior
      to the issuance of your financial statements. Please do not label the
      disclosures that are currentl