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                             SHEARMAN & STERLING LLP

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cjones@shearman.com                                                     NEW YORK
                                                                           PARIS
                                                                            ROME
                                 April 19, 2005                    SAN FRANCISCO
                                                                       SAO PAULO
                                                                       SINGAPORE
                                                                           TOKYO
                                                                         TORONTO
                                                                WASHINGTON, D.C.

Via EDGAR Transmission
----------------------

H. Roger Schwall
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Mastellone Hermanos S.A.
Registration Statement on Form F-4 (File No. 333-122268)

Ladies and Gentlemen:

     On behalf of our client, Mastellone Hermanos S.A. (the "Company"), set
forth below are responses to the comments of the Staff of the United States
Securities and Exchange Commission (the "Commission") received by letter dated
April 12, 2005 on the Amendment No. 1 ("Amendment No. 1") to the registration
statement on Form F-4 (the "F-4") relating to the proposed exchange offer (the
"Exchange Offer") by the Company of its outstanding 8% Collateralized Senior
Notes due 2012, Series A-1 and Series B-1 for its 8% Collateralized Senior Notes
due 2012, Series A-2 and Series B-2, respectively.

     The Company's responses to the Commission's comments are set forth below in
paragraphs that correspond to the numbered paragraphs of the Commission's
letter. Please note that the page references in the Commission's comments
included below correspond to the page numbers of the Amendment No. 1 as filed on
March 29, 2005 and page references in the responses of the Company correspond to
the number of the Amendment No. 2 to the F-4 that accompanies this letter. We
enclose copies of Amendment No. 2 to the F-4 marked to show changes in the
filing accompanying this letter from Amendment No. 1, which was filed with the

                                       1

Commission on March 29, 2005. Unless otherwise defined herein capitalized terms
used below have the meanings provided in the prospectus (the "Prospectus")
included in the F-4.

     On behalf of the Company, we advise you as follows:

General
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     1.   We remind you to make parallel changes to all affected disclosure.

          Response to Comment No. 1: The Company has revised the F-4 to reflect
     the Commission's comments.

     2.   In response to our prior comment 12 you provided on a supplemental
          basis, materials that you identify as supportive of statements made in
          the prospectus. However, the submissions filed on EDGAR as
          correspondences and the courtesy copies mailed to us were incomplete.
          For example, in your response, you reference pages that were not
          located in the submission provided to us (i.e. a reference to page 5
          of Annex B, which Annex B contained only 4 pages). We note also that
          the material provided were in Spanish and were not clearly marked to
          indicate the portion of the document that provided the support for the
          statement identified in our prior comment. Although we were able to
          discern the bases of support for certain statements, we were unable to
          locate the support for statements you assert were located in Annex B
          and Annex C of the materials provided. Consequently, we reissue our
          prior comment 12. To expedite our review, please ensure that future
          submissions are clearly marked, include all pertinent pages, are
          translated into English, and are accurately identified in the response
          letter.

          Response to Comment No. 2: The Company has provided English
     translations of the prior Annex A, Annex B and Annex C with this letter and
     has included the comments from the prior response letter below with revised
     page numbers.

          o    you are the leading processor and distributor of fresh dairy
               products in Argentina;

               The Company has revised this language on pages 1 and 66 to read
               as follows: "We are the leading processor and distributor of
               fresh dairy products in Argentina, ranking first in market share
               in fluid milk, cream and butter, according to market surveys made
               by CCR Market Knowledge, an Argentine market research company."

               Attached hereto as Annex A is the January 2005 report from of CCR
               Market Research. The Company ranked first in terms of sales and
               volume in fluid milk, fresh milk, cream, butter and dulce de
               leche. Please see the following pages of Annex A for the
               following market shares: fluid milk (pages 2 and 9), cream (pages
               5 and 12), butter (pages 6 and 13).

                                       2

          o    "According to several independent marketing surveys conducted
               over the last few years, our La Serenisima brand has consistently
               ranked among the leaders in brand image among all consumer brands
               in Argentina, ranking first in 2004, according to surveys made by
               Clarin, an Argentine newspaper."

               Attached hereto as Annex B is an article from Clarin published on
               January 23, 2005 that ranks "La Serenisima" first. See the tables
               on pages 1 and 6 of Annex B. See also in Annex C the tables on
               pages 1 and 3.

          o    "[w]e believe our products are recognized throughout Argentina
               for their consistently superior quality...,";

               The Company has revised this language on page 67 to read as
               follows: "We believe that our products are recognized throughout
               Argentina for their consistently superior quality, as recognized
               by different market surveys, such as one made in 2005 by CEOP, an
               Argentine research firm and Apertura, an Argentine magazine."

               Attached hereto as Annex C an article from the March 2005 edition
               of the magazine Apertura in which it ranks La Serenisima, the
               Company's brand, as number 6 in 2005 and listed it number 3 in
               2004. See the table on page 3 of Annex C.

          o    "[w]e believe we have created the most extensive and efficient
               distribution network for dairy products in Argentina...,";

               The Company has revised this language on page 67 to read as
               follows:

               "We believe that we have created an extensive and efficient
               distribution network for dairy products in Argentina."

          o    "[w]e believe that our General Rodriguez complex...is the most
               advanced large-scale milk processing facility in Latin America";
               and

               The Company has deleted this statement.

          o    you enjoyed, as of the fiscal year ended December 31, 2003 and
               the nine-month period ended 2004, market shares of approximately
               56.6% and 57.8%, respectively, of the Argentine fluid milk market
               in terms of physical volume.

               The Company has revised the 2004 market share to be 56.6%. These
               numbers are based on the January 2005 report from of CCR Market
               Research attached hereto as Annex A. Please see page 9 for the
               market share of fluid milk.

