Mail Stop 3561

                              December 30, 2005


Mr. Jerry Wong
Chief Financial Officer
Euro Tech Holdings Company Limited
18/F Gee Chang Hong Centre
65 Wong Chuk Hong Road, Hong Kong

      Re:	Euro Tech Holdings Company Limited
      Form 20-F for the Fiscal Year Ended December 31, 2004
      Filed July 14, 2005
      Form 6-K Filed December 8, 2005
      File No. 0-22113

Dear Mr. Wong:

      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.
In some of our comments, we may ask you to provide us with
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.


Form 20-F for the Fiscal Year Ended December 31, 2004

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.
Operating and Financial Review and Prospects, page 30

Operating Results, page 31

Results of Operations, page 32

Fiscal Year Ended December 31, 2004 Compared to Fiscal Year Ended
December 31, 2003, page 32

2. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, where you indicate that the
increase in revenues are from special project and engineering
department sales to water and power plants and increased revenues
from sales of Hioki products, expand your explanation to describe
how
you achieved the increased sales of Hioki products and how and why
special projects and engineering department sales to water and
power
plants increased.  Refer to Item 303(a) of Regulation S-K and SEC
Release No. 33-8350.

3. Please revise the discussion of your results of operations to
indicate whether the changes represent trends expected to continue
into the future.  Also discuss any other known trends, demands,
commitments, events or uncertainties that will, or are reasonably
likely to have a material effect on financial condition, liquidity
and/or operating performance.  Furthermore, discuss any key
performance indicators that are used to manage the business and
would
be material to investors.  Refer to Item 303(a) of Regulation S-K
and
SEC Release No. 33-8350.

Controls and Procedures, page 64

4. Please correct the Exchange Act Rule reference.  Exchange Act
Rules 13a-15(e) and 15d-15(e) define disclosure controls and
procedures, not Rules 13a-14(c) and 15d-14(c).

5. Please disclose whether there were any changes in your internal
control over financial reporting during your fiscal year (not
subsequent to the date of the evaluation) that have materially
affected, or are reasonably likely to materially affect your
internal
control over financial reporting.

Financial Statements, page F-1

6. Please provide Schedule II - Valuation and Qualifying Accounts
for
the activity in your allowance for doubtful debts and allowance
for
sales returns, if any.  Alternatively, you may provide such
disclosure in the notes to the financial statements.  Refer to
Rules
5-04 and 12-09 of Regulation S-X.
7. Please tell us whether your equity interests in Yixing Pact
Environmental Technology Co., Ltd or Pact Asia Pacific Limited
represent significant equity method investees that require
separate
financial statements to be filed.  Please also provide us with a
copy
of your significance test analysis performed.  Refer to Rule 3-09
of
Regulation S-X.

Consolidated Balance Sheets, page F-3

8. Please tell us and disclose what the line items "bills
receivable"
and "bills payable" represent.

Form 6-K Filed December 8, 2005

9. We note that PricewaterhouseCoopers (PwC), your certifying
registered accounting firm, has resigned.  Please tell us whether
there were any disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure.  If so, describe each disagreement, state
whether
any audit or similar committee of the board of directors, or the
board of directors discussed the subject matter with PwC.
Additionally, tell us whether you have authorized PwC to respond
fully to the inquiries of the successor accountant concerning the
subject matter of the disagreements and, if not, describe the
nature
of any limitation and the reasons for those limitations.

Additionally, please tell us specifically whether PwC has advised
you
of any of the following:

* That your internal controls necessary to develop reliable
financial
statements do not exist;
* That information has come to the PwC`s attention that has led it
to
no longer be able to rely on your representations, or that has
made
it unwilling to be associated with the financial statements you
prepared;
* That the scope of the audit needs to expand significantly; and
* Whether information has come to PwC`s attention that it has
concluded materially impacts the fairness or reliability of a
previously issued audit report and whether the issue has not been
resolved to PwC`s satisfaction prior to resignation.


*      *      *      *      *


      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 information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your response to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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
disclosure 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 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.

		You may contact Yong Kim at (202) 551-3323 or William
Thompson at (202) 551-3344 if you have any questions regarding
these
comments.  Please contact me at (202) 551-3716 with any other
questions.


							Sincerely,



							William Choi
							Branch Chief

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Mr. Jerry Wong
Euro Tech Holdings Company Limited
December 30, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE