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CORRESP
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      Seawright Holdings, Inc.

    [SEAWRIGHT
      HOLDINGS, INC. LETTERHEAD]

    December
      [[●]],
      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 December 13, 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 1 in our letter dated October 20, 2005.
                    You have not appropriately allocated the proceeds to all the
                    detachable
                    instruments from the transaction on a relative fair value basis.
                    Since
                    your warrants are detachable, you should factor them in your
                    calculation
                    of the relative fair value of the proceeds received in the transaction.
                    Please provide us with a copy of your revised calculations once
                    you have
                    adjusted for the above amounts. Refer to paragraph 5 of EITF
                    00-27.

    Response

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

        1

    We
      will
      amend our filing reflecting the necessary changes to the consolidated balance
      sheets, consolidated statements of operations, consolidated statements of
      stockholders’ equity and consolidated statements of cash flows. Note E to the
      financial statements will be revised as follows:

    NOTE
      E - PRIVATE PLACEMENT AND CONVERTIBLE PROMISSORY NOTES
      PAYABLE

    The
      Company entered into a Private Placement Memorandum in August 2004 to offer
      up
      to 1,000 units of equity/notes payable instrument. Each unit consists of 2,500
      shares of common stock of the Company, $1,500 of convertible promissory notes
      (“Convertible Notes”), and 300 warrants to purchase 300 shares of the Company’s
      common stock at $0.85 per share. The Convertible Notes accrues interest at
      11%
      per annum, payable and due in September 2009. The note holder has the option
      to
      convert any unpaid note principal and accrued interest to the Company’s common
      stock at a rate of $0.85 per share anytime after six months from the issuance
      date of the note.

    As
      of
      December 31, 2004, the Company received total proceeds of $2,620,116, net of
      placement costs and fees of $331,884, for 984 units subscribed. Pursuant to
      the
      terms of the Private Placement Memorandum, the Company issued to the investors
      Convertible Notes in an aggregate of $1,476,000. The Company is obligated to
      issue 2,460,000 shares of its common stock, valued at $1,563,376, to the
      investors in connection with the private placement. An aggregate of 2,404,978
      shares were issued to the investors at December 31, 2004, and the Company has
      accounted for the remaining 54,998 shares not issued at December 31, 2004 as
      common stock subscription payable in the amount of $34,952 (fractional shares
      of
      24 shares of common stock will not be issued). The 54,998 shares of common
      stock
      were issued to the investors in January 2005. The Company also issued to
      investors an aggregate of 295,200 warrants as of December 31, 2004.

    A
      summary
      of convertible promissory notes payable at December 31, 2004 and 2003 is as
      follows:

              December
                31, 2004

              December
                31, 2003

              Convertible
                notes payable (“Convertible Notes”); 11% per annum; maturity date is in
                September 2009;
note holder has the option to convert unpaid note
                principal and interest the Company’s
common stock at $0.85 per share.

              $

              1,476,000

              $

              --

              Debt
                Discount - note, net of accumulated amortization of $13,888 and $0
                at
                December 31, 2004
and 2003, respectively.

              (260,611

              )

              --

              Debt
                Discount - beneficial conversion feature, net of accumulated amortization
                of $14,628 and
$0 at December 31, 2004 and 2003,
                respectively.

              (274,513

              )

              --

              Debt
                Discount - value attributable to warrants attached to notes, net
                of
                accumulated
amortization of $2,487 and $0 at December 31, 2004 and
                2003, respectively.

              (46,667

              )

              --

              Total

              $

              894,208

              $

              --

              Less:
                current portion

              -

              --

              $

              894,208

              $

              --

    In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”),
      the
      Company allocated, on a relative fair basis, the net proceeds amongst the common
      stock, convertible notes and warrants issued to the investors. The Company
      recognized a discount to the note in the amount of $274,499 during the year
      ended December 31, 2004. The note discount is being amortized over the maturity
      period of the note (five years). The Company recognized an imbedded beneficial
      conversion feature present in the Convertible Notes and allocated a portion
      of
      the proceeds equal to the intrinsic value of that feature to additional paid-in
      capital. As of December 31, 2004, the Company recognized and measured an
      aggregate of $289,142 of the proceeds, which is equal to the intrinsic value
      of
      the imbedded beneficial conversion feature, to additional paid-in capital and
      a
      discount against the Convertible Note. The debt discount attributed to the
      beneficial conversion feature is amortized over the Convertible Note’s maturity
      period (five years) as interest expense.

        2

    In
      connection with the placement of the Convertible Notes, the Company issued
      detachable warrants granting the holders the right to acquire 285,200 shares
      of
      the Company’s common stock at $0.85 per share as of December 31, 2004. The
      warrants expire five years from the issuance. In accordance with Emerging
      Issues Task Force Issue 00-27, Application of Issue No. 98-5 to Certain
      Convertible Instruments (“EITF - 0027”),
      the
      Company recognized the value attributable to the warrants in the amount of
      $49,154 to additional paid-in capital and a discount against the Convertible
      Notes during the year ended December 31, 2004. The Company valued the warrants
      in accordance with EITF 00-27 using the Black-Scholes pricing model and the
      following assumptions: contractual terms of 5 years, an average risk free
      interest rate of 3.38%, a dividend yield of 0%, and volatility of 296%. The
      debt
      discount attributed to the value of the warrants issued is amortized over the
      Convertible Note's maturity period (five years) as interest expense.

    The
      Company amortized the Convertible Notes debt discount attributed to the note,
      the beneficial conversion feature and the value of the attached warrants and
      recorded non-cash interest expense of $31,003 and $0 for the years ended
      December 31, 2004 and 2003, respectively.

    The
      Company recognized expense of $175,899 due to placement costs attributable
      to
      the equity portion of the private placement. Deferred placement costs of
      $155,985 attributable to the debt portion of the private placement are being
      amortized over the life of the debt instrument being 5 years. The Company
      amortized $12,999 and $0 for the years ended December 31, 2004 and 2003,
      respectively, in relation to the deferred placement costs.

    Note
      I. Related Party Transactions, page F-25

            2.

              We
                read your response to comment 3 in our letter dated October 20, 2005.
                We continue to object to your accounting for the overpayment to your
                President and subsequent recovery of funds. Since you characterize
                the
                transaction with your President, who is both a related party and
                shareholder, as a transfer of funds with no requirement for repayment
                we
                do not understand why an expense is necessary at the balance sheet
                date.
                We view the overpayment in this instance to be a nonreciprocal transfer
                to
                a shareholder similar to a return of capital. Accordingly, you should
                reflect the overpayment as a direct reduction of additional paid
                in
                capital. Conversely, the subsequent cash payments received from your
                President/shareholder in the absence of an agreement or obligation
                to make
                such contributions should be characterized as a capital contribution,
                not
                as other income. In any case, the expense and subsequent income recognized
                in connection with these transactions with your President do not
                appear to
                have a basis in GAAP. Please amend your filings
                accordingly.

    Response

    We
      will amend our filing by removing the excess payment to the Company’s President
      from expense and rather record it as suggested, as a nonreciprocal transfer
      to a
      shareholder for the year ended December 31, 2004. We will then record the
      subsequent cash payments received by the President as a contribution of capital.

    We
      will
      revise the consolidated balance sheets, consolidated statements of operations,
      consolidated statements of stockholders’ equity and consolidated statements of
      cash flows accordingly and propose to revise Note I to the financial statements
      as follows:

    NOTE
      I - RELATED PARTY TRANSACTIONS

    The
      Company’s President has advanced funds to the Company for working capital
      purposes. The Company has paid in full the amount due to the Company’s President
      during the year ended December 31, 2004. Additionally, the total payment the
      Company remitted exceeded the total balance due to the Company’s President in
      the amount of $144,006 during the year ended December 31, 2004. The Company
      has
      accounted for the excess payment of $144,006 to the Company’s President as a
      nonreciprocal transfer to a shareholder for the year ended December 31, 2004
      and
      accordingly has reflected the overpayment as a direct reduction of additional
      paid in capital.

    Note
      K. Per Share, page F-25

            3.

              We
                read your response to comment 4 in our letter dated October 20, 2005.
                It appears that you have interpreted our request that you
                disclose
                potentially dilutive securities as a request for you to include
                anti-dilutive securities in the calculation of diluted EPS. In light
                of
                the significance of potentially dilutive securities to your ability
                to
                increase EPS in future periods, we believe that disclosure of the
                total
                potentially dilutive securities excluded from the calculation of
                EPS
                should be provided. Please revise your filings to disclose the nature
                and
                amount of potentially dilutive securities which were not included
                in the
                calculation of diluted EPS because to do so would have been anti-dilutive
                for the periods presented. Refer to paragraph 40 of SFAS
                128.

        3

    Response

    We
      propose to amend our filings and to revise Note K to the financial statements
      as
      follows for the year ended December 31, 2004 (with like disclosure for the
      year
      ended December 31, 2003):

    NOTE
      K -
      EARNINGS PER SHARE

              For
                the Year Ended 2004

              Income
(Numerator)

              Shares
(Denominator)

              Per-Share
Amount

              Loss

              ($454,171)

              Less:
                Preferred stock dividends

              (25,000)

              Basic
                EPS

              Loss
                to common stockholders

              ($479,171)

              6,358,205

              ($0.08)

              Diluted
                EPS

              Loss
                to common stockholders + assumed conversions

              ($479,171)

              6,358,205

              ($0.08)

    Options
      to purchase 1,500,000 shares of common stock at $1.25 per share and 677,500
      shares of common stock at $0.56 per share were outstanding during 2004 but
      were
      not included in the computation of diluted earnings per share due to their
      anti-dilutive effect on earnings per share. The options to purchase 1,500,000
      shares of common stock were still outstanding at the end of year
      2004.

    Warrants
      to purchase 889,200 shares of common stock at $0.85 per share were outstanding
      at the end of year 2004 and were not included in the computation of diluted
      earnings per share due to their anti-dilutive effect on earnings per
      share.

    Convertible
      notes with the option to purchase 1,736,471 shares of common stock at $0.85
      per
      share were outstanding at the end of year 2004 and were not included in the
      computation of diluted earnings per share due to their anti-dilutive effect
      on
      earnings per share.

    *
      * * *
      *

    Se