Mail Stop 3-8


									May 24, 2005




Mr. Timothy G. Fallon
Chief Executive Officer
Vermont Pure Holdings, LTD
P.O. Box 536
45 Krupp Drive
Williston, Vermont 05495


		RE:	Vermont Pure Holdings, LTD
			Form 10-K for Fiscal Year Ended October 31, 2004
			Form 10-Q for Fiscal Quarter Ended January 31, 2005
			Filed January 31, 2005 and March 17, 2005
			File No.  0-31797

Dear Mr. Fallon:

		We have reviewed your responses in your letter dated
March
6, 2005 and have the following additional comments.

		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.

Form 10-K for Fiscal Year Ended October 31, 2004

Notes to Consolidated Financial Statements, page F-7


General

1. We read your response to comment 6 in our letter dated April
13,
2005, and continue to believe that you should provide in future
filings the applicable disclosures with respect to your water
cooler
and coffee brewer leasing arrangements required by paragraph 23 of
SFAS 13.  We also continue to believe you should revise your
revenue
recognition policy to address revenues related to these equipment
leasing activities.  In this regard, we note that equipment
rentals,
in total, are material to total net sales.  Moreover, it is
unclear
to us the relevance of your distinction between equipment rentals
during the initial 12 months of rental service and the subsequent
month to month rentals, in terms of assessing materiality.  Please
show us supplementally how the revised disclosures will read in
future filings.

Note 2.  Significant Accounting Policies, page F-7

H.  Advertising Expenses, page F-10

2. We read your response to comment 7 in our letter dated April
13,
2005, and do not believe that you have provided sufficient support
under GAAP for your capitalization of the cost of telephone book
advertisements.  In particular, we do not see how you have clearly
demonstrated a direct relationship between the sales and the
telephone book advertisements.  In this regard, to the extent your
other print media, television, and/or radio advertisements provide
target customers with the same telephone number included in your
yellow pages advertisement, we do not believe you can demonstrate
a
direct relationship between the sales and the yellow pages
advertisement.  Similarly, if your telemarketers/cold-call sales
personnel provide the yellow pages phone number as a call back
number, we believe this also precludes you from demonstrating a
direct relationship between the sales and the yellow pages
advertisement.  Please tell us whether the same phone number
provided
in the yellow pages advertisements is also provided through these
other media, and if so, tell us why you continue to believe that
you
can demonstrate a direct relationship between the sales and the
telephone book advertisements.

      Moreover, if there is more than a trivial marketing effort
after the customer responds to the yellow pages advertisement and
before the sale is consummated, such as customer contact with a
sales
person or furnishing of additional product or financing
information,
this would also disqualify the sale as being deemed a direct
result
of the yellow pages advertisement.  Thus tell us in detail and
provide examples of the information that is included in your
telephone book advertisements.  Also tell us in detail who answers
the calls, e.g., sales personnel, the type of information that is
provided on the calls, such as pricing terms, etc., and how often
the
calls result in follow-up sales calls or sales visits before the
sale
is actually consummated.

      If after reassessing the criteria in Section I.B. of the
Division of Corporation Finance`s "Frequently Requested Accounting
and Financial Reporting Interpretations and Guidance" issued March
31, 2001 and paragraphs 34-38 of SOP 93-7, you now believe these
amounts do not qualify as direct response advertising, please
revise
your financial statements accordingly.

Shipping and handling costs, page F-11

3. We read your response to comment 8 in our letter dated April
13,
2005.  Please note that paragraph 3 of EITF 00-10 defines shipping
costs as "those costs that are incurred to physically move the
product from the seller`s place of business to the buyer`s
designated
location."  Also note that shipping costs can be incurred by you
or
third party shippers.  As such, and pursuant to paragraph 6 of
EITF
00-10, please disclose in future filings the amount of shipping
costs
that you have included in selling, general, and administrative
expenses.

		As appropriate, please respond to these comments within
10
business days or tell us when you will provide us with a response.
Please ensure the response letter provides any requested
supplemental
information.  Please file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
response to our comments.

		You may contact Anthony Watson, Staff Accountant, at
(202)
551-3318 or, in his absence, Robyn Manuel at (202) 551-3823 or me
at
(202) 551-3843 if you have questions regarding comments on the
financial statements and related matters.

									Sincerely,



									George F. Ohsiek, Jr.
									Branch Chief
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Mr. Timothy G. Fallon
Vermont Pure Holdings, LTD
May 24, 2005
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