December 22, 2004

Mail Stop 0409
Via U.S. Mail and Fax (203) 878-8109

Mr. Daniel T. Meisenheimer, III
President
Meisenheimer Capital, Inc.
46 Quirk Road
Milford, CT 06460

Re: Meisenheimer Capital, Inc. Form 8-K filed December 10, 2004


Dear Mr.  Meisenheimer:

We have reviewed your filing and have the following comment.  In
our
comment, we 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 on any other
aspect
of our review.  Feel free to call me at the telephone number
listed
at the end of this letter.

Disagreements

1. Please revise to clarify the periods in which there were no
disagreements with Holtz Rubenstein Reminick LLP on any matter of
accounting principles or practices, financial disclosures, or
auditing scope or procedure.  For example, state whether during
the
registrant`s two most recent fiscal years and any subsequent
interim
period through the date of dismissal, there were any disagreements
with the former accountant on any matter of accounting principles
or
practices, financial disclosures, or auditing scope or procedure.



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 comment, 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.

Please provide the supplemental information requested above within
10
business days from the date of this letter.  The supplemental
information should be filed as correspondence on EDGAR.  The
amendment requested above should be filed as promptly as possible
and
should be reviewed by the newly engaged accountants before filing
with the Commission.

You may reach me at (202) 942-2913 with any questions.

						Sincerely,



						Andrew Mew
						Staff Accountant




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Meisenheimer Capital, Inc.
December 22, 2004



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