SecProbe.io

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Mail Stop 0308 							March 10, 2005

VIA U.S. MAIL AND FACSIMILE

Christopher J. Reed
President, CEO, CFO, and Chairman
Reed`s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re:	Reed`s, Inc.
      Registration Statement on Form SB-2
      File No. 333-120451
      Amended February 23, 2005

Dear Mr. Reed:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
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 numbers
listed
at the end of this letter.

Form SB-2
1. We reissue our prior comment 1.  Your response states that Mr.
Sharma is not an underwriter because Section 2(a)(11) expressly
excludes from the definition of an underwriter "a person whose
interest is limited to a commission from an underwriter or dealer
not
in excess of the usual and customary distributor`s or selling
commission."  Please tell us in reasonable detail the precise
nature
of services that Mr. Sharma will perform in relation to this
offering, and tell us how his function and commission are
consistent
with Rule 141 of the Securities Act.

Prospectus Back Cover Page
2. We note your response to our prior comment 7.  We do not find
the
requisite language on dealer prospectus delivery obligations.  We
reissue the comment.

Prospectus Summary, page 1
3. We note your response to our prior comment 9.  Please provide
disclosure as requested under the first bullet point of our prior
comment.

Dilution, page 11
4. You state that the commitment date for the issuance of the
Series
A Convertible Preferred Stock was June 30, 2004.  Please
supplementally explain how you determined that June 30, 2004 was
the
commitment date as that term is defined in paragraph 1, footnote 1
of
EITF 98-5.  Please be sure to explain the large disincentives for
nonperformance that existed in the agreement as of June 30, 2004
such
that the investors` purchase of the preferred shares was probable
as
of June 30, 2004.   Absent "sufficiently large disincentives for
nonperformance" as of June 30, 2004, it appears that the
commitment
date for purposes of applying the guidance in EITF 98-5 would be
the
date that the preferred shares were sold to investors in October
2004.  Please advise.  We may have further comments after
reviewing
your response.

Management`s Discussion and Analysis

Overview, page 13
5. We note your response to our prior comment 9.  Please state the
percentage of your total sales revenue that you derive from your
products being sold at natural and specialty food stores, at
retail
stores serviced by your vehicles, and also at large retailers and
mainstream beverage distributors.

Results of Operations, page 17
6. Your revised disclosure indicates that increases in sales are
attributable to increases in new and existing product sales, but
you
do not discuss the specific products contributing to the sales
changes.  For changes in existing product sales, identify the
specific products driving the change in sales and explain why
sales
increased.   For example, if the increase in sales of existing
products is the result of sales to a new customer, state so.
Please
also break down the change in sales by reference to percentage
changes in average selling price and unit volumes, or other
metrics
used by management.  To the extent that introductions of new
products
were supported by one-time advertising or promotional campaigns or
discounted pricing to attract customers, please explain the nature
of
the special promotions and whether you anticipate that sales of
new
products at current levels are sustainable absent such promotions
or
discounts.  Please revise your filing accordingly.
7. In our prior comment 23, we requested that where you describe
two
or more business reasons that contributed to a material change in
a
financial statement line item between periods that you quantify
the
extent to which each change contributed to the overall change in
that
line item, if practical.  You provide a list of the primary
factors
leading to the decrease in gross margin through the first six
months
of 2004 totaling 0.4%.  However, gross margin decreased by 3.0%.
Please revise your filing to address the most significant factors
impacting the decrease in your gross margin.

Liquidity and Capital Resources, page 19
8. You identify increases in receivables and inventory, offset by
an
increase in accounts payable as the primary drivers of the use of
operating cash flow.   In our prior comment 23, we requested that
you
expand your discussion to address the specific business reasons
why
inventory and accounts payable fluctuated.  In this regard it
would
be helpful to disclose your inventory turnover, day`s payables
outstanding, or other metrics used by management to evaluate
working
capital.  Such disclosure should be accompanied by an explanation
and
analysis of any material trends indicated by the data.  Also,
please
supplementally provide us with your day`s sales outstanding for
each
period presented so that we may better understand your assertion
that
changes in receivables were directly attributable to an increase
in
June sales.  Please expand your disclosure accordingly.

Business

Manufacture of Our Products, page 26
9. We note your response to our prior comment 32.  Please identify
the co-pack facility in Germany as it is the only supplier of your
Virgil`s Root Beer swing-lid bottles.

Plan of Distribution, page 40
10. We note your response to our prior comment 41.  Please state
when
you expect Reed`s, Inc. to be quoted on the OTC Bulletin Board.
11. We note your response to our prior comment 44.  Please
disclose
in this section the information discussed in your response letter
on
how you have determined the anticipated offering price.

Lock-In of Promotional Shares, page 42
12. We note your response to our prior comment 50.  Please include
in
the table at the bottom of page 42 the number of shares and
options
related to Mr. Sharma and Mr. Grace, and the aggregate number of
shares and options underlying the lock-up agreement.
13. We note your response to our prior comment 51.  Please
identify
the agent in charge of the common stock and options subject to the
escrow.  In addition explain the legal basis of your statement
that
even though you did not withdraw your previous registration
statement
in the various states, "there is an argument that these agreements
terminated and are not currently effective."

Financial Statements

General

14. In response to several of our prior comments you have
indicated
that you intend to revise your financial statements and/or notes,
but
you have not provided the proposed revisions for our review.
Please
understand that we may have further comments upon reviewing the
revisions included in your next amendment.

Note 1M, Advertising Costs, F-10

15. In response to our prior comment 63 you state that the company
does not engage in promotional allowance activity.  You further
explained in your response to our prior comment number 64 that
when
you decide to promote a product you do so with direct advertising
and
expense those costs and when you provide incentives to
distributors
and retailers you do so by reducing the sales price of the
products
sold.  However, on page 15 you state that you support your
customers
with promotional allowances, a portion of which is utilized for
marketing and indirect advertising by them.  You also make
reference
to promotional allowances payable to customers being based on the
levels of sales to such customers and that you estimate promotion
requirements or expected use of the related allowances and that
such
allowances are subject to adjustments.  Please reconcile the
disclosures on page 15 with your responses to our prior comments
63
and 64.  Note that if you do engage in promotional allowance
activity
please revise and supplementally respond to our prior comments 63
and
64.

Note 4. Intangible Assets, F-12

16. In our prior comment 65, we requested an explanation of the
nature of capitalized package design costs and requested reference
to
authoritative guidance to support the capitalization of the costs.
In your response you stated that the design costs relate to costs
incurred in creating the packing and labeling of your products.
You
did not provide a reference to authoritative guidance to support
your
capitalization.  Please note that research and development costs
should be expensed as incurred.  Research and development costs
include design.  Refer to SFAS 2.  Please revise or supplementally
advise, with reference to authoritative guidance, why
capitalization
of packaging design costs is appropriate.

Note 10. Stock Options, F-14

17. This table in this note indicates that as of June 30, 2004 you
have 72,500 options outstanding and exercisable.  On page 34 you
state that as of the date of this prospectus, 17,500 options have
been issued under the 2001 Stock Option Plan.  Please revise or
advise.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Adam Phippen, Staff Accountant, at (202)
824-
5549 or George Ohsiek, Accounting Branch Chief, at (202) 942-2905,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-1776, David Mittelman, Legal Branch Chief, at (202) 942-
1921, or me at (202) 942-1900 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc. Lawrence W. Horwitz, Esq.
Horwitz & Cron
Four Venture - Suite 390
Irvine, California 92618
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Reed's, Inc.
March 10, 2005
Page 1

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