Mail Stop 0305


      October 15, 2004


James P. Doolin
Director and President
HANGMAN PRODUCTIONS, Inc.
1223 Wilshire Blvd. #912
Santa Monica, CA  90403

Re:  	HANGMAN PRODUCTIONS, Inc.
      Form 10-SB/A filed September 28, 2004
      File No. 000-50892

Dear Mr. Doolin:

      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.
After reviewing this information, we may or may not raise
additional
comments.

	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 and 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.

Item 1. Description of Business, page 4

1. We note your added disclosure regarding the private placements.
Please move this disclosure to Part II, Recent Sales of
Unregistered
Securities.  The business description section should focus on a
description of your current business operations and development of
your business during the last 3 years.  Refer to Item 101(a) of
Regulation S-B.

2. In one of the introductory paragraphs, please disclose your
revenues and your net loss for the most recent audited period and
interim stub.  Please also disclose that your auditors have issued
a
going concern opinion.  This will help provide a financial
snapshot
of the company.

Principal Products and Services, page 5

3. Please move the first paragraph in this section to the previous
page under "Organization, Charter Amendments and General History."

4. Please revise to clarify what you mean by the top five
finalists
will receive consideration from Benderspink.

5. Please refer to page 6.  Please revise to state as the
Company`s
belief the following statements: "Partnering with established
production companies will provide the Company`s screenplay
contests a
degree of credibility;" "Partnering with management and production
companies will also help to establish distribution channels;" "The
Company`s future success on generating broker fees and commissions
depends on its ability to establish relationships and partnerships
with production and management companies."

Competitive Business Conditions, page 8

6. Refer to the first paragraph.  Please revise the second
sentence
to discuss your competitive position within the business.  Revise
to
indicate that it is your hope or business plan to provide content
to
the industry`s largest participants, but that you currently are
not
providing content to any company.

Risk Factors, page 11
The Company May Experience Fluctuations in Operating Results, page
11

7. Please revise this subheading and paragraph to delete
references
to seasonality of business, pricing changes in the industry, and
relative mix of lower cost full-time employees versus higher cost
independent contractors. In the alternative, tell us the relevance
of
these risk factors to your business.

The Company Has Relatively Low Barriers to Entry, page 12

8. Please revise the heading to clarify that the industry, not
your
specific company, has a low level of barriers to entry.

The Company May Need Future Capital, page 13

9. Please revise to present in separate risk factors the risks
identified in the second paragraph regarding the dilutive effect
future stock issuance may have and the risk of debt financing.
Each
should have its own appropriately captioned risk factor heading,
as
well.

The Company`s Sale of Restricted Shares, page 18

10. Please disclose in the subheading the risk discussed in this
paragraph.

Management`s Discussion and Analysis or Plan of Operation, page 19

11. Please discuss the costs of being a public company and your
ability to absorb these costs.

12. Refer to the first paragraph.  You indicate that the Company`s
average monthly expenditures for executive compensation are $1500,
but at page 21, you indicate the monthly expenditures are $1600.
Please revise or advise.

13. Please revise to update your discussion in the third paragraph
in
this section.  As the contest is under way, please revise your
statement that the Company anticipates receiving 150 submissions
per
month, as it appears you only received an average of 25 per month.

14. In the third paragraph in this section, please revise the
statement that indicates the "Company expects that the majority of
the submissions will be received around the contest`s deadline."
Please revise this to state it is the Company`s belief.

15. Please refer to the last paragraph on page 20.  We note your
statement that you believe you have sufficient cash resources for
the
next 6 months.  It does not appear that you have this cash on
hand.
Please revise to clarify what you mean by sufficient cash
resources.
Are you making this statement based on your estimated receipt of
approximately 600 submissions to the contest?  Are you
anticipating
loans from Company`s management over the next sixth months?  We
also
note your statement that, if the Company is unable to meet revenue
projections it will only have sufficient capital to continue
operations through the first contest.  Please revise to clarify or
advise.  Similarly revise the Risk Factor, "The Company May Need
Future Capital," at page 13.

Item 7. Certain Relationships and Related Transactions

16. Please revise this paragraph to clarify the meaning.  There
seem
to be words missing.

Other

We reissue our prior comment 44. 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.

Closing

	File an amendment in response to these comments.  Provide a
cover letter keying your responses to the comments, and provide
any
requested supplemental information.  If you believe complying with
these comments is not appropriate, tell us why in your letter.  We
may have comments after reviewing your revised materials and your
responses.  Address your response letter to the address on the
letterhead, using 20549-0305 as the zip code.

      Please contact Messeret Nega at (202) 942-1891 or me at
(202)
942-1965 with any other questions.


      Regards,


Susan Guerrier
Attorney-Advisor
??

??

??

??

Hangman Productions, Inc.
File No. 000-50892
Page 1