Mail Stop 07-10

	July 7, 2005


Mr. Michael O`Reilly
Windswept Environmental Group, Inc.
100 Sweeneydale Avenue
Bay Shore, NY 11706

	RE:  	Windswept Environmental Group, Inc.
		Form 8-K Item 4.01
		Filed July 7, 2005
		File No. 0-17072

Dear Mr. O`Reilly:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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 on any other aspect
of
our review.  Feel free to call us at the telephone number listed
at
the end of this letter.


1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-K.
The disclosure should also indicate whether the board of directors
recommended or approved the decision to change accountants.

2. Amend the report to include all of the information required by
Item
304 of Regulation S-K.  Specifically, the disclosure should state
whether during your two most recent fiscal yeas and any subsequent
period through the date of dismissal there were any disagreements
with
the former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction
of the former accountant, would have caused it to make reference
to
the subject matter of the disagreement(s) in connection with its
reports.  In the event of disagreement(s) and/or reