SecProbe.io

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                       SICHENZIA ROSS FRIEDMAN FERENCE LLP

                  1065 AVENUE OF THE AMERICAS NEW YORK NY 10018

                TEL 212 930 9700 FAX 212 930 9725 WWW.SRFFLLP.COM

                                                         December 22, 2004

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

Mail Stop 3-9
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 December 9, 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.       There appear to be conflicting statements regarding the amount of time
         the Company can fund operations. In the risk factor titled, "Our
         financial status creates doubt..." on page 2, you indicate that you
         have sufficient capital resources to fund current operations for 12-24
         months whereas in "Plan of Operation" on page 13, you indicate that
         your cash will satisfy requirements for 6 months. Please clarify this
         disclosure so that the two statements are reconciled.

         Response

         The disclosure in the risk factor titled "Our financial status creates
         doubt..." on page 2 was revised to state that the Company has
         sufficient capital resources to fund current operations for the next
         six months.

<PAGE>

Plan of Distribution, page 10
-----------------------------
2.       Please revise your statement that any broker-dealers who execute sales
         for the selling shareholders may be deemed to be underwriters to
         clarify that broker dealers will be deemed to be underwriters.

         Response

         The referenced statement on page 10 was revised to clarify that any
         broker-dealers who execute sales for the selling stockholders will be
         deemed to be underwriters within the meaning of the Securities Act.

Plan of Operation, page 12
--------------------------
3.       In addition, in prior comment 27, we required that the Company
         "allocate the amounts necessary over the next 12 months to cover all
         budget expenses deemed material." However, we could not locate this
         information, other than a reference to expected media expenses of
         $200,000 in the Business section. Please help us identify this
         information in the document.

         Response

         Disclosure was added under "Future Development" on page 12, of the
         anticipated expenses of the Company over the next twelve months.

4.       Please revise to indicate when you expect your website to be
         operational and if you expect it to be multilingual at that time.

         Response

         Disclosure was added under "Future Development" on page 12, that the
         Company plans to have its website operational in April 2005, with
         multi-language and multi-currency capabilities in 2006.

5.       Do you have any agreements with retail and/or wholesale distributors?
         When do you expect to commence sales through these parties?

         Response

         Disclosure was added under "Future Development" on page 12, that the
         Company does not currently have any agreements with retail or wholesale
         distributors. The disclosure provides that the Company's management
         will work to negotiate and enter into retail and wholesale distribution
         agreements for its products over the next twelve months

                                       2
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6.       Have you located sites to establish retail stores? If you have,
         disclose when you expect to begin establishing these sites. If you have
         not, please disclose your expected timeframe for locating sites and
         beginning retail operations in North America.

         Response

         Disclosure was added under "Future Development" on page 12, that the
         Company has not yet located any sites to establish retail stores but is
         initially looking for locations in New York, Los Angeles, San
         Francisco, Seattle, Las Vegas or other large cities in the United
         States. Disclosure was also added that the Company plans to open its
         first retail storefront in the United States within the next twelve
         months.

Research and Development, page 13
---------------------------------
7.       Please revise to move the last paragraph, which discloses that you
         currently do not have any rights to these products, to precede the
         description of the products.

         Response

         As per your request, the last paragraph was moved to precede the
         description of the products described under "Research and Development"
         on page 12.

8.       Disclose whether you will need the approval of the FDA or foreign
         regulators before you can sell these products. If you will, will you
         need to repeat the clinical studies that you reference or perform
         additional clinical studies?

         Response

         Disclosure was added under "Research and Development" on page 12, that
         under current regulations, the products do not require approval by the
         FDA or foreign regulators before the Company can sell them

9.       We note your statements that these products have been subject to
         clinical studies. Please revise to describe the clinical testing that
         was performed. Did the parties conducting these studies consult with
         the FDA or foreign regulators in designing the studies?

         Response

         Disclosure was added under "Research and Development" on pages 12 and
         13, that clinical testing was performed in accordance with regulatory
         standards in the People's Republic of China and that the United States
         Food and Drug Administration was not consulted in designing the
         clinical tests.

10.      Please disclose you performed statistical analyses on the results of
         these clinical trials and the p value if you have. If you did not
         perform statistical analyses, revise to disclose that statistical
         analyses were not performed and the significance of not performing
         these analyses.
                                       3
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         Response

         Disclosure was added under "Research and Development" on pages 12 and
         13 whether the Company conducted statistical analyses of the clinical
         trials and the p values were provided where the Company had them. Where
         statistical analyses were not conducted, disclosure of that fact was
         provided along with the significance of not performing these analyses.

Business, page 14
-----------------
11.      Please revise the descriptions of each of your product lines to clarify
         that your products are considered to be dietary supplements, as opposed
         to pharmaceutical products or drugs and therefore they are not subject
         to the stringent clinical tests to which pharmaceutical products are
         subjected.

         Response

         Descriptions of the Company's product lines on pages 14, 16, 18 and 19
         were revised to clarify that the products in each of the product lines
         are considered to be dietary supplements and that they are not subject
         to stringent clinical tests to which pharmaceutical products are
         subjected.

Certain Relationships and Related Transactions, page 32
-------------------------------------------------------
12.      Please revise to state whether each of these transactions is on terms
         as favorable as could have been obtained from unrelated third parties.

         Response

         The disclosure under "Certain Relationships and Related Transactions"
         on pages 32, 33 and 34 was revised to state that the Company's
         management believes that each of the transactions is on terms as
         favorable as could have been obtained from unrelated third parties.

Note 2.  Significant Accounting Policies (page F-8)
Revenue Recognition
-------------------
13.      Please clarify in the disclosure when title and risk of loss transfer
         to the customer (i.e., FOB shipping point or FOB destination).

                                       4
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         Response

         Note 2 was revised to clarify when title and risk of loss transfer to
         the customer and to more clearly define the Company's revenue
         recognition policy.

Note 9.  Commitment (page F-16)
-------------------------------
14.      Please refer to your response to comment 50. We note that you intend to
         account for any payments made, in cash or issuance of shares as per
         your amended agreement, in accordance with the method discussed in your
         response to comment 48. Your response to comment 48 indicates that your
         intangibles have an indefinite life. Please clarify to us why you
         believe an indefinite life would be appropriate for the license
         payments.

         Response

         The Company has clarified its disclosure by adding the following to its
         accounting policy note for intangibles:

                Costs incurred in connection with the license agreements entered
                into as described in note 9 will be amortized on a straight-line
                basis over the term of the underlying license agreements and
                will also be tested for impairment annually in accordance with
                SFAS 144, "Accounting for the Impairment on Disposal of
                Long-Lived Assets" (SFAS 144). The determination of any
                impairment would include a comparison of estimated future
                operating cash flows anticipated during the remaining life with
                the net carrying value of the asset.

Exhibit 5
---------
15.      We note the statement in the legal opinion that the securities will be
         legally and validly issued and non-assessable when issued in the manner
         described in the registration statement. Since the securities are
         already outstanding and are being registered for resale, please revise
         to state that they are legally and validly issued, fully paid and non
         assessable.

         Response

         We revised the legal opinion to state that the securities are legally
         and validly issued, fully paid and non assessable.

Item 26.  Recent Sales of Unregistered Securities

16.      It appears that shares issued on the same day should have the same fair
         value. Please revise the fair value of the shares and the related
         service expense or advise us as to why you do not think a revision
         is appropriate.

                                       5
<PAGE>

         Response

         The Company does not believe that the requested revision is
         appropriate. The values assigned to the issuances of all shares agree
         to the amounts reflected by the terms underlying each issuance. The
         range of prices at which the transactions were completed reflects the
         uncertainty as to the fair value of the Company's shares which is
         consistent with the start up nature of the Company. In addition, there
         were very few transactions, if any, other than the initial founders'
         shares, that were by themselves material. The cash transactions in
         particular were each a small percentage of the overall outstanding
         shares at the time.

         Although they make up a relatively small overall percentage of the
         share issuances, cash transactions can be a good indicator of fair
         value. Since inception of the Company, management has raised small
         amounts of money on an investor by investor basis rather than
         collectively as part of a more formalized financing. An analysis was
         performed whereby the "rolling weighted price per share" of cash
         transactions to date was used as a comparative measure for the "fair
         value" of the non-cash issuances recorded in the books as at that date.
         This analysis suggests that the "fair values" used for recording
         non-share transactions may be understated by approximately $11,000,
         with approximately $10,000 of this difference attributable to the
         acquisition of the "26 100% natural herbal medicinal products" from
         Julianna Lu and Xiao Fei Yu on May 1, 2004. In the opinion of the
         Company, the present disclosure in Item 26 accurately reflects stock
         transactions described therein.

         We trust that the foregoing appropriately addresses the issues raised
by your recent comment letter. Thank you in advance for your prompt review and
assistance.

                                                              Very truly yours,

                                                          /s/ David Schubauer
                                                              ---------------
                                                              David Schubauer

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