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CORRESP
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      Seawright Holdings Inc corresp

    [SEAWRIGHT
      HOLDINGS, INC. LETTERHEAD]

    November
      16, 2005

    George
      F.
      Ohsiek, Jr.

    Branch
      Chief

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Seawright
                Holdings, Inc.

              Form
                10-KSB for Fiscal Year Ended December 31, 2004 (filed April
                15, 2005);

              Forms
                10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30, 2005
                (filed
                May 23, 2005 and August 22, 2005,
                respectively);

              File
                No. 333-56848

    Dear
      Mr.
      Ohsiek:

    This
      letter sets forth the response of Seawright Holdings, Inc. (“Seawright”)
      to the
      additional comments contained in a letter from you dated October 20, 2005 (the
      “Comment
      Letter”),
      regarding Seawright’s Form 10-KSB for fiscal year ended December 31, 2004 filed
      on April 15, 2005, Form 10-QSB for fiscal quarter ended March 31, 2005 filed
      on
      May 23, 2005, and Form 10-QSB for fiscal quarter ended June 30, 2005 filed
      on
      August 22, 2005.

    Set
      forth
      below are Seawright’s point-by-point responses to the Comment Letter.

    Form
      10-KSB for Fiscal Year Ended December 31, 2004

    Notes
      to Financial Statements

    Note
      E. Private Placement and Convertible Promissory Notes Payable, page
      F-19

            1.

              We
                read your response to comment 2 in our letter dated September 13,
                2005. It
                does not appear that you appropriately allocated the proceeds to
                the
                convertible promissory notes with non-detachable warrants. You should
                not
                apply the relative fair value notion to the warrants since the warrants
                cannot be separated from the convertible debt. Refer to paragraphs
                12 and
                16 of APB 14 and paragraph 5 of EITF 00-27 for guidance. Additionally,
                it
                does not appear that you considered the fair value of 2,500 shares
                per
                unit issued with the debt in your relative fair value allocation.
                It
                appears that the fair value of the common shares issued for purposes
                of
                allocating the proceeds on a relative fair value basis should be
                approximately $2,400,000. Refer to footnote 4 of EITF 98-5. Please
                revise
                or advise.

    Response

    Seawright’s
      previous response that the warrants sold with the units were non-detachable
      was
      mistaken. The warrants are detachable (a copy of a warrant has been provided
      with this letter as Exhibit
      A).

    Seawright
      has prepared and enclosed a revised analysis attached hereto as Exhibit
      B
      for the
      debt discount calculation in accordance with APB No 14, EITF 98-5 and EITF
      00-27. Net proceeds have been allocated on relative fair value basis, among
      the
      common stock, convertible notes and warrants issued to the
      investors.

    In
      order
      to calculate the relative fair values, Seawright is required to use the fair
      value of Seawright’s stock.

    Seawright’s
      shares trade infrequently and during the period the private placement memorandum
      was in effect (August 2004 to December 2004), an aggregate of 17,000 Seawright
      shares were traded. All of the trades occurred over seven days in the months
      of
      August, September and October. In November and December 2004, Seawright’s shares
      had no trading activity.

    In
      periods in August, September and October, Seawright utilized closing bid prices
      as provided by the OTC Bulletin Board1
      to
      determine fair value2 .
      In
      November and December, during which there was no trading activity, Seawright
      used a price of $0.90 per share3 .

    As
      a
      result of the above facts, Seawright’s revised aggregate debt discount is
      $637,286, as compared to a reported $608,224, which is an increase of $29,062,
      or 4.5%. Additional Paid in capital is $2,851,954, as compared to a reported
      $2,822,892, which is an increase of less than 1%.

    Interest
      expense for 2004 of $32,242, remains unchanged.

    Due
      to
      the immaterial amounts involved, we respectfully request any adjustment to
      the
      reported debt discount of $608,224 be waived.

            2.

