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      Unassociated Document

        [BAKER
          & HOSTETLER LLP LETTERHEAD]

        November
          2, 2007

        United
          States Securities and Exchange Commission

      Division
        of Corporate Finance

      100
        F
        Street, N.E.

      Washington,
        DC 20549-0404

      Attn:
        Mara L. Ransom, Legal Branch Chief

      Re:
        Reed’s,
        Inc.

      Registration
        Statement on Form SB-2

      (File
        No. 333-146012)

      Form
        10-QSB for the Quarter Ended June 30, 2007

      (File
        No. 1-32501)

      Dear
        Ms.
        Ransom:

      On
        behalf
        of Reed’s, Inc. (the “Company”), we are writing to respond to the comments set
        forth in the comment letter of the staff of the Securities and Exchange
        Commission (the “Commission”), dated October 12, 2007 (the “comment letter”)
        relating to the above-referenced Registration Statement on Form SB-2
        (File
        No. 333-146012)
        which
        was filed on September 12, 2007 and the Form 10-QSB which was filed on August
        20, 2007. The Company also has responded to the comment letter by the filing
        of
        the Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2/A
        (the “Amended Registration Statement”)
        with the
        Commission. The Amended Registration Statement has been filed electronically
        pursuant to EDGAR, and we will provide you with an additional copy, marked
        to
        show all changes.

      The
        following responses correspond to the numbered paragraphs in your comment
        letter. The responses and undertakings contained in this letter are the
        positions of the Company, except as reflected in the response to your Comment
        5
        regarding the opinion of this firm included as Exhibit 5.1 to the Amended
        Registration Statement. For your convenience, we have set forth each comment
        in
        bold typeface and included the Company’s response below the relevant
        comment:

        United
          States Securities and Exchange Commission

        Mara
          L.
          Ransom, Legal Branch Chief

        November
          2, 2007

        Page
          2

      Registration
        Statement on Form SB-2

      Calculation
        of Registration Fee

                1.

                We
                  note your indication in footnote (2) that you have calculated the
                  registration fee according to the price paid originally for such
                  securities, even though you also refer to Rule 457(c). Tell us
                  why you did
                  not rely upon the method set forth in Rule 457(c), which refers
                  to the
                  average of the bid and asked prices of securities traded
                  over-the-counter.

      In
        response to your comments, the Company has recalculated the registration
        fee
        based on the closing market price of the Company’s common stock on September 11,
        2007, the date immediately preceding the initial filing date of the Registration
        Statement.

      Selling
        Stockholders, page 13

                2.

                You
                  indicate that “[i]formation covering the selling stockholder may change
                  from time to time and changed information will be presented in
                  a
                  supplement to this prospectus.” Revise to indicate that you will make such
                  changes by post-effective amendment or tell us why you believe
                  it is
                  appropriate to make changes to your selling stockholders via a
                  prospectus
                  supplement.

      In
        response to your comments, the Company has revised the Registration Statement
        in
        accordance with your comments concerning changes to information regarding
        the
        selling stockholders.

                3.

                We
                  note that some of the selling shareholders are non-natural persons.
                  Please
                  disclose the natural persons who exercise sole or shared voting
                  or
                  investment power over the entity. If any of the entities listed
                  are public
                  entities, majority-owned subsidiaries of public entities or registered
                  investment companies, please disclose this by way of footnote.
                  See
                  Interpretation 60 under Section I. Regulation S-K in the Division
                  of
                  Corporation Finance’s Manual of Publicly Available Telephone
                  Interpretations (July
                  1997).

      In
        response to your comments, the Company has revised the Registration Statement
        in
        accordance with your comments in the footnotes to the Selling Stockholders
        table.

      Undertakings,
        page II-3

                4.

                Please
                  revise to include the undertakings in Item 512(g)(2) of Regulation
                  S-B.

      In
        response to your comments, the Company has included the additional undertakings
        in Item 512(g) of Regulation S-B.

        United
          States Securities and Exchange Commission

        Mara
          L.
          Ransom, Legal Branch Chief

        November
          2, 2007

        Page
          3

      Legality
        Opinion - Exhibit 5.1

                5.

                We
                  also note that the legal opinion refers to the “General Corporation Law of
                  the State of Delaware.” Please have counsel confirm for us in writing the
                  legality opinion concurs with our understanding that the reference
                  and
                  limitation to the Delaware General Corporation Law includes the
                  statutory
                  provisions and also all applicable provisions of the Delaware Constitution
                  and the reported judicial cases interpreting those laws currently
                  in
                  effect.

      In
        response to your comments, the Company has filed a revised opinion of counsel
        (Exhibit
        5.1)
        in
        accordance with your comments. Our firm hereby confirms your understanding
        that
        the reference to the “Delaware General Corporation Law” includes the statutory
        provisions and also all applicable provisions of the Delaware Constitution
        and
        the reported judicial cases interpreting those laws currently in
        effect.

      Form
        10-QSB for the period ended June 30, 2007

      Evaluation
        of Disclosure Controls and Procedures

                6.

                We
                  note your disclosure indicates that your management “recognized that any
                  controls and procedures, no matter how well designed and operated,
                  can
                  provide only reasonable assurance of achieving the desired control
                  objectives…” In future filings, please revise your disclosure to state
                  clearly, if true, that your disclosure controls and procedures
                  are
                  designed to provide reasonable assurance of achieving their objectives
                  and
                  that your principal executive officer and principal financial officer
                  concluded that your disclosure controls and procedures are effective
                  at
                  that reasonable assurance level. In the alternative, please remove
                  the
                  reference to the level of assurance of your disclosure controls
                  and
                  procedures. Please refer to Section II.F.4 of Management’s Reports on
                  Internal Control Over Financial Reporting and Certification of
                  Disclosure
                  in Exchange Act Periodic Reports, SEC Release No.
                  33-8238.

      The
        Company will undertake to revise its disclosure in future filings in accordance
        with your comments.

      In
        connection with the Company’s response to your comment letter, the Company
        acknowledges that:

      1. The
        Company is responsible for the adequacy and accuracy of the disclosure in
        the
        filing of the Registration Statement and the relevant Report on Form
        10-QSB;

      2. The
        staff’s comments or changes to disclosure in response to staff comments, do not
        foreclose the Commission from taking any action with respect to the filings;
        and

        United
          States Securities and Exchange Commission

        Mara
          L.
          Ransom, Legal Branch Chief

        November
          2, 2007

        Page
          4

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

      The
        Company would like to be able to have the Registration Statement go effective
        by
        the end of next week.

      We
        hope
        that our responses fully address your inquiries. Please
        contact us if you have any further questions at the address and phone number
        in
        our letterhead.

                Very
                  truly yours,

                /s/
                  Jeffrey P. Berg

                Jeffrey
                  P. Berg

                of
                  BAKER & HOSTETLER LLP

      JPB/LC

              CC:

                CHRISTOPHER
                  J. REED

                DAVID
                  M. KANE