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Mail Stop 3561

							October 6, 2005

Robert M. Brown
Chief Financial Officer
BabyUniverse, Inc.
5601 NW 9th Avenue, Suite 104
Fort Lauderdale, FL  33309

RE:	BabyUniverse, Inc.
	Item 4.01 Form 8-K filed October 5, 2005
            File No. 1-32577

Dear Mr. Brown:

          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.

          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 contact us at the telephone numbers
listed
at the end of this letter.

1. Please revise the first paragraph of Item 4.01(a) to state you
dismissed Lieberman, if true.  We do not believe the statement
that
you decided to discontinue the engagement of Lieberman satisfies
the
requirement of Item 304(a)(1) of Regulation S-K.

2. It appears the second paragraph of Item 4.01(a) only addresses
the
report of Lieberman for the most recent year.  Please revise to
clearly state if the reports for either of the past two years
contained a modification.  See Item 304(a)(1)(ii) of Regulation S-
K.

Robert M. Brown
BabyUniverse, Inc.
October 6, 2005
Page 2

      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
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.

	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
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action 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.

	As appropriate, please amend your filing and respond to these
comments within five business days or tell us when you will
respond.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides the representations
requested
above.  Please file the cover letter as correspondence on our
EDGAR
system.   Any questions regarding the above should be directed to
Robert Burnett, Staff Accountant, at (202) 551-3330, or in his
absence, to me at (202) 551-3841.

							Sincerely,

							Michael Moran
						            Branch Chief

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