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CORRESP
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    reeds_corr.htm

    Reed’s
Inc.

    13000
South Spring Street

    Los
Angeles, CA  90061

    December
7, 2009

    John
Reynolds

    United
States Security and Exchange Commission

    Division
of Corporate Finance

    Office of
Beverages, Apparel and Healthcare Services

    100 F
Street, North East

    Washington,
D.C.  20549-3561

              RE:

              Reed’s
      Inc.

              Form
      10-K for the fiscal year ended December 31, 2009

              Filed
      March 27, 2009

              File
      No 001-32501

    Dear Mr.
Reynolds:

    We are in
receipt of your letter dated December 31, 2008.  Below are your
comments with our responses:

    Form 10-K for fiscal year
ended December 31, 2008

    Exhibits

              1.

              Please
      file all material agreements in their entirety, including all schedules,
      exhibits, annexes, etc.  We note that the loan and security
      agreement with First Capital Western Region, LLC dated May 30, 2008, and
      the Brewing Agreement with the Lion Brewery dated November 1, 2008, do not
      appear to include all of the exhibits to the agreements.  Please
      explain why these attachments were not filed pursuant to Item 601(b)(10)
      of Regulation S-K, or refile the agreements with all
      attachments.

    Response

    We have
refiled the two exhibits with our amended Form 10Q/A for the fiscal quarter
ended September 30, 2009 as Exhibit 10.2, Brewing Agreement between Reed’s Inc.
and the Lion Brewery, Inc. dated November 1, 2008; and Exhibit 10.3, Loan and
Security Agreement between Reed’s Inc. and First Capital Western Region LLC
dated May 30, 2008.

    Form 10-Q for fiscal quarter
ended September 30, 2009

    Part II – Other
Information

    Item 6. Exhibits, page
21

              2.

              Your
      exhibit index indicates that the asset purchase agreement with Sonoma
      Cider Mill, Inc. was filed as an exhibit to your Form 10-Q for fiscal
      quarter ended September 30, 2009, but the agreement does not appear to
      have been filed.  Please file the asset purchase agreement as an
      exhibit or advise.

    Response

    We have
filed the exhibit with our amended Form 10Q/A for the fiscal quarter ended
September 30, 2009 as Exhibit 10.1, Asset Purchase Agreement between Sonoma
Cider Mill, Inc. and Reed’s, Inc. dated October 19, 2009.

    We
acknowledge that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosures in
      our filings;

                ·

                staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                ·

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

    Sincerely,

    /s/ James Linesch

    James
Linesch

    Chief
Financial Officer