SecProbe.io

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Mail Stop 3561
	October 28, 2005

Mark Andrews
Chief Executive Officer
Castle Brands, Inc.
570 Lexington Avenue, 29th Floor
New York, New York 10022

          Re:	Castle Brands, Inc.
	Registration Statement on Form S-1
	Filed September 29, 2005
	File No. 333-128676

Dear Mr. Andrews:

	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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Prospectus Cover Page
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Since we may have
additional comments once you provide this information, please
allow
us sufficient time to review your complete disclosure before you
distribute preliminary prospectuses.

Inside Front Cover Page
2. Provide us in a timely manner copies of any artwork that you
intend to use.  Please be advised that we may have comments on
these
materials and you should consider waiting for our comments before
printing and circulating any artwork.
3. The forepart of your document should consist of the cover page,
summary and risk factors section.  Please relocate the section
"Trademarks" appearing beneath the table of contents to a more
appropriate location in the prospectus.

Prospectus Summary, page 1
4. Please revise the summary to provide a balanced overview of
your
business.  In this regard, you should include Net Income (Loss)
amounts in addition to the sales and revenue amounts that you have
provided.
5. Please provide support for the qualitative and comparative
statements contained in the summary and throughout your
prospectus.
For example, we note the statement appearing in this section that
"Boru Vodka...was the first, and continues to be the largest
selling,
premium vodka produced in Ireland."  We also note your reference
to
Gosling`s rums as "award-winning," and "Knappogue Castle 1951, one
of
the oldest and rarest commercially available Irish whiskeys...."
The
following examples appear in the Business section:

* British Royal Navy Imperial Rum, one of the rarest and most
historically significant commercially available rums today... -
page
48

* Gosling`s Black Seal was awarded a Platinum Medal (the highest
offered) in the World Spirits Competition... - page 50

* Sea Wynde won a five-star award (the highest offered) from
Spirit
Journal in 2003. - page 51.
Please mark your support or provide page references in your
response
to the sections you rely upon for each specific statement.  Tell
us
whether the information you cite from these reports is publicly
available.  If not, you should obtain appropriate consent to cite
these reports in your filing.  To the extent you are unable to
provide support, please delete the qualitative and comparative
statement.  Revise throughout your prospectus as necessary.

Risk Factors, page 8
6. As currently drafted, many of the risk factors appearing in
this
section appear generic because the information could apply to many
companies in your industry or even in other industries.  Please
revise to specifically indicate how the stated risk applies to
your
company, or delete the following risk factors:

* Our growth may be limited if we do not generate sufficient
cash...,
page 8.

* Our growth strategy may strain our resources..., page 13.

* Consumer preferences are constantly changing..., page 13.

* Failure to maintain and/or strengthen our competitive
position...,
page 14.
7. Some of your risk factors describe multiple risks that should
be
included under separate subheadings, if considered material.  The
following risk factors should be revised accordingly:

* Our quarterly operating results have fluctuated in the past...,
page 11.

* The international nature of our business adds operating
risks...,
page 12.

* The market price for our common stock may be volatile..., page
17.

The market price for our common stock may be volatile..., page 17
8. Please remove the disclosure indicating securities analysts
will
cover your common stock.

Use of Proceeds, page 23
9. We note that you will use a portion of the proceeds to repay
debt
to former shareholders of your Irish subsidiaries.  Please set
forth
the interest rate and maturity of this indebtedness.  See
Instruction
4 to Item 504 of Regulation S-K.
10. We note that you will retain broad discretion in the
allocation
and use of the net proceeds.  You may reserve the right to change
the
use of proceeds, provided that such reservation is due to certain
contingencies that are discussed specifically and the alternatives
to
such use in that event are indicated.  See Instruction 7 to Item
504
of Regulation S-K.  Please revise accordingly.
Management`s Discussion and Analysis, page 32

Overview, page 32
11. Please provide a more detailed discussion of material
opportunities, risks and challenges in both the short and long
term
and the actions you are taking to address them.  Please see SEC
Release 33-8350.  For example, we note disclosure indicating your
selling expense, as a percentage of sales and per case, is
presently
high as compared to competitors.  Revise your disclosure as
appropriate.
12. We note that you develop and market branded spirits in several
market categories, including "certain other international
markets."
Please revise your disclosure to specifically identify the other
international markets to which you refer.

Results of Operations, page 37
13. Please revise your disclosure in this section to include Net
Income (Loss) for each period.
14. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
contributed
to the overall change in that line item.  For example, with
respect
to the increase in net sales from the three month period ended
June
30, 2004 as compared to the three month period ended June 30,
2005,
you should quantify the extent to which the commencement of your
U.S.
distribution relationship and global export agreement with respect
to
the Gosling`s rums; the addition of Pallini Limoncello; and a
continuation of increased case sales within your portfolio
contributed to the overall change.  Please also disclose the
extent
to which increases in net sales are attributable to price and/or
volume increases.  See Item 303(a) of Regulation S-K and SEC
Release
No. 33-8350.

Quarterly Results of Operations, page 39
15. Please revise to include appropriate note disclosure to
highlight
significant changes in corporate structure and other significant
transactions that impact comparability of the quarterly data.

Liquidity and Capital Resources, page 41
16. Please provide an analysis of any known trends and
uncertainties
that will result in or that are reasonably likely to result in a
material increase or decrease in your liquidity.  Please refer to
Item 303(a) of Regulation S-K and SEC Release No.  33-8350.
17. Please disclose whether you are currently in compliance with
the
financial covenants identified in this section.  Please also
discuss
the anticipated effect, if any, the public offering will have on
future compliance with the financial covenants described in this
section.

