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December 7, 2004

MAIL STOP 0511

Arthur Spector
Chairman of the Board, Chief Executive Officer and President
Millstream II Acquisition Corporation
435 Devon Park Drive, Building 400
Wayne, Pennsylvania 19087

      Re:	Millstream II Acquisition Corporation
		Registration Statement on Form S-1
		Amendment 1 filed November 12, 2004
      File No. 333-119937

Dear Mr. Spector:

      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 reference to the term "Special Purpose Acquisition
Company" or "SPAC" throughout this registration statement.  We
further note that the term SPAC was used by affiliates in previous
registration statements but was defined as "Specific Purpose
Acquisition Company."  The staff at this time believes that there
could be confusion in the use of the term SPAC in the current
offering from earlier references to the term which had a different
meaning.  Further the staff is concerned that the use of the term
special purpose acquisition company may be confusing to investors
because the purpose of the company appears to be the same as most
other blank check companies.

In order for the staff to further evaluate the use of the term
SPAC
in the current offering, please provide the following: 1) a
historical chronology of the use of the term SPAC; 2) the last
time
it was used and its meaning at that time; 3) the previous
definition
of a specific purpose acquisition company; 4) the definition of a
special purpose acquisition company; and 5) how the company has a
"special purpose" that is distinct from the ordinary definition of
a
blank check company.

2. Prior to the effectiveness of the company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or call from the NASD that the NASD has no additional
concerns.

3. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

Prospectus Summary

4. We note the representation that the Special Purpose Acquisition
Company  "will be able to acquire an operating business in any
industry which we believe has significant growth potential."
(emphasis added).  This disclosure appears to be promotional and
vague. Consider revising the disclosure to note, for example, our
search is not limited to a particular industry and our objective
is
to acquire an operating business which can market and distribute,
on
a worldwide basis, cost-effective and innovative products and has
an
existing revenue stream.

5. The staff is confused with the disclosure in the fourth
paragraph
that "we intend to focus on various industries where changes in
industrial technology provide particular opportunities for
growth."
(emphasis added).  Please clarify or delete.

6. In this section, you make several assertions regarding market
conditions.  Supplementally, please provide us with reasonable
support for the following assertions and summarize the support
later
in the prospectus.  If a third party is the source of the
information, please name the third party and the publication where
the information can be found.  If the information is not readily
available to the public, please file the third party`s consent to
being named in the prospectus and to the summary contained in the
disclosure.
* "Innovative industrial technologies have given small and medium-
sized companies the ability not only to compete with larger
organizations, but to leapfrog existing products, processes and
services and establish new market leadership."
* "We believe that companies with these types of innovations
obtain a
competitive edge and the opportunity for rapid and sustainable
growth."
* "Innovations of this nature occur frequently in chemicals and
other
material sciences, energy, medical products and manufacturing
processes."
If you cannot provide us with adequate support for these
assertions,
you should delete them.  Also please clarify vague terms such as
"innovative industrial technologies," "new market leadership,"
"competitive edge" and "rapid and sustainable growth."  Further
note
that the summary section should be factual rather than promotional
and should be revised to remove all promotional statements.  No
speculative information should be included, unless clearly labeled
as
the opinion of management of the company along with disclosure of
the
reasonable basis for such opinions or beliefs.

Use of Proceeds

7. We note the disclosure in the penultimate paragraph on page 14,
that "any amounts not paid as consideration to the sellers of the
target business may be used to finance operations of target
business
or to effect other acquisitions, as determined by our board of
directors at that time."  Given the terms of the offering (Fair
Market Value of the Target Business), that the initial target
business must have a market value equal to at least 80% of the
company`s assets at the time of such acquisition, it would appear
that the company would have a minimal amount of funds and a
possible
change in control.  It is unclear how the company could effect
other
acquisitions.  Please clarify or delete.

8. Please reconcile the amount of miscellaneous expenses of
$8,695.22
with the amount in Part II, Other Expenses of Issuance and
Distribution in the amount of $47,695.22.

Proposed Business
Introduction

9. We note the following statements:
* "We believe that as a result of the decline in the United States
equity markets over the past several years, many privately held
companies have been shut off from the public marketplace."
* "Additionally, we feel that as the economy has slowed, many
companies are attempting to divest non-core assets and divisions
and
valuations of these assets and divisions have decreased
significantly."
Supplementally, please provide us with reasonable support for the
assertions and summarize the support in your prospectus.  If your
support comes from third parties, please name them in the
prospectus
and file as exhibits their consents to being named in the
prospectus
and to the summary of their reports.  If you cannot provide us
with
support for these assertions, you should delete them.

10. We note that business section appears promotional, rather than
factual, and should be revised to remove all promotional
statements.
No speculative information should be included, unless clearly
labeled
as the opinion of management of the company along with disclosure
of
the reasonable basis for such opinions or beliefs.  For example we
note the statement "[d]ue to these factors, we believe that there
are
substantial opportunities to effect attractive acquisitions and
that,
as a public entity possessing broad investment and  acquisition
expertise, we are well positioned to identify target acquisitions
and
to effect a business combination to take advantage of these
current
trends."  Please revise the business section to remove all
promotional statements.

Facilities

11.  Please specify the cost of rent each month for the office
space.

Legal Proceedings

12. Please disclose whether there are any pending or contemplated
legal proceedings against you or your officers and directors in
their
capacity as such.

Financial Statements
General

13. Your attention is directed to section 210.3-12 of Regulation
S-X
and the possible need for updated financial statements and related
disclosures.

14. You are reminded that a currently dated consent of the
independent accountants with typed signature should be included in
any amendment to the registration statement.

Part II
Other Expenses of Issuance and Distribution

15. Because your miscellaneous expenses account for at least 10%
of
the offering expenses, please list these miscellaneous expenses
with
more specificity.

Closing Statements

      As appropriate, please amend your registration statement 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
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 Maureen Bauer at (202) 942-1824 or Ed Loftus
at
(202) 942-2999 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 824-5262, or me at (202) 942-2999 with any other
questions.

Sincerely,

      John Reynolds, Assistant Director
      Office of Emerging Growth Companies

cc:	David Alan Miller, Esq.
	Fax: (212) 818-8881
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Millstream II Acquisition Corporation
December 7, 2004
Page 1 of 5

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