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    CELSIUS
HOLDINGS, INC.

    140
NE 4th Avenue,
Suite C

    Delray
Beach, Florida  33483

    October
27, 2008

    Mr. John
Reynolds

    100 F
Street, N.E.

    Mail Stop
3561

    Washington,
DC  20549-7010

              Re:

              Celsius Holdings,
      Inc.

              Registration
      Statement on Form S-1

              Filed
      August 29, 2008

              File
      No. 333-153244

                  Dear
      Mr. Reynolds:

                  At
      the telephone request of the U.S. Securities and Exchange Commission, we
      are providing this amended letter to our original letter dated October 9,
      2008 in response to certain comments made in the Commission’s letter dated
      September 25, 2008 regarding the Company’s Registration Statement on form
      S-1 filed on August 29, 2008 (the “Registration
      Statement”).  We are providing the following letter
      containing our responses.

    General

              COMMENT
      1:

              Please
      provide us, with a view toward disclosure in the prospectus, with the
      total dollar value of the securities underlying the convertible Series A
      Preferred Stock and other convertible securities that you have registered
      for resale (using the number of underlying securities that you have
      registered for resale and the market price per share for those securities
      on the date of the sale of the Preferred and other convertible
      securities).

              RESPONSE:

              We
      have revised the Registration Statement to provide for a table with the
      total dollar value at the market price when issued of the securities
      underlying the convertible Series A Preferred Stock on page 10. No other
      convertible securities are being
registered.

              COMMENT
      2:

              Please
      provide us, with a view toward disclosure in the prospectus, with tabular
      disclosure of the dollar amount of each payment (including the value of
      any payments to be made in common stock) in connection with the
      transaction that you have made or may be required to make to any selling
      shareholder, any affiliate of a selling shareholder, or any person with
      whom any selling shareholder has a contractual relationship regarding the
      transaction (including any interest payments, liquidated damages, payments
      made to "finders" or "placement agents," and any other payments or
      potential payments). Please provide footnote disclosure of the terms of
      each such payment.

        1

              Further,
      please provide us, with a view toward disclosure in the prospectus, with
      disclosure of the net proceeds to the issuer from the sale of the
      Preferred and other convertible securities and the total possible payments
      to all selling shareholders and any of their affiliates in the first year
      following the sale of the Preferred and other convertible
      securities.

              RESPONSE:

              We
      have revised the Registration Statement to provide for a table with
      payments made, or that the Company may be required to make, in connection
      to the transaction in accordance with the Commission’s comment above on
      page 10. We have further revised the Registration Statement to provide a
      disclosure, on pages 10 and 11, of the net proceeds received by the
      Company from the sale of the Preferred and potential payments to be made
      within the first year following the sale of the
  Preferred.

              COMMENT
      3:

              Please
      provide us, with a view toward disclosure in the prospectus, with tabular
      disclosure of:

              •

              the
      total possible profit the selling shareholders could realize as a result
      of the conversion discount for the securities underlying the Preferred and
      other convertible securities presented in a table, with the following
      information disclosed separately:

              •

              the
      market price per share of the securities underlying the convertible
      securities on the date of sale of the convertible
    securities;

              •

              the
      conversion price per share of the underlying securities on the date of the
      sale of the convertible securities, calculated as
  follows:

              -

              if
      the conversion/exercise price per share is set at a fixed price, use the
      price per share established for the convertible securities;
      and

              -

              if
      the conversion price per share is not set at a fixed price and, instead,
      is set at a floating rate in relationship to the market price of the
      underlying security, use the conversion/exercise discount rate and the
      market rate per share on the date of the sale of the convertible
      securities and determine the conversion/exercise price per share as of
      that date;

              •

              the
      total possible shares underlying the convertible
    securities;

              •

              the
      combined market price of the total number of shares underlying the
      convertible securities, calculated by using the market price per share on
      the date of the sale of the convertible securities and the total possible
      shares underlying them; combined conversion/exercise price of the total
      number of shares underlying the convertible securities, calculated by
      using the conversion/exercise price on the date of the sale of the
      convertible securities and the total possible number of shares the selling
      shareholders may receive; and

        2

              •

              the
      total possible discount to the market price as of the date of the sale of
      the convertible securities, calculated by subtracting the total
      conversion/exercise price on the date of the sale of the convertible
      securities from the combined market price of the total number of shares
      underlying them on that date.

            If
      there are provisions in the Preferred or other convertible securities that
      could result in a change in the price per share upon the occurrence of
      certain events, please provide additional tabular disclosure as
      appropriate. For example, if the conversion/exercise price per share is
      fixed unless and until the market price falls below a stated price, at
      which point the conversion/exercise price per share drops to a lower
      price, please provide additional
disclosure.

              RESPONSE:

              We
      have revised the Registration Statement on page 11 to provide for a table
      with the following information:

              ·

              The
      potential profit based on the conversion discount calculations related to
      the Preferred;

              ·

              The
      market price per share of the securities underlying the Preferred on the
      date of sale of the convertible
securities;

              ·

              The
      conversion price per share of the underlying securities on the date of the
      sale of the Preferred, calculated as using the lowest possible conversion
      price;

              ·

              The
      total possible shares underlying the
Preferred;

              ·

              The
      combined market price of the total number of shares underlying the
      Preferred using the maximum number of shares;
  and

              ·

              The
      total possible discount to the market price as of the date of the sale of
      the Preferred.

