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CORRESP
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      Correspondence

David
        J. Levine

        ASSOCIATE

        PHONE 212-715-9121

FAX
        212-715-8000

        DJLEVINE@KRAMERLEVIN.com

            August
      4,
      2006

    VIA
      EDGAR and FEDERAL EXPRESS

    Ms.
      Elaine Wolff

    Branch
      Chief

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Trey
                Resources, Inc.

              Amendment
                No. 2 to Registration Statement on Form
                SB-2

    Filed
      August 4, 2006

    File
      No. 333-133924

    Dear
      Ms.
      Wolff:

    On
      behalf
      of Trey
      Resources, Inc. (“we” or the “Company”),
      we respond as follows to the Staff’s comment letter dated July 28, 2006 relating
      to the above-captioned registration statement on Form SB-2. Captions and page
      references herein correspond to those set forth in Amendment No. 2 to the
      registration statement (“Amendment No. 2” or the “prospectus”), a copy of which
      has been marked against the changes from Amendment No. 1 to the registration
      statement filed on July 7, 2006. We are also delivering three (3) courtesy
      copies of such marked Amendment No. 2 to Jennifer Gowetski. Please note that
      for
      the Staff’s convenience, we have recited each of the Staff’s comments and
      provided the Company’s response to each comment immediately thereafter.

    General

            1.

              Please
                file a marked copy of Amendment No. 1 on Edgar. In addition, please
                file a
                marked copy of any future amendments.

    We
      have
      filed a marked copy of Amendment No. 1 on Edgar and will file marked copies
      of
      any future amendments.

            2.

              We
                note your response to prior comment 1 and the revised disclosure
                that you
                used the proceeds from advances under the equity line to repay outstanding
                principal and interest on promissory notes previously issued to Cornell
                in
                the aggregate
                principal

    Ms.
      Elaine Wolff

    August
      4,
      2006

    Page
      2

      amount
        of $2,700,000. Please expand your disclosure in the summary and throughout
        the
        prospectus to state the date each promissory note was issued, the date funds
        were received from Cornell under each of the promissory notes and the amounts
        received, and the date each payment was made by Cornell under the equity
        line.
        In addition, please disclose the material terms of each promissory note,
        including any associated fees. In this regard, we note the disclosure on
        page 2
        that Cornell retained 6% of each advance on the promissory
        note.

    We
      have
      expanded our disclosure in the summary and throughout the prospectus to state
      the date each promissory note was issued, the date funds were received from
      Cornell under each of the promissory notes and the amounts received. In
      addition, we disclosed the material terms of each promissory note, including
      any
      associated fees.

            3.

              Please
                revise to explain why the company issued promissory notes to Cornell
                in
                light of its ability to receive further funds under the equity line
                and
                discuss the relationship between the promissory notes and the equity
                line.
                In this connection please provide us with a copy of each of the promissory
                notes.

    We
      have
      revised our disclosure to explain why the Company issued promissory notes to
      Cornell in light of its ability to receive further funds under the equity line
      and to discuss the relationship between the promissory notes and the equity
      line. Enclosed are copies of each of the promissory notes issued to
      Cornell.

            4.

              Please
                expand your disclosure to discuss and explain to investors the relevance
                of the “going concern” opinion issued by your
                auditors.

    We
      have
      expanded our disclosure to discuss and explain the “going concern” opinion
      issued by our auditors in the Prospectus Summary and Management’s Discussion and
      Analysis.

    Selling
      Stockholder, page 14

            5.

              We
                note your response to prior comment no. 7 and the omitted disclosure.
                As
                these promissory notes appear to be related to the equity line, we
                do not
                agree with your statement that the disclosure is not relevant to
                this
                offering. Please revise to include this disclosure and include the
                date
                issued and the amount of each promissory note. In addition, we note
                your
                statement that these promissory notes are not related in any way
                to the
                promissory notes representing the outstanding principal balance of
                $1,025,000 which were exchanged for convertible debentures. Please
                explain
                to us the basis for your statement. It appears that these promissory
                notes
                were part of a series of notes issued by the company to Cornell in
                connection with the equity line and these notes appear to be
                distinguishable from the notes exchanged for convertible debentures
                solely
                by the fact that these notes were
                repaid.

      Ms.
        Elaine Wolff

      August
        4,
        2006

      Page
        3

    We
      have
      revised this section to include the disclosure relating to these promissory
      notes and included the date issued and the amount of each promissory note.
      We
      have revised the prospectus to disclose that these promissory notes were part
      of
      a series of notes issued by the Company to Cornell in connection with the equity
      line and these notes are distinguishable from the notes exchanged for
      convertible debentures solely by the fact that these notes were repaid. There
      is
      no other basis in which to distinguish these notes from the notes exchanged
      for
      convertible debentures.

    Management’s
      Discussion and Analysis, page 27

            6.

              We
                note your response to prior comment 9 that you have changed the disclosure
                to “reference a single equity line credit agreement.” Please explain
                whether the agreement was amended, the date of such amendment and
                the
                terms of the
                amendment.

      The
        copies of the equity line agreement filed with the Commission on October
        10,
        2003 and November 11, 2003 were not the final versions of the agreement and
        were
        inadvertently filed by the Company with the Form SB-2 filings. On December
        22,
        2003, the Company filed the final version of the equity line agreement which
        contained all of the final terms. The equity line of credit agreement was
        not
        amended at any time.

    If
      you
      have any questions, please do not hesitate me at the above telephone and
      facsimile numbers.

      Very truly yours,

                   /s/
David
      J.
      Levine

                David
      J. Levine

    cc:   Mark
      Meller

        Scott
      S.
      Rosenblum, Esq.