Prospectus Cover Page
---------------------

     3.   Please correct the caption on the top of the page to disclose that you
          are offering to exchange new Series B-2 notes for outstanding Series
          B-1 notes, or advise.

                                       3

          Also, ensure that references to the "old" and "new" notes are
          consistent throughout the prospectus. Refer, for example, to the
          revised text at the top of page 2.

          Response to Comment No. 3: The Company has revised the Prospectus
     Cover Page and page 2 of the F-4 to reflect the Commission's comments. The
     Company has also reviewed and revised the rest of the F-4 to reflect the
     Commission's comments.

Management's Discussion and Analysis of Financial Condition, page 42
--------------------------------------------------------------------

     Critical Account Policies, page 44
     ----------------------------------

     4.   We note your revised critical accounting policy disclosures on page 44
          regarding "estimates of carrying values of assets and liabilities".
          Please remove all such general discussions. Critical accounting
          policies should present your analysis of the uncertainties involved in
          applying a particular principle at a given time or the variability
          that is reasonably likely to result from a particular principle over
          time. Additionally, remove the statement that you design your
          assumptions using a "conservative approach" to have a "reasonable
          cushion" for your estimates.

          Response to Comment No. 4: The Company has revised this section to
     reflect the Commission's comments.

     5.   We note your response to prior comment 28. Please expand your proposed
          disclosure to include quantitative analyses of the sensitivities of
          your accounting estimates and assumptions. Refer to FRC 501.14. for
          further guidance.

          Response to Comment No. 5: The Company has revised this section to
     reflect the Commission's comments.

Our Business, page 66
---------------------

     Principal Production Facilities, page 73
     ----------------------------------------

     6.   Provide support for your belief that the General Rodriguez plant is
          "one of the largest dairy processing facilities in the world and the
          largest...in Latin America," or revise the statement accordingly.

          Response to Comment No. 6: The Company has deleted this statement.

Financial Statements, page F-1
------------------------------

     General
     -------

     7.   We note several adjustments to line items in your consolidated balance
          sheet as of December 31, 2003 and in your consolidated statements of
          operations and cash flows for the year ended December 31, 2003. For
          example, the line item "Net sales" on page F-53 changed from 1,130,099
          in your Form F-4 filed on January

                                       4

          25, 2005 to 1,132,141 in your Form F-4 filed on March 29, 2005.
          Supplementally tell us why line item adjustments were necessary.

          Response to Comment No. 7: The Company, as explained in Note 4 e) 1)
     to the consolidated financial statements, adopted Technical Resolution No.
     21 in 2004 and consolidated a subsidiary, ConSer Promotora y Asesora de
     Seguros S.A. (C-PAS). The Company, as allowed in Technical Resolution No.
     21, retroactively restated the consolidated financial statements for the
     year ended December 31, 2003 to also consolidate the accounts of C-PAS.
     C-PAS was not consolidated before the adoption of Technical Resolution No.
     21, due to the difference in its type of business (insurance brokerage) in
     comparison with the rest of companies. The effect of consolidating C-PAS is
     not material for our consolidated financial statements. The several
     adjustments noted by the Staff to line items in the Company's consolidated
     financial statements as of December 31, 2003, were attributable to the
     adoption of Technical Resolution No. 21.

     Report of Independent Registered Public Accounting Firm, page F-2
     -----------------------------------------------------------------

     8.   The audit report included for Becher Lichentstein & Asociados should
          make reference to its international affiliation to BDO. See Item V.A.,
          "Audit Report Signature Requirements", of the International Reporting
          and Disclosures Issues in the Division of Corporation Finance at
          http://www.sec.gov/divisions/corpfin/internatl/
          cfirdissues1104.htm#P349_51770. Please have your auditors revise
          accordingly.

          Response to Comment No. 8: Due to an error during the conversion
     process to EDGAR, the header and the footer included in auditors' report
     was omitted in the version that was filed through EDGAR. Please see
     modified version of the F-4 that includes the footer, indicating Becher
     Lichtenstein & Asociados international affiliation to BDO International.

     Note 5 - Breakdown of Main Accounts, page F-25
     ----------------------------------------------

          Deferred Income Taxes, page F-28
          --------------------------------

     9.   Supplementally explain the item identified as "adjustment to present
          value" included in your analysis of deferred tax liabilities and tell
          us how your accounting for this adjustment is in accordance with U.S.
          generally accepted accounting principles.

          Response to Comment No. 9: An exchange of debt instruments with
     substantially different terms is considered an extinguishment of debt under
     Argentine GAAP as explained in Note 1 e) 2) to the consolidated financial
     statements. Accordingly, the carrying value of the old debt instrument was
     derecognized from the Company's consolidated balance sheet and the new debt
     instrument was initially recorded at fair value (that is, the present value
     of the new debt instrument) with the difference recognized as gain or loss
     on debt extinguishment. The fair value of the new debt instrument is
     adjusted at each balance sheet date to reflect changes in its fair value.

          Under Argentine income tax regulations, the tax basis for the new debt
     instrument is its face (or nominal) amount and not its fair value.
     Accordingly, the gain from extinguishment of debt recognized by the Company
     representing the difference between the face (or nominal) amount of the new
     debt instrument and its fair value (or present value) was not subjected to
     income tax at the time of the exchange but is rather subject to income tax
     over the remaining term of the new debt instrument. Accordingly, the
     Company recognized the tax effect for the difference in basis as a deferred
     tax liability and presented such in the analysis of deferred tax
     liabilities in line item "adjustment to present value".

          The adjustment identified as "adjustment to present value"