                The
      conversion price of the Preferred is fixed at $0.08 per share of the
      Company’s Common Stock through March 8, 2009.  Thereafter, the
      conversion price is the higher of $0.08 and 90% of the prior 10 trading
      days volume weighted average price of the Company’s Common
      Stock.  This is disclosed as a footnote to the foregoing table
      on page 11 of the Registration Statement.  No additional
      convertible securities were sold or are being registered, therefore there
      are no other such provisions.

              COMMENT
      4:

              Please
      provide us, with a view toward disclosure in the prospectus, with tabular
      disclosure of:

              •

              the
      total possible profit to be realized as a result of any conversion
      discounts for shares underlying any other warrants, options, notes or
      other securities that are held by the selling shareholders or any
      affiliates of the selling shareholders, presented in a table with the
      following information disclosed
separately:

              •

              market
      price per share of the underlying securities on the date of the sale of
      that other security;

        3

              •

              the
      conversion/exercise price per share as of the date of the sale of that
      other security, calculated as
follows:

              -

              if
      the conversion/exercise price per share is set at a fixed price, use the
      price per share on the date of the sale of that other security; and if the
      conversion/exercise price per share is not set at a fixed price and,
      instead, is set at a floating rate in relationship to the market price of
      the

              -

              underlying
      security, use the conversion/exercise discount rate and the market rate
      per share on the date of the sale of that other security and determine the
      exercise price per share as of that
date;

              •

              the
      total possible shares to be received under the particular securities
      (assuming complete
conversion/exercise);

              •

              the
      combined market price of the total number of underlying shares, calculated
      by using the market price per share on the date of the sale of that other
      security and the total possible shares to be
  received;

              •

              the
      total possible shares to be received and the combined conversion price of
      the total number of shares underlying that other security calculated by
      using the conversion price on the date of the sale of that other security
      and the total possible number of underlying shares;
  and

              •

              the
      total possible discount to the market price as of the date of the sale of
      that other security, calculated by subtracting the total
      conversion/exercise price on the date of the sale of that other security
      from the combined market price of the total number of underlying shares on
      that date.

              RESPONSE:

              We
      have revised the Registration Statement to on page 11 to provide for a
      table with the following
information:

              ·

              The
      potential profit based on the conversion discount calculations related to
      the warrant to purchase additional 1,000 Preferred (the
      “Warrant”);

              ·

              The
      market price per share of the securities underlying the Warrant on the
      date of sale of the Preferred;

              ·

              The
      conversion price per share of the underlying securities of the Warrant on
      the date of the sale of the Preferred, calculated as using the lowest
      possible conversion price;

              ·

              The
      total possible shares underlying the
Warrant;

              ·

              The
      combined market price of the total number of shares underlying the Warrant
      using the maximum number of shares;
and

              ·

              The
      total possible discount to the market price as of the date of the sale of
      the Warrant.

              COMMENT
      5:

              Please
      provide us, with a view toward disclosure in the prospectus, with tabular
      disclosure of:

              •

              the
      gross proceeds paid or payable to the issuer in the Preferred and other
      convertible security transactions;

              •

              all
      payments that have been made or that may be required to be made by the
      issuer that are disclosed in response to comment
  two;

        4

              •

              the
      resulting net proceeds to the issuer;
and

              •

              the
      combined total possible profit to be realized as a result of any
      conversion discounts regarding the securities underlying the Preferred and
      any other convertible securities, and any other warrants, options, notes,
      or other securities of the issuer that are held by the selling
      shareholders or any affiliates of the selling shareholders that is
      disclosed in response to comment three and comment
four.

              Further,
      please provide us, with a view toward disclosure in the prospectus, with
      disclosure - as a percentage - of the total amount of all possible
      payments, as disclosed in response to comment two, and the total possible
      discount to the market price of the shares underlying the Preferred and
      other convertible securities, as disclosed in response to comment three,
      divided by the net proceeds to the issuer from the sale of the Preferred
      and other convertible securities, as well as the amount of that resulting
      percentage averaged over the term of the convertible
      securities.

              RESPONSE:

              We
      have revised the Registration Statement on pages 11 to provide for a table
      with the following information:

              •

              The
      gross proceeds paid or payable to the issuer in the Preferred and the
      Warrant transactions.

              •

              All
      payments that have been made or that may be required to be made by the
      issuer.

              •

              The
      resulting net proceeds to the
issuer.

              •

              The
      combined total possible profit to be realized as a result of any
      conversion discounts regarding the securities underlying the Preferred and
      the Warrant.

                The
      table labeled “The cost of financing can be shown as follows:” on page 11
      of the Registration Statement contains the following requested
      disclosures:

              ·

              Total
      discount and payments to be made as a % of net proceeds;
    and

              ·

              .Average
      over the term of the convertible securities the discount as a % of net
      proceeds

              COMMENT
      6:

              Please
      provide us, with a view toward disclosure in the prospectus, with tabular
      disclosure of all prior securities transactions between the issuer (or any
      of its predecessors) and the selling shareholders, any affiliates of the
      selling shareholders, or any person with whom any selling shareholder has
      a contractual relationship regarding the transaction (or any predecessors
      of those persons), with the table including the following information
      disclosed separately for each
transaction:

              •

              the
      date of the transaction;

        5

              •

              the
      number of shares of the class of securities subject to the transaction
      that were outstanding prior to the
transaction;

              •

              the
      number of shares of the class of securities subject to the transaction
      that were outstanding prior to the transaction and held by persons other
      than the selling shareholders, affiliate