Room 4561
				May 19, 2005



David Reichman
Chief Executive Officer
Tree Top Industries, Inc.
666 Fifth Avenue Suite 300
New York, NY 10103

RE:	Tree Top Industries, Inc.
	Form 10-KSB for fiscal year ended December 31, 2004
	Form 10-QSB for the quarterly period ended March 31, 2005
		File No. 000-10201


Dear Mr. Reichman:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited the scope of
our review to the matters addressed in our 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 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 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 the Year Ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page 15

1. We note that your principal offices are in New York, New York.
In
view of this, explain to us your basis for engaging an audit firm
located in Bountiful, Utah.  Separately, tell us whether or not
your
audit firm is licensed to practice in the state of New York.

2. We were unable to locate an auditor`s report pertaining to your
statements of operations, stockholders` equity and cash flows for
the
year ended December 31, 2003. Supplementally, explain to us how
you
have complied with Item 310 of Regulation S-B given that these
statements are included in your Form 10-KSB.

Item 7. Financial Statements
Consolidated Statements of Operations, page 17

3. Supplementally, explain to us how you have recognized the fair
value of the services provided by your officers and directors
during
the periods presented in your Form 10-KSB and the subsequent
interim
period. Refer to SAB 5.T for guidance.
Item 8A. Controls and Procedures, page 33

4. It appears to us that you are attempting to voluntarily comply
with the disclosure requirements of Item 308(a) of Regulation S-B
by
providing management`s assessment of the effectiveness of internal
control over financial reporting. However, your disclosures do not
appear to comply with Item 308(a) and you have not included the
auditor attestation report as required by Item 308(b).
Supplementally, address these inconsistencies.

Form 10-Q for the Quarterly Period Ended March 31, 2005

Item 3. Controls and Procedures, page 21

5. Supplementally, explain why your disclosures do not appear to
conform to the requirements of Items 307 and 308(c) of Regulation
S-
B. In this regard, we note that you continue to evaluate
effectiveness as of a date within 90 days of filing and your
disclosures regarding changes in internal controls do not
materially
conform to Item 308(c).





       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 Mark Kronforst at (202) 551-3451, Marc Thomas
at
(202) 551-3452 or me at (202) 551-3730 if you have questions
regarding these comments.

Very truly yours,



      Craig Wilson
							Senior Assistant Chief
Accountant
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Tree Top Industries, Inc.
May 19, 2005
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