Gosling`s Export Venture, page 44
18. We note disclosure in the Use of Proceeds section indicating
that
you will use a portion of the net proceeds from the offering to
fund
capital commitments to your Gosling-Castle Partners on October 1,
2005.  Please revise your disclosure to discuss the source(s) of
funding this capital commitment since proceeds of the offering
were
not available for the October 1, 2005 payment.

Contractual Obligations, page 46
19. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  If you choose not to
include these payments, a footnote to the table should clearly
identify the excluded items and provide any additional information
that is material to an understanding of your cash requirements.
See
Section IV.A and footnote 46 to the Commission`s Management
Discussion and Analysis guidance issued December 19, 2003,
available
at www.sec.gov.

Business, page 48
Our Brands, page 50
20. Please revise to include a table that provides an itemization
of
your liquor brands and the percentage of sales each represents.
Competition, page 64
21. Please revise to clarify your disclosure indicating the major
companies in your industry are not positioned well to partner with
small to mid-size brands, which creates an opportunity for you.
22. We note that you compete on the basis of quality, price, brand
recognition and distribution strength. It would appear that your
competitors in the industry would also compete on the same basis.
Please explain your methods of competition in greater detail.  See
Item 101(c)(1)(x) of Regulation S-K.

Government Regulation, page 64
23. Please specifically identify the regulations to which you are
subject, and discuss in greater detail the material effects that
compliance may have upon capital expenditures, earnings and your
competitive position.  See Item 101(c)(xii) of Regulation S-K.

Management, page 66
24. The business experience of Mark Andrews for the past five
years
is unclear.  Please revise accordingly.  See Item 401(e) of
Regulation S-K.
25. We note that Messrs. Phelan and Rigney serve as consultants.
Please further discuss the nature of these consulting
arrangements.
Please disclose whether the terms of the agreements, including the
related fees, are no less favorable than those that the company
could
have obtained from unaffiliated third parties.
Security Ownership of Certain Beneficial Owners and Management,
page
83
26. Please identify the person(s) who have voting or investment
control over the securities owned by Mellon HBV SPV LLC, Black
River
Global Credit Fund, Lafferty Limited, CNF Investments,
Massachusetts
Mutual Life Ins. Company, and Carbery Milk Products Limited.

Description of Securities, page 86

Registration Rights, page 87
27. It appears that your Amended and Restated Warrant Agreement
with
Keltic Financial Partners, LP should be filed as a material
exhibit.
See Item 601(b)(10) of Regulation S-K.  Please revise or advise.

Shares Eligible for Future Sale, page 91

Lock-up Agreements, page 91
28. We note that Oppenheimer & Co. Inc., as representative of the
underwriters, may in its discretion waive the lock-up agreements.
Please further describe the circumstances that would cause the
representative to waive the lock-up agreements.  Also, tell us
what
factors Oppenheimer & Co. Inc. would take into consideration in
deciding whether to release any of the securities prior to the
expiration of the lock-up.
Underwriting, page 93

Underwriting Discount and Expenses, page 94
29. Please describe the non-accountable expense allowance to which
you refer and explain its purpose in the offering.

Reserved Share Program, page 95
30. We note that you will have a reserved share program for your
directors, officers, employees, business associates and related
persons.  Please tell us the mechanics of how and when these
shares
will be offered and sold to persons in your reserved share
program.
For example, please explain to us how you will determine the
prospective recipients of reserved shares, particularly those you
refer to as business associates and related persons.  Tell us when
and how they will indicate their interest in purchasing shares.
Also, please tell us how and when you and the underwriters will
contact the reserved share investors, including the type(s) of
communication you will use.  Further explain when the shares and
money will be exchanged and when the purchasers become committed
to
purchase their shares. Please provide a copy of all written
material
used in connection with the directed share program and analyze how
that material is consistent with Rule 134.  We may have further
comment upon receipt of your response.

Electronic Delivery, page 96
31. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale or distribution of the
shares and describe their procedures to us.  If you become aware
of
any additional members of the underwriting syndicate that may
engage
in electronic offers, sales or distributions after you respond to
this comment, promptly supplement your response to identify those
members and provide us with a description of their procedures.
Briefly describe any electronic distribution in the filing.
Also, in your discussion of your procedures, tell us how your
procedures ensure    that the distribution complies with Section 5
of
the Securities Act.  In particular:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
In addition, please tell us whether you or the underwriters have
any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement, and
provide
us with a copy of any written agreement.  Also provide us with all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into these
arrangements, promptly supplement your response.

Consolidated Balance Sheets, page F-3
32. Please revise your pro forma financial information in Note
1.D.
to include an introductory paragraph which briefly sets forth a
description of the transaction and the periods for which the pro
forma information is presented.  Refer to Rule 11-02(b)(2) of
Regulation S-X.
33. Please revise your pro forma financial information to present
in
columnar form, with separate columns presenting historical
results,
pro forma adjustments, and pro forma results.  Pro forma
adjustments
should be referenced to footnotes which clearly explain the
assumptions involved.  Refer to Rule 11-02(b) of Regulation S-X.
34. Please provide a pro forma statement of income for the latest
fiscal year and interim period included in the filing.  The pro
forma
financial information should be presented as if each of the
transactions to which you give pro forma effect occurred at the
beginning of the fiscal year presented.  We assume, at a minimum,
this would require adjustment to reflect the elimination of
interest
expense related to convertible notes to be exchanged for equity
upon
completion of the offering. Refer to Rule 11-02(c)(2)(i) of
Regulation S-X.

Consolidated Statements of Operations, page F-4
35. Please revise the other income/expense, net, line item to
present
other income and other expense as separate line items.  Net
presentation is generally not appropriate unless clearly
immaterial.
See paragraphs 7 to 9 of Rule 5-03(b) of Regulation   S-X.  Please
also disclose in a