              Please
                file a copy of your Private Placement Memorandum as an exhibit as
                required
                by Item 601(10)(ii)(B). Please ensure the memorandum includes the
                material
                terms of your convertible debt and equity
                agreements.

    Response

    The
      Private Placement Memorandum will be filed as an exhibit to Seawright's
      10-QSB for fiscal quarter ended September 30, 2005.

                  1

                  OTC
                    BB Inside Quote Reports dated August 16, 2004, September 28,
                    2004 and
                    October 20, 2004, appended hereto as Exhibit
                    C.

                  2

                  FASB
                    Action Alert No. 04-48 dated December 9, 2004, paragraph
                    4.

                  3

                  Prices
                    per YAHOO online information
                    service.

    Note
      I. Related Party Transactions, page F-25

            3.

              We
                read your response to comment 4 in our letter dated September 13,
                2005. We
                continue to object to your accounting for the overpayment to your
                President. While we acknowledge that no formal documentation of a
                note
                receivable exists, the substance of the transaction with your President
                appears to support recognition of an asset. Due to the lack of a
                formal
                note agreement, the overpayment could be labeled an advance to
                shareholder, or other appropriate description. Since your President
                indicated intent to repay the overpayment, you should reflect an
                asset at
                the end of the period, for which you would be required to evaluate
                recoverability. Since your President indicated his intent was to
                remit the
                overpayment to you, it does not appear necessary to recognize a charge
                to
                earnings as of December 31, 2004. Please revise your Form 10-KSB
                and
                subsequent Forms 10-QSB
                accordingly.

    Response

    Seawright
      agrees to account for the $144,006 disbursed to Seawright’s President during
      2004 as an informal advance as of December 31, 2004. As of the date of the
      financial statements, the advance had not been repaid in part or in whole.
      Subsequent to the date of the financial statements and the date of the auditor’s
      report, the President began making periodic payments towards the advance, which
      were accounted for as other income. As of the date of this response, a majority
      of the advance has been repaid. While it is the intent of Seawright’s President
      to pay back the advance, there is no evidential matter to support the repayment,
      nor a requirement to repay the amount due.

    Accordingly,
      based upon the facts and circumstances known at the time Seawright’s financial
      statements were prepared and the audit report issued, Seawright does not believe
      the advance was a realizable asset as defined by generally accepted accounting
      principles4
      at
      December 31, 2004 and has provided a valuation reserve against the full amount
      of the advance, because in the opinion of management, it is more likely than
      not
      that the advance will be repaid.

    We
      propose to revise Note I to the financial statements as follows:

    NOTE
      I -
      RELATED PARTY TRANSACTIONS

    As
      of
      December 31, 2003, the Company had notes payable to the Company's President
      and
      an entity controlled by the Company's President in the amount of $65,000 and
      $50,000, respectively. During the year ended December 31, 2004, the Company
      has
      paid in full the notes payable to the Company's President and notes payable
      to
      the entity controlled by the Company's President (Note D).

    The
      Company's President has advanced funds to the Company for working capital
      purposes. The net amount of advances due to the Company's President at December
      31, 2003 was $121,937. The Company has paid in full the amount due to the
      Company's President during the year ended December 31, 2004. Additionally,
      total
      payment the Company remitted exceeded total balance due to the Company's
      President in the amount of $144,006.
      The
      Company has accounted for the excess payment of $144,006
      to the
      Company's President as an advance. As of the date of the financial statements,
      the Company’s
      management has determined that the collectibility and length of time to collect
      the amount due from its President cannot be reasonably assured. Accordingly,
      the
      Company has established a reserve of $144,006 and will recognize subsequent
      repayments, if any, as other income, in the period collected.

    During
      the year ended December 31, 2003, one of the Company's former officers legally
      released the Company's obligation for all unpaid salaries (see Note J). Included
      in accounts payable and accrued liabilities at December 31, 2003 are $90,000
      of
      unpaid salaries for the Company's President. During the year ended December
      31,
      2004, the Company has paid in full the accrued salaries.

