Room 4561

	September 20, 2005

Mr. Kenneth W. Bell
Chief Executive Officer
Pacific WebWorks, Inc.
180 South 300 West, Suite 400
Salt Lake City, Utah 84101

Re:	Pacific WebWorks, Inc.
	Registration Statement on Form SB-2 filed August 31, 2005
	File No. 333-127995

	Form 10-KSB for the year ended December 31, 2004
	Forms 10-QSB for the quarters ended March 31, 2005 and June
30,
2005
	File No. 0-26731

Dear Mr. Bell:

      This is to advise you that we have limited our review of the
above filings to the matters addressed in the comments below.  No
further review of the filings has been or will be made.  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 supplemental
information so we may better understand your disclosure.  Please
respond to our comments on the periodic reports no later than 10
business days from the date of this letter.  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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form SB-2

Selling Stockholders, page 28

1. Please disclose the natural persons who exercise the voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by your selling securityholders that are non-reporting
entities.  Please see Interpretation I.60 of our July 1997 Manual
of
Publicly Available Telephone Interpretations and Interpretation 4S
of
the Regulation S-K portion of the March 1999 Supplement to our
July
1997 Manual of Publicly Available Telephone Interpretations.

2. It does not appear that any selling securityholder is a
registered
broker-dealer.  Please confirm.  Please disclose whether any
selling
securityholder is an affiliate of a registered broker-dealer.  If
a
selling securityholder is an affiliate of a registered broker-
dealer,
please expand the prospectus disclosure to indicate whether such
selling securityholder acquired the securities to be resold in the
ordinary course of business.  Also indicate whether at the time of
the acquisition such selling securityholder had any agreements,
understandings or arrangements with any other persons, either
directly or indirectly, to dispose of the securities.

Transactions Related to the Selling Stockholders, page 29

3. We note your disclosure regarding the sale of 3,630,000 shares
of
common stock to certain investors in December 2004 as well as the
registration of 5,130,000 shares of common stock for resale by
such
investors.  We further note your disclosure that such investors
acquired additional shares in subsequent transactions with private
parties.  Please revise to better explain the nature of these
"subsequent transactions."  In this regard, we note that while
your
current disclosure provides investors with information regarding
the
majority of the shares being registered, it includes no disclosure
regarding the additional 1,500,000 shares that were purchased in
"subsequent transactions."  Please revise accordingly.

Exhibit 5.1. Opinion of Cindy Shy, P.C.

4. We note counsel`s opinion that the shares being registered,
"when
issued in accordance with the terms set forth in the Registration
Statement, will be validly issued, fully paid, and non-
assessable."
It appears to be the case, however, that certain of the shares of
common stock being registered are currently issued and
outstanding.
It also appears to be the case that the validity of the shares
underlying certain warrants would be dependent upon their issuance
pursuant to the terms of the warrants themselves rather than that
set
forth in your registration statement.  Please have counsel revise
as
appropriate.

Form 10-KSB for the year ended December 31, 2004

Item 8A. Controls and Procedures, page 37

5. The disclosure regarding your disclosure controls and
procedures
does not conform to the requirements of Item 307 of Regulation S-B
and Rule 13a-15(b) under the Exchange Act.  In this regard, we
note
that while Rule 13a-15(b) requires that management evaluate the
effectiveness of your disclosure controls and procedures as of the
end of each fiscal quarter and Item 307 states that the
conclusions
from such evaluation be disclosed, your filing does not include
disclosure regarding the effectiveness of your disclosure controls
and procedures and merely indicates that your chief executive
officer
and acting principal financial officer determined that "there
continued to be no significant deficiencies in [the] procedures."
We
further note similar disclosure in your subsequent periodic
filings.
Please advise us whether your disclosure controls and procedures
were
effective as of December 31, 2004, March 31, 2005 and June 30,
2005.
Please also advise us whether you will consider this comment in
preparation of future periodic filings.

6. As a follow-up to the comment above, we note that the
disclosure
regarding your internal control over financial reporting does not
conform to the requirements of Item 308 of Regulation S-B.  We
note
similar disclosure in your subsequent periodic reports for the
quarters ended March 31, 2005 and June 30, 2005 referencing your
conclusions in this Form 10-KSB.  Please advise us whether there
were
any changes in your internal control over financial reporting
identified in connection with the evaluation required by Rule 13a-
15(d) under the Exchange Act that occurred during your last fiscal
quarter, respectively, that has materially affected, or is
reasonably
likely to materially affect, your internal control over financial
reporting.  Please also advise us whether you will consider this
comment in preparation of future periodic filings.


*              *              *              *


      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
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 Act
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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact Sara
Kalin at (202) 551-3454 or me at (202) 551-3462.

	Sincerely,


	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile

	Cindy Shy, Esq.
	Cindy Shy, P.C.
	2157 S. Lincoln Street, Suite 202
	Salt Lake City, Utah 84106
	Telephone: (801) 323-2392
	Facsimile: (801) 364-5645