SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>treasuremtn8kltr2.txt
<DESCRIPTION>TREASURE MTN ITEM 4 8K FILED 11/12/04 COMMENT LTR THOMPSON
<TEXT>

November 15, 2004

Mr. Vincent De Caprio
President and Chief Executive Officer
Treasure Mountain Holdings, Inc.
13-01 Pollitt Drive
Fair Lawn, NJ 07410

RE:  	Forms 8-K Item 4 filed October 5, 2004, November 5, 2004,
and November 12, 2004
	File # 000-32741

Dear Mr. De Caprio:

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. Please refer to your correspondence dated November 9, 2004, in
which you agreed to file an amended Item 4 Form 8-K to provide all
disclosures required by Item 304 of Regulation S-B once your new
accountants had been appointed and your former accountants had been
dismissed. We note your Item 4 Forms 8-K filed on November 12, 2004,
November 5, 2004, and October 5, 2004, and have the following
comments:
* It does not appear that you have disclosed whether Madsen &
Associates resigned, declined to stand for re-election, or was
dismissed, and the date such event took place.  Refer to Item
304(a)(1)(i) of Regulation S-B.  Please advise or revise.
* We note your previous disclosures indicating that there were no
disagreements with Madsen & Associates during 2004.  This
representation should be extended to include the year ended December
31, 2003 and should be updated through the date of resignation,
declination, or dismissal.  Refer to Item 304(a)(1)(iv)(A) of
Regulation S-B.  Please advise or revise.
* It does not appear that you have provided the disclosures required
by Item 304(a)(2) of Regulation S-B concerning consultations with
Ernst & Young prior to their engagement.  In this regard, given Ernst
& Young`s involvement in the merger with Vyteris, we would assume that
some disclosure would be appropriate.  Please advise or revise.

2. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
your former accountant stating whether the accountant agrees with the
statements made in your amended Form 8-K.  File the amendment under
cover of Form 8-KA and include the ITEM 4 designation.  File the
updated letter from the former accountant as an Exhibit 16.

*****

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.  You
may wish to provide us with marked copies of each amended filing to
expedite our review.  Direct any questions regarding the above to the
undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant

Cc: 	Mark Dorfman
	Lowenstein Sandler PC
	65 Livingston Avenue
	Roseland, New Jersey 07068
Mr. De Caprio
November 15, 2004
Page 2

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

       DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>