SecProbe.io

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Mail Stop 3-9								October 14, 2004

Julianne Lu
Chief Executive Officer
China Health Holding, Inc.
666 Burrard Street
Suite 3400
Vancouver, British Columbia
Canada V6C 2X8

Re:	China Health Holding, Inc.
	Registration Statement on Form SB-2
Filed September 16, 2004
	File Number 333-119034

 Dear Ms. Lu:

We have reviewed your 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.
General

1. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

2. Please note that where we provide examples to illustrate what we
mean by our comments, they are examples and not exhaustive lists.  If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.

3. In your response letter, please state our comment and then explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment with a brief
description of the revisions made so that we can easily place your
revised disclosure in its proper context.

4. Please revise your disclosure to include the information required
by Form SB-2, including the information required by Items 6, 8, 13,
15, 17 and 23.  If you believe that disclosure is not required for
these items, please provide us with an analysis explaining your
position.

China Health Holding, page 1

5. Please revise your summary to present the key points in the
disclosure that are set forth in the other sections of the
registration statement.  For example:

* Provide a brief description of your different product lines;
* For product lines that are not yet available for sale, clarify
their current stage of development; and
* Briefly describe your marketing and distribution activities.

Risk Factors, p. 2
General

6. Currently, you have disclosed your risk factors in two main
sections, "Risks Related to the Business" and "Risks related to our
common stock."  Within each of these main sections, different risks
should be separated into subsections, with each subsection reflect a
distinct risk faced by the Company.  Furthermore, each of these risk
factors should include its own risk factor heading that summarizes
the risk and potential consequences.

As one example only, on page 2 underneath the main header "Risks
Related to the Business," the Company should present a subsection
header that relating to the risks associated with the Company`s
financial status and indicating that the inability to raise
additional capital could cause the Company to cease operations and
investors to lose their entire investment.  Below that header will be
the discussion set forth in the first paragraph of the main section.

Subsequent risk factor headings should also be introduced for each
distinct risk described in the Risk Factors section.

7. Please organize your risk factors so that they are grouped by
topic, with the more important risk factors presented before the less
important factors.

8. Some of your risk factors are generic insofar as they apply to
many companies in your industry.  When disclosing a risk factor, you
should customize it with specific reasons why you may be exposed to a
particular risk so as to make the disclosure more meaningful. As one
example only, the disclosure relating to your ability to manage
growth, which is presented at the bottom of page 2, appears to be
generic language.  You should expand and customize the risk factor to
disclose any problems you have had managing growth in the past as
well as any facts that indicate that there may be such problems in
the future.

Please review the entire risk factors section to ensure that your
disclosure is customized for the Company and is as specific as
possible.  In your response letter, please identify all places where
revisions are made in response to this comment.

Risks related to our business, page 2

Our financial status ..., page 2

9. Please revise to indicate how long you expect your current
resources to last.

We are a development stage company ..., page 2

10. Please revise to describe the risks inherent in a new business
more completely and describe the consequences if you are not
effective in addressing these risks.

The loss of the current management team ..., page 3

11. To the extent that you have experienced problems attracting and
retaining key personnel in the recent past, please revise to describe
these problems.  Additionally, if any key employee has plans to
retire or leave your company in the near future, please revise the
discussion to disclose this information.

The nutritional supplements industry is intensely competitive,  page3

12. In your discussion of competition, you should be more specific in
your disclosure by naming the Companies who compete in distribution
and marketing of the specific products you work with.  You should
disclose any competitive advantages those competitors have with
respect to the marketing and distribution of those products.

13. In your competition discussion, you disclose information about
the retail market for nutritional supplements including the fact that
it is fragmented, growing, etc.   However, you have not provided as
much detail about the market of those who market and distribute these
products, which appears to be your actual market.  Please provide
similar information for the Company`s market.

Please also disclose any problems you have faced as a result of
competition.  As one example only, you reference the fact that
prescription drugs can acquire market share from nutritional
supplements, thereby eliminating the need for marketing and
distribution services for those supplements.  If you have any
experience with this dynamic or there is a material risk that such
problems will occur in the future, please disclose those concerns in
the risk factor.

We may incur product liability costs, page 3

14. We note your disclosure that you do not have manufacturing
capability and rely on three separate parties to manufacture you
products.  Please revise to discuss this as a separate risk and
discuss the consequences if any of the parties are unable to
manufacture your products.

15. Please disclose the limitations of your product liability
insurance.

Compliance with governmental regulations ..., page 3

16. Please revise to discuss all consequences of a failure to comply
with the government regulations.  For example, could you be subject
to fines or penalties?  Could you be required to perform clinical
trials to provide evidence of safety?

17. Revise the second paragraph on page 4 to indicate that the
legislation, if enacted, may result in difficulty getting your
products to the market.

Intellectual Property p. 4

18. With respect to your concerns regarding intellectual property,
please disclose what intellectual property that you possess and any
specific concerns that you may have, either with regard to
invalidation or claims that you have infringed upon the rights of
others.

19. Please revise to disclose that if you are found to be infringing
on the intellectual property of another party, licenses for such
intellectual property may not be available on favorable terms or may
not be available at all.

Risks related to our common stock, page 5

20. We note your statement on page 8 that you will experience
immediate and substantial dilution if you purchase shares in this
offering.  Please revise to include a separate risk factor disclosing
this risk.  The discussion should quantify the dilution shareholders
will experience if they purchase at the offering price.

Selling Security Holders, p. 10

21. In your discussion, please include a broad discussion explaining
your past offerings of securities and the manner in which the selling
security holders obtained their securities.

