SecProbe.io

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<FILENAME>filename1.txt
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								December 23, 2005

By U.S. Mail and facsimile to (310) 676-5003

Mr. Frederic Scheer
President
Cereplast, Inc.
3421-3433 West El Segundo Boulevard
Hawthorne, CA  90250

	RE:  	Cereplast, Inc.
		Form 8-K Item 4.01
		Filed December 22, 2005
		File # 333-126378

Dear Mr. Scheer:

      We have reviewed your filing and have the following
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable.  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
number
listed at the end of this letter.

1. Amend your Filing to state whether the former accountant
resigned, declined to stand for re-election or was dismissed and
the date.  Refer to Item 304(a)(1)(i) of Regulation S-B.

2. Amend your Filing to indicate whether the board of directors
recommended or approved the decision to change accountants.
Refer
to Item 304(a)(1)(iii) of Regulation S-B.

3. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether the accountant`s reports on the financial statements for
either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles; and a
description of the nature of each such adverse opinion,
disclaimer
of opinion, modification or qualification.  Please revise your
filing to include this disclosure and to address the audit
reports
for years ended December 31, 2004 and 2003.  Include disclosure
of
the going concern paragraph included in the audit report that
was
filed in your Form SB-2 filed on July 5, 2005.
4. We note your disclosure that there were no disagreements with
your former accountant.  Revise your filing to disclose, if
true,
that there were no disagreements with your former accountant
during
the two most recent fiscal years (disclose specific years) and
through the actual date of change (interim period).  Refer to
Item
304(a)(1) of Regulation S-B.

5. Please file a letter from your former accountant, as Exhibit
16,
indicating whether or not they agree with your disclosures in
the
Form 8-K and disclose that you have requested this letter from
your
former accountant.  Refer to Item 304(a)(3) of Regulation S-B.

*  *  *  *  *

	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require.  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.

      In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that

* the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose
the
Commission from taking any action with respect to the filing;
and
* the company may not assert staff comments 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 our review of your
filing
or in response to our comments on your filing.

      Please file your supplemental response via EDGAR in
response
to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business
days to respond, you should contact the staff immediately to
request additional time.  You may wish to provide us with marked
copies of each amended filing to expedite our review.  Direct
any
questions regarding the above to the undersigned at (202) 551-
3739.

								Sincerely,

								Ryan Rohn
								Staff Accountant
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Mr. Frederic Scheer
Cereplast, Inc.
December 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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