                    4

                    Financial
                      Concept No 6, paragraph 25.

    Note
      K. Per Share, page F-25

            4.

              We
                read your response to comment 5 in our letter dated September 13,
                2005. We
                do not understand how you determined that there were only 76,650
                shares of
                potentially dilutive securities for 2003, especially since your weighted
                average shares outstanding figure for 2003 excludes 2,337,500 stock
                options (see Note H). Please note that disclosure of potentially
                dilutive
                securities is required for all periods presented, not just for periods
                when earnings are generated. Based on disclosure in Notes E and H,
                there
                are significant amounts of stock options, warrants and shares issuable
                upon conversion of convertible notes. Given your common shares issued
                and
                outstanding of approximately 8,600,000 as of December 31, 2004, it
                appears
                that potentially dilutive securities are material to an understanding
                of
                your per share disclosures. Please amend your filing accordingly
                and
                ensure that you include appropriate disclosure of potentially dilutive
                securities in your quarterly
                filings.

    Response

    We
      have
      attached hereto as Exhibit
      D
      a copy
      of our calculation to show a recalculated dilutive earnings per share for the
      years 2003 and 2004.

    During
      2003, convertible preferred stock accounted for an additional 27,726 shares
      of
      potentially dilutive securities. This amount is considered to be immaterial
      in
      the dilutive earnings per share calculation. The 2,337,500 shares of options
      to
      purchase common stock outstanding at year end 2003 were actually antidilutive
      as
      the exercise price was greater than the average market price of common shares
      and, therefore, were not included in the computation of diluted earnings per
      share.

    During
      2004, as Seawright was in a net loss situation, the warrants, convertible
      preferred stock, stock options and the convertible debt would have created
      an
      antidilutive effect on earnings per share and were not included in the
      computation of diluted earnings per share as required by paragraph 13 of
FASB
      128 (as amended) Earnings Per Share.

    In
      review
      of the current footnote disclosure for 2004, we believe the weighted average
      common shares outstanding are understated; however, as Seawright was in a net
      loss situation, the earnings per share calculation currently provided discloses
      a more conservative earnings per share amount (a $0.09 loss per share compared
      to a recalculated $0.08 loss per share).

    Due
      to
      the immaterial amounts involved, we respectfully request any adjustment to
      the
      reported earnings per share footnote be waived.

    Form
      10-QSB for Fiscal Quarter Ended June 30, 2005

    Condensed
      Consolidated Statements of Cash Flows, page 7

            5.

              We
                read your response to comment 6 in our letter dated September 13,
                2005.
                The misclassification of cash flows from trading securities is material
                to
                your presentation of cash flows for the six months ended June 30,
                2005. We
                object to your proposal to correct this error in future filings.
                Please
                amend your Form 10-QSB
                accordingly.

    Response

    We
      propose to revise the Condensed Consolidated Statements of Cash
      Flows as
      follows:

                SEAWRIGHT
                  HOLDINGS, INC.

                CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                (Unaudited)

                    For
                      the six months ended June 30,

                    2005

                    2004

                    INCREASE
                      (DECREASE) IN CASH AND EQUIVALENTS:

                    NET
                      CASH USED IN OPERATING ACTIVITIES

                    $

                    354,763

                    $

                    (144,323

                    )

                    NET
                      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

                    (256,847

                    )

                    (100,583

                    )

                    NET
                      CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

                    (287,013

                    )

                    245,317

                    NET
                      (DECREASE) INCREASE IN CASH AND EQUIVALENTS

                    (189,097

                    )

                    411

                    Cash
                      and cash equivalents at the beginning of the period

                    190,419

                    -

                    Cash
                      and cash equivalents at the end of the period

                    $

                    1,322

                    $

                    411

                    Supplemental
                      Disclosures of