SecProbe.io

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                                                              November 22, 2004

VIA EDGAR, FACSIMILE (202) 942-9533
AND FEDERAL EXPRESS

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Zafar Hasan, Esq.
                  Ms. Dana Hartz
                  Ms. Lisa Vanjoske

         Re:      China Health Holding, Inc.
                  Registration Statement on Form SB-2
                  File No. 333-119034

Ladies and Gentlemen:

     The following responses address the comments of the reviewing Staff of the
Commission as set forth in a comment letter dated October 14, 2004 relating to
the Registration Statement on Form SB-2 of China Health Holding, Inc. (the
"Company"). On behalf of the Company, we respond as follows.

General

1.   Please provide us proofs of all graphics, 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.

     Response

     The Company will not use any graphic, visual or photographic information in
     the final printed prospectus.

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.

     Response

     The purpose of your examples have been noted and where comments are
     applicable to portions of the filing that were not cited as examples,
     appropriate changes have been made in accordance with your 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.

     Response

     The comments have been responded to in accordance with your request.

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.

     Response

     The common stock to be sold by the selling stockholders is common stock
     that is currently issued and outstanding. Accordingly, there will be no
     dilution to the Company's existing stockholders and the information
     required by Item 6 of Form SB-2 is not required.

     The information required by Item 8 is provided on page 9 of the prospectus.

     The information required by Item 13 is provided on page 35 of the
     prospectus.

     The information required by Item 15 is provided on page 30 of the
     prospectus.

     The information required by Item 17 is provided on page 11 of the
     prospectus.

     The information required by Item 23 is not required because during the
     Company's two most recent fiscal years and all later interim periods,
     neither the Company's principal independent accountant nor a significant
     subsidiary's independent accountant on whom the Company's principal
     accountant expressed reliance in any report, resigned (or declined to stand
     for re-election) or was dismissed.

                                       1
<PAGE>
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:

     o    Provide a brief description of your different product lines;

     o    For product lines that are not yet available for sale, clarify their
          current stage of development; and
     o    Briefly describe your marketing and distribution activities

     Response

     As per your request, the key points were added to the summary on page 1 to
     include disclosure that is set forth in other sections of the registration
     statement.

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 reflecting 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 relates
     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 heading should also be introduced for each distinct
     risk described in the Risk Factors section.

     Response

     The risks have been separated into multiple subsections on pages 2-6, with
     each subsection reflecting a distinct risk faced by the Company. The
     specific risks have also been separated from their headings.

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.

     Response

     As per your request, the risk factors on pages 2-6 have been organized so
     that they are grouped by topic, with the more important risk factors
     presented before the less important risk 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.

     Response

     The risk factors have been revised to customize the disclosure for the
     Company as specific as possible. The following revisions were made:

     Under the risk factor beginning "If We Fail To Adequately Protect Or
     Enforce Our Intellectual Property Rights" on page 3, a statement was added
     that the Company does not own and has not applied for patents, trademarks
     or any other registrations of its intellectual properties. Under this risk
     factor, a statement was also added that to date the Company has not been
     subject to infringement claims
                                        2
<PAGE>
     Under the risk factor "We May Incur Material Product Liability Costs" on
     page 4, statement was added that the Company is in the business of
     formulating and selling nutritional supplements for human consumption. This
     statement connects the Company's specific business with the discussion of
     related risks to selling products for human consumption. It has also been
     clarified that all of the Company's products are manufactured by third
     parties.

     Under the risk factor beginning "If We Are Not Able To Manage Growth Of Our
     Business" on page 4, a brief description of the Company's product lines and
     its marketing and distribution plans has been added to illustrate how the
     Company expects its business to grow.

     Under the risk factor beginning "The Nutritional Supplements Industry Is
     Intensely Competitive" on page 4, a statement was added that the Company is
     a development stage business and that most, if not all, of its competitors
     have greater resources than the Company.

Risk 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.

     Response

     The disclosure under the risk factor beginning "Our Financial Status
     Creates Doubt" on page 2 has been revised to state that while the Company
     believes it has sufficient capital resources to fund its current operations
     for the next 12-24 months, the Company will require additional capital to
     develop its business operations beyond that.

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 consequence if you are not effective in
     addressing these risks.

     Response

     As per your request, the disclosure under the risk factor beginning "We Are
     A Development Stage Company" on page 2 has been revised to more completely
     describe the risks inherent in a new business and the consequences if the
     Company is not effective in addressing these risks. Specifically, a
     statement was added that, as a new business, the Company may encounter
     delays and other problems in connection with the methods of product
     distribution that the Company implements and that the Company faces the
     risk that it will not be able to effectively implement its business plan. A
     statement was also added that if the Company is not effective in addressing
     these risks, it will not operate profitably and it may not have adequate
     working capital to meet its obligations as they become due.

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.

     Response

     The risk factor beginning "The Loss Of Our Current Management Team" on page
     4 has been revised to state that to date the Company has not experienced
     problems attracting and retaining key personnel. Additionally, a statement
     was added that to the knowledge of the Company, with the exception of Mr.
     Kenneth Douglas who was recently terminated, none of the Company's key
     employees has plans to retire or leave in the near future.

The nutritional supplements industry is intensely competitive, page 3

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 advantage those competitors have with respect to the marketing
     and distribution of those products.

     Response
                                        3
<PAGE>
     Under the risk factor beginning "The Nutritional Supplements Industry Is
     Intensely Competitive" on page 4, a statement was added that some of the
     nutraceutical companies that the Company competes with are Weider Nutrition
     International, Inc., USANA Health Sciences Inc., Nature's Sunshine
     Products, Inc. and Herbalife International, Inc. Disclosure was also added
     that since the Company is a development stage company and has had nominal
     revenues to date, most, if not all, companies in the nutraceuticals
     industry have greater financial and other resources available to them and
     possess manufacturing, distribution and marketing capabilities greater than
     those of the Company.

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 near future, please
     disclose those concerns in the risk factor.

     Response

     The disclosure under the risk factor beginning "The Nutritional Supplements
     Industry Is Intensely Competitive" on page 4 has been revised to clarify
     that "participants" also includes wholesalers of nutritional supplements.
     While the Company also "markets" nutritional supplements, the Company's
     revenues will be generated from wholesale and retail sales of its products,
     which is the market that is described in the risk factor.

     Disclosure was also added that the Company is a development stage business
     and the only revenues received from product sales since inception were
     nominal and were generated during 2004. Accordingly, the Company has not
     been operational long enough to experience the potential problems described
     in the risk factor. However, since the Company is a development stage
     business, most, if not all companies in its industry have greater financial
     and other resources available to them and possess manufacturing,
     distribution and marketing capabilities greater than the Company's.

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 your 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.

     Response

     The Company does not believe that its reliance on three separate parties to
     manufacture its products is a risk to its business. The Company believes
     that there are sufficient alternative manufacturers available, such that
     any failure of its current manufacturers to meet the Company's needs would
     not impact the Company's proposed operations.

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

     Response

     The Company has not yet obtained product liability insurance. Accordingly,
     the disclosure under "We May Incur Material Product Liability Costs" on
     page 4 has been revised to read: "We are in the process of applying for
     product liability insurance. Such insurance, once obtained, may not be
     available at a reasonable cost, or may not be adequate to cover
     liabilities."

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?

     Respons