SecProbe.io

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December 20, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (303) 468-4266

Randy Gress
Chief Executive Officer and Director
Innophos, Inc.
Innophos Investments Holdings, Inc.
259 Prospect Plains Road
Cranbury, New Jersey 08512

Re: 	Innophos, Inc.
	Registration Statement on Form S-4 and Amendment No. 1
Filed November 23, 2005 and November 28, 2005
	File No. 333-129951
Innophos Investments Holdings, Inc.
Registration Statement on Form S-4 and Amendment No. 1
Filed November 23, 2005 and November 28, 2005
File No. 333-129954

Dear Mr. Gress:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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 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.

General

1. The following comments are keyed to disclosure in the Form S-4
and
S-4/A for Innophos, Inc, file no. 333-129951.  Please also address
these comments and revise the Form S-4 and S-4/A for Innophos
Investments Holdings, Inc., file no. 333-129954, as applicable.
Where this letter requests supplemental confirmation, please
provide
such confirmation for each filing.

2. Please confirm supplementally that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

3. We note your reference to the third party appraisal firm
throughout your filing.  Please name the expert and provide their
consent as required by Section 436(b) of Regulation C or delete
your
reference to them.

Cover Page

4. To the extent additional subsidiaries of the company come into
existence and are made guarantors on the exchange notes prior to
the
effectiveness of this registration statement, we assume you will
update the facing page, the signature pages, and financial
statements
to reflect the additional guarantors.  Please note that guarantors
added following effectiveness of this Form S-4 will require a new
registration statement to be filed to register the additional
guarantees.

5. As currently represented, the offer could be open for less than
20
business days due to the 5:00 p.m. expiration time instead of an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement.  See Question and Answer
Eight
in Exchange Act Release No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at least through midnight on the
twentieth business day.  See Rule 14d-1(g)(3).

Table of Contents, page i

6. Please revise your table of contents to include a specific
listing
of the risk factors section, as required by Item 502(a) of
Regulation
S-K.

Prospectus Summary, page 1

7. We note your discussion of Market and Industry Data on page 30.
Please supplementally provide us with copies of the information
from
third party sources on which you base statements in the
prospectus.
Please tell us whether you believe these materials are the most
recent materials on the subject by the authors.  In addition,
please
tell us whether they have been made available to the public,
without
payment of subscription or similar fees or whether they were
prepared
for you.  We reference as an example your statement regarding the
size of the specialty phosphate market size in 2003 on page 2.

8. We note your summary contains a lengthy description of the
company`s competitive strengths, business strategy, and "purpose
of
the exchange offer."  Further, we note virtually identical
disclosure
of the company`s competitive strengths and "purpose of the
exchange
offer" appears later in the prospectus.  In the summary, you are
to
carefully consider and identify those aspects of the offering that
are the most significant and determine how to best highlight those
points in clear, plain language.  The summary should not include a
lengthy description of the company`s business and business
strategy.
This detailed information is better suited for the body of the
prospectus.  If you want to highlight key aspects of your business
strategy, consider listing these in a bullet-point format, with
one
sentence per bullet point.  See Item 503(a) of Regulation S-K and
part IV.C. of Securities Act Release No. 7497.

Purpose of the Exchange Offer, page 6

9. Your discussion in the second paragraph appears to repeat most
of
the information disclosed on page 33.  Please revise to summarize
the
information concerning the liquidated damages in a manner to
facilitate a reader`s understanding.  Consider using bullet points
to
highlight the filing deadlines you missed and the resulting
damages
you incurred.

Summary of the Exchange Offer, page 7

10. We note the disclosure indicating that you will issue new
notes
or return any old notes not accepted for exchange "as promptly as
possible" after expiration or termination of the offer.  Rule 14e-
1(c) requires that you exchange the notes or return the old notes
"promptly" upon expiration or termination of the offer, as
applicable.  Please revise here and throughout the document, as
necessary.

The New Notes, page 9

11. Please revise your summary discussion of guarantees of the new
notes to reflect that the notes are only guaranteed by your
Innophos
Mexico Holdings, LLC subsidiary.  If the notes are guaranteed by
other existing subsidiaries, you must amend your registration
statement to name these subsidiaries and register these
guarantees.
Please make corresponding revisions throughout your filing,
including
your cover page.

Risk Factors, page 15

12. You list a variety of risks that could apply to any company
with
international operations.  Describe with greater specificity the
risks that arise from your operations in your specific foreign
markets.  What are the company`s material risks?

Risks Related to the Notes, page 15
Our substantial leverage may impair our financial condition . . .,
page 15

13. We note disclosure of your susceptibility to interest rate
fluctuations due to your substantial variable rate debt.  Please
revise to indicate how much your interest expense will increase
for
each 1% increase in interest rates.

We will require a significant amount of cash. . . , page 16

14. Please state your current annual debt service payment
obligations.

Covenant restrictions under our indebtedness . . ., page 17

15. We note the cross-default provisions of your other
indebtedness
here and under  your discussion of the risks presented by a change
of
control on pages 18-19, as well as the cross-default and
acceleration
provisions of the Indenture, as discussed on pages 117-18.  Please
add a risk factor to discuss the applicability of cross-default
and
acceleration provisions in your other debt instruments to the
Indenture under which the exchange notes are issued, as well as
the
company`s ability to repay all accelerated indebtedness, including
the exchange notes, simultaneously.

16. Please confirm to us supplementally that you are in compliance
with all of the terms of your outstanding debt and required
ratios.
In the event you are not in compliance, please disclose the terms
you
do not meet and the potential consequences.

Risks Related to the Company, page 19
We have identified in our operations material weaknesses in our
internal controls over financial reporting . . ., page 22

17. Please revise your discussion of disclosure controls and
procedures and internal control over financial reporting to
indicate
that as a first-time registrant, you are not currently subject to
Exchange Act rules implementing Section 404 of Sarbanes-Oxley.  If
you conclude that the results of your assessments present a
material
risk to investors on a going-forward basis, revise your discussion
to
explain that you will become a reporting company subject to the
rules
implementing Section 404 as a result of this offering, the
consequences of those rules, and the risk(s) they and/or
previously
identified weaknesses present to investors.  In revising your
discussion, please note that disclosure controls and procedures
and
internal controls over financial reporting are separate, albeit
related, concepts.  Refer to Items 307 and 308 of Regulation S-K.
For additional information on internal controls over financial
reporting, refer to the Staff Statement on Management`s Report on
Internal Controls Over Financial Reporting (May 16, 2005),
available
on the Commission website at www.sec.gov.

18. We note your disclosure in the second paragraph on page 23
that
the company is developing an action plan to address "the material
weaknesses noted above."  Please revise to describe these material
weaknesses with more specificity.  We note your reference to
"control
deficiencies as noted in our 10-K report field with the Trustee
under
our Indenture."  Please revise to describe these control
deficiencies
here and delete the reference to a document that you do not
incorporate by reference.

19. We note your list of actions that you are taking to enhance
the
reliability and effectiveness of your control procedures.  Please
disclose with more specificity whether or not the company has
remediated the material weaknesses.  If the material weaknesses
have
not been remediated, please disclose more fully when and how the
company expects to do so.  Please explain in more specific detail
the
steps you have taken (or plan to take) and procedures you
implemented
(or plan to implement) to correct the material weaknesses you
identify.

We may be held liable for certain tax claims . . ., page 24

20. We note virtually identical disclosure of the substance of the
individual proceedings on pages 51 and 52, and in legal
proceedings
on pages 78 and 79.  Please revise this risk factor to concisely
state the risks presented to investors by these tax claims.

As a U.S. corporation, we are subject to the Foreign Corrupt
Practices Act . . ., page 28

21. Please revise to present this risk with more specificity.  For
example, have there been any determinations that you have violated
the FCPA?

Due to the nature of our business and products, we may be liable
for
damages based on product liability claims, page 29

22. If relevant, please revise the discussion presented in this
risk
factor to state whether you or your predecessor have been subject
to
product liability claims.  For example, have you or your
predecessor
had any material product liability claim settlements within the
past
three years?  Is Innophos currently subject to any potentially
material product liability claims?  Risk factors that are so vague
or
speculative that they could apply to any company should be
deleted.

