SecProbe.io

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Mail Stop 3-9								January 3, 2005

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/A
      Filed December 22, 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. We note your new disclosure relating to p values for DFU898 on
page 13 of the registration statement.  Please provide more
information regarding the p values, including an introductory
sentence that explains what a p value is and explaining what you
mean
by "getting something more extreme than our results."  Please use
simple and specific terms that will be easy for investors to
understand.

Item 26. Recent Sales of Unregistered Securities (page II-2)
2. We note your response to comment 16, but continue to believe
that
shares issued on the same day or close proximity should have the
same
fair value.  It appears there may be a compensatory value that may
need to be recorded at the issuance of the shares.  Please revise
the
filing or explain to us what factors have led to different fair
values.
      As appropriate, please amend your filing 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 file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Whitnie Storey at (202) 942-5385 or Lisa
Vanjoske, at (202) 942-1972 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Zafar
Hasan at (202) 942-7381or me at (202) 942-1840 with any other
questions.
   Sincerely,

      Jeffrey Riedler
   Assistant Director

   cc:	Michael Kagnoff
   	Heller Ehrman White & McAuliff, LLP
   	4350 La Jolla Village Drive
   	7th Floor
   	San Diego, California 92122

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China Health Holding, Inc.
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