22. If any of the selling shareholders are broker dealers, please
revise to identify them as underwriters here and in the Plan of
Distribution.  The only exception to our position that broker dealers
must be identified as underwriters is if the shares were issued as
underwriting compensation.  If the exception applies, please provide
that information in your document.

23. Furthermore, if there are affiliates of broker-dealers identified
as Selling Shareholders, they should be identified as such and your
disclosure should be revised to include the following
representations:

* The Selling Shareholder purchased in the ordinary course of
business and
* At the time of the purchase, the Selling Shareholder had no
agreements or understanding to distribute securities.

24. Please revise the selling shareholder table to indicate the
natural persons who have voting and dispositive control over the
shares held by IHI Holdings, RAR Consultant, and Sichenzia Ross
Friedman Ference.

Plan of Operation, p. 10

25. Section 27A of the Securities Act specifically excludes from
protection statements you make in connection with initial public
offerings.  If you wish to include forward-looking statement
disclaimers you should include a statement that the Private
Securities Litigation Reform Act of 1995 and Section 27A of the
Securities Act do not protect any statements you make in connection
with this offering.

26. We note your statements that you will need to raise at least $1
million in financing over the next 12 months.  Please revise to
discuss the efforts you have undertaken to secure this financing.  If
you are experiencing difficulties obtaining financing, this
information should be disclosed in a risk factor.

27. Please note that Item 303(a) of Regulation S-B requires that you
discuss your plan of operation for the next 12 months.  In doing so,
discuss the company`s business plan, how it plans to generate
revenues and elaborate on efforts being made, or contemplated, with
respect to product development, R&D, marketing, sales and
distribution.   Please allocate the amounts necessary over the next
12 months to cover all budgeted expenses deemed material.  Discuss
the anticipated milestones in implementing your plan of operation and
the time frame for beginning and completing each.

28. We note your statement that you will need to implement a
worldwide marketing strategy.  Please discuss what is involved in
implementing such a strategy.

29. Please revise the discussion of DFU898, DVT896 and ASO 989 to
disclose these product candidates are pharmaceuticals or if these are
also considered to be natural medicinal products.  We note your
statement that you currently do not have rights to these products.
Who currently owns the rights to these products?  Are you currently
in negotiations to acquire these rights?  To the extent that you have
disclosed that the products have been proven effective or that
clinical trials have been conducted or are underway, disclose who
conducted the trial, and reviews by the FDA or other regulatory
agencies and how the effectiveness was proven.

30. If these product candidates are considered to be pharmaceutical
products, you should revise the discussion of your business to
discuss the process of obtaining regulatory approval for these
products.  Additionally, disclose the stage of development you expect
to be able to achieve with $60,000 over the course of the next twelve
months.

Business, p.12

General

31. We note your obligations under the agreements with Hotway.  If
there is a material probability that you will not be able to fulfill
any of these obligations, please add a risk factor to this effect and
disclose the potential consequences of violating these obligations.
You should provide a similar disclosure for any other material
agreements in which you may be unable to fulfill your obligations.

32. If you are substantially dependent upon any third-parties,
including the three manufacturers that you are currently relying upon
to produce your products, please disclose what alternatives the
Company will face if any relationships with such third-parties are
terminated.

Organization, p. 12

33. Please explain what you mean when you say that your products "are
based on traditional Chinese medicine and the principals of Taoism."

Product Background, p. 12

34. Throughout the registration statement, when you define or explain
a term, please provide the explanation the first time you use the
term.  For example, you explain what a neutraceutical is in this
section when you should explain the term the first time that you use
it in the registration statement.

35. Please explain what you mean by "King of Herbs" and "qii."

36. We note your distinction between neutraceuticals as dietary
supplements or nutritional supplements that are generally viewed as
preventative supplements, as opposed to drugs, which are chemical
substances, used to treat illnesses or symptoms of illnesses.
However, the descriptions of some of your products appear to indicate
that are used to treat an illness or symptoms of an illness.  For
example:

* VG-Liver - protects the liver from infections such as hepatitis;
* VG-Allergy - prevents allergic reactions and assists in the
recovery of allergic reactions;
* VG-Anti-Tumor - helps fight cancerous growths; and
* VG-EEP - designed to relieve acute alcoholism.

These product descriptions all imply that the products can be used to
fight disease.  Please advise or revise.

37. Explain how daily doses of King of Herb have shown increased
stamina and an ability to enhance the immune system`s ability to
fight disease.  For example, have you been involved in trials that
support these statements?

Purchase Agreement for 26 100% Natural herbal medicinal product
formulas, page 12

38. Disclose the amounts currently owed to Ms. Lu and Mr. You
pursuant to this agreement, including accrued interest.

39. Disclose the value of the shares of common stock issued to each
individual under the agreement.

Exclusive Licensing Agreement for 19 Cordyceps Products, page 13

40. Please revise the discussion of this agreement and the agreement
for De-Daibe and Depressor herbs to disclose the following
information:

* Who would own the rights to any modifications, upgrades or
improvements after the expiration of the agreement;
* Disclose the aggregate amount of the licensing fee that is due on
March 9, 2005;
* Disclose whether you are required to make royalty payments;
* Disclose and quantify any annual license maintenance fees; and
* Describe any termination provisions.

Manufacturing, page 20

41. For each agreement, disclose which product line will be
manufactured pursuant to the agreement and discuss the any
termination provisions and exclusivity provisions.  Revise the
description of the agreement with Canadian Phytopharmaceuticals Corp
to describe any liability provisions or confirm that there are no
liability provisions included in the agreement.

Market Analysis, page 21

42. Is the