December 8, 2004

Via Facsimile (401) 847-1506 and U.S. Mail
James M. DeAngelis
Sr. Vice President & CFO
Commodore Applied Technologies, Inc.
150 East 58th Street, Suite 3238
New York, New York 10155

	Re:	Commodore Applied Technologies, Inc.
Preliminary Proxy Statement on Schedule 14A
   		File No. 1-11871

Dear Mr. DeAngelis:

      We have reviewed your filing and have the following
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 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 numbers listed
at
the end of this letter.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

General
1. Disclose the number of record holders as of the most recent
practical date.  Please also tell us how the computation was made;
in
this regard we direct your attention to Phone Interp. M.30 of the
1997 Telephone Interpretations Manual that is available on our
website (www.sec.gov).

2. Please clarify whether the preferred shareholders have any
voting
rights and, if so, describe.

3. Please revise the beneficial ownership table to reflect the
number
of shares beneficially owned by officers and directors as a group.
It would also appear that the Shaar Group should be included in
the
beneficial ownership table as a 5% owner since, as described in
the
proxy statement, a change in control of the company may occur if
the
Shaar Group exercises their conversion privileges on the Preferred
Stock.

4. Please provide the information required under Item 404 of
Regulation S-K.

Proposal 1 - Election of Directors & Director Biographies
5. Please disclose whether the companies listed for each director
nominee are public companies.  If information about these
companies
is not publicly available, then briefly describe their operations.

Proposal 2
6. Please include the information required by Item 13 of Schedule
14A
and comply with Instruction 2 to Item 13 of Schedule 14A. Note
that,
since you are not S-3 eligible, this information may only be
incorporated by reference if the required information is delivered
to
shareholders in accordance with Item 13(b) of Schedule 14A.

7. Please include a prominent special considerations section
setting
forth the negative features of the transaction, e.g., that it may
force your equity holders to sell at a time not of their choosing
and
that the forced sale may be at a depressed market price.

8. Please explain why the board thinks this transaction is fair to
the shareholders being forced out at a time and price not of their
choosing.  Please disclose why the board settled upon the proposed
range for the reverse split.

9. You state that the board has discretionary authority to
implement
the reverse stock split and reserves the right, even after
stockholder approval, to forego the transaction. Please discuss
the
factors and circumstances that the board will consider in
determining
whether to adopt the proposal.

10. Please disclose the factors the board will consider in
determining when to effect the reverse split and whether the board
has in fact determined the timing of the split.

11. Please disclose in a table, assuming the approval of Proposal
2
(for both a 1-for-10 and a 1-for-20 reverse stock split), the
number
of common shares that will be:
* issued and outstanding,
* authorized and reserved  for issuance, and
* authorized but unreserved.

12. We note your disclosure that you believe the low per share
market
price of your common stock is due to the overall weakness in the
stock market.  Please describe the other factors that are
contributing to your low share price in light of the data in the
stock performance graph that shows an improvement in the stock
market

13. Please be more specific about the policies and practices that
discourage broker-dealers from dealing with low-priced stocks, if
you
are referring to the penny stock restrictions, then so state and
provide a brief description of those restrictions.

14. In light of your current share price, please disclose whether
your stock will likely be classified as penny stock following a
reverse split.

What is the Effect on Fractional Shares?
15. In the example in the second paragraph of this section you
state
that stockholders with fewer than four shares will be cashed out
in a
1-for-10 reverse split.  However, it would appear that holders
with
fewer than ten shares would be cashed out.  Please advise.

What is the Effect of the Reverse Stock Split on the Series E and
F
Convertible Preferred Stock?
16. You disclose under the section related to potential
disadvantages
to the transaction that the reverse stock split may not increase
the
price of your common stock. However, in these sections you
disclose
that there is no effect on the conversion of the Preferred Shares.
Please disclose that if the share price does not increase, the
Series
E and F Convertible Preferred Stock will convert into a larger
percentage of the outstanding shares and the effect on the company
and its shareholders.

Proposal 3
17. Please provide the accounting fees billed for each of the last
two fiscal years.

Securities Authorized for Issuance under Equity Compensation Plans
18. Please provide a description of the material features of the
plans that have not been approved by security holders.

Ten Year Option Repricings
19. Please include the new exercise price in the table.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings 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 direct questions to Brigitte Lippmann at (202) 942-
0755
or Chris Edwards at (202) 942-2842.  In this regard, please do not
hesitate to contact the undersigned at (202) 942-1950.

Sincerely,



Pamela A. Long
Assistant Director

??

??

??

??

James M. DeAngelis
Commodore Applied Technologies, Inc.
December 8, 2004
Page 4




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE