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      CELSIUS
HOLDINGS, INC.

      140
NE 4th Avenue,
Suite C

      Delray
Beach, Florida  33483

      November
18, 2008

      Mr. John
Reynolds

      100 F
Street, N.E.

      Mail Stop
3561

      Washington,
DC  20549-7010

                 Re:

              Celsius Holdings,
      Inc.

                Amendment
      No. 1 to Form S-1

                Filed
      October 9, 2008

                File
      No. 333-153244

      Dear Mr.
Reynolds:

      At the
request of the U.S. Securities and Exchange Commission, we are providing this
letter in response to certain comments made in the Commission’s letter dated
November 7, 2008 regarding the Company’s Amendment No. 1 to Form S-1 filed on
October 9, 2008 (the “Registration
Statement”).  We are providing the following letter containing
our responses.

      Exhibits

              COMMENT
      1:

                The
      legal opinion should cover all 42,434,016 shares to be issued in the
      offering. Please revise accordingly.

                RESPONSE:

                The
      legal opinion will be revised to cover all 42,434,016 shares when we file
      a new amendment to Form S-1. If there are no further changes, an amended
      S-1 will be filed before going
effective.

                COMMENT
      2:

                We
      are reviewing your response to prior comment 15. In that regard, please
      quantify the number of shares outstanding held by non-affiliates at the
      time of the securities purchase agreement, and quantify the maximum
      possible number of shares that may be acquired by Golden Gate Investors.
      Also, to help us understand the table provided in response to prior
      comment 15, please provide a brief narrative explaining the steps and
      timing of a partial conversion, including the timing of cash and stock
      transfers. We may have further
comment.

                RESPONSE:

                The
      number of shares outstanding held by non-affiliates at the time of the
      securities purchase agreement with Golden Gate Investors was
      48,869,466.  Pursuant to the convertible debenture, the maximum
      number of shares that could be acquired by Golden Gate Investors was set
      at 4.99% of the issued and outstanding Common Stock.  This
      amount could be increased to 9.99% of the issued and outstanding Common
      Stock upon 60 days written notice. It should be noted that this was not an
      absolute right as the Company could reject any conversion of the Debenture
      into Common Stock if the volume weighted average price of the Common Stock
      was less than $0.20 and repay such portion of the Debenture in
      cash.  The actual maximum number of shares that could
      potentially be issued to Golden Gate Investors  would
      necessarily fluctuate as the number of the Company’s issued and
      outstanding stock increased or decreased; however, it could not be greater
      than 9.99% of the issued and outstanding Common
  Stock.

                The
      steps and timing of a partial conversion of the Debenture by Golden Gate
      Investors is as follows:

                ·

                Golden
      Gate Investors provides the Company with a written “Debenture Conversion
      Notice” specifying the amount of principal of the Debenture that is to be
      converted into Common Stock

                ·

                The
      Company verifies that it has received cash consideration for the Debenture
      in at least the amount of the requested principal to be converted (below
      find the dates and amounts paid by Golden Gate Investors for this
      transaction):

              12/24/2007
              $250,000

              6/23/2008
              $250,000

              7/21/2008
              $250,000

              7/31/2008

      $50,000

              8/20/2008
              $250,000

              9/24/2008
              $250,000

                ·

                Within
      two (2) business days from receipt of the Debenture Conversion Notice
      (provided the Company has received the required amount of cash
      consideration) the Company:

                -

                Calculates
      the Conversion Price based on the 20 day volume weighted average prices of
      the Common Stock; and

                -

                Delivers
      a written “Issuance Resolution” to its transfer agent instructing the
      transfer agent to issue the appropriate number of shares to Golden Gate
      Investors

                ·

                Following
      receipt of the Issuance Resolution, the transfer agent transmits physical
      or electronic form shares to Golden Gate
  Investors

      We trust
that this response satisfactorily responds to your request.  Should
you require further information, please contact Roger L. Shaffer, Esq. at (561)
862-5535 or myself at (561) 276-2239.

      Very
truly yours,

      /s/ Jan
Norelid

      Jan
Norelid

      Chief
Financial Officer