Forward Looking Statements, page 31

23. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer or with an
initial
public offering.  See Section 27A(b)(2)(C), (D) of the Securities
Act
and Section 21E(b)(2)(C), (D) of the Exchange Act.  Therefore,
please
delete the reference to the safe harbor or state explicitly that
the
safe harbor protections it provides do not apply to statements
made
in connection with the offer.  Please delete the risk factor
discussing forward-looking statements that begins on page 29 in
its
entirety.

The Exchange Offer, page 33

24. We note your disclosure on page 35 in the paragraph that
precedes
"Procedures for Tendering Old Notes Through Brokers and Banks."
Please advise us as to how oral notice of any delay in acceptance,
extension, termination, or amendment is reasonably calculated to
reach registered holders of outstanding notes or otherwise
satisfies
the requirements of Rule 14e-1(d).  In addition, please confirm
that,
in the case of an extension, any press release or other public
announcement you undertake to make will disclose the approximate
number of Old Notes tendered to date.

Unaudited Pro Forma Statements of Operations, page 41

25. We note that you are using a weighted average life of the
total
increase in identifiable intangible assets to calculate pro forma
amortization expense.  Based on the disclosure in note 1 that
identifies a weighted average life for each identifiable
intangible
group, please provide us with your calculation of the annual
amortization for each identifiable intangible asset group.  Refer
to
Article 11-02(b)(6) of Regulation S-X for guidance.

26. Please revise note 4 to state why you have not included an
adjustment for the Transition Services Agreement, including the
amounts you are required to pay under this agreement.  Refer to
Article 11-02(b)(5) of Regulation S-X for guidance.

27. Please revise your disclosure in note 4 to explain how you
determined the Pharma-calcium phosphates sales agency agreement
related to the administrative and selling expense results in a
decrease to SG&A.  Refer to Article 11-02(b)(6) of Regulation S-X
for
guidance.

28. Please revise your disclosure in note 4 to explain how you
determined the impact of increasing the fair value of property,
plant
and equipment with purchase accounting results in a decrease to
depreciation and amortization expense included in SG&A.  Refer to
Article 11-02(b)(6) of Regulation S-X for guidance.

29. We note that your term loan facility is based on a variable
interest rate.  As such, please disclose the effect on income of a
1/8 percent variance in interest rates.  Refer to Article 11-
02(b)(8)
for guidance.

Selected Financial and Other Data, page 45

30. For periods August 14, 2005 - December 31, 2004 and August 14,
2004 - September 30, 2004, please remove the less than one-to-one
coverage and only disclose the dollar amount of the deficiency.
Refer Item 503 of Regulation S-K for guidance.

Management`s Discussion and Analysis of Financial Condition And
Results of Operations, page 47
Critical Accounting Policies and Estimates, page 48

31. We note your disclosure that your bi-carbonate plant at
Chicago
Heights is currently idle.  In addition, you have an agreement
with
Rhodia for a 5-year option to lease the plant for 10 years an no
cost.  As such, it appears that there is an uncertainty regarding
your ability to recover the carrying value of this plant.  Please
disclose the carrying value of this plant within your valuation of
goodwill and long-lived assets section, including a description of
the plant`s future operational status.  Refer to Item 303,
Instruction 3 to Paragraph 303(A) of Regulation S-K for guidance.
Please also tell us how you determined this plant is not impaired
under SFAS 144.

Claims and Legal Proceedings, page 51

32. We note that for the Mexican Tax Claims, Mosaic remedial
investigation and clean-up, and Mexican Water Recycling System
issues, you are/may be seeking indemnification by Rhodia, S.A.  We
also note Rhodia has reported a significant amount of debt with
negative stockholders` equity as of September 30, 2005 and
December
31, 2004, net loss for its nine-months ended September 30, 2005
and
fiscal years 2004 and 2003, and negative operating cash flows for
the
three fiscal years ended December 31, 2004.  As such, please
included
disclosure regarding management`s assessment of the probability
that
Innophos will incur a loss due to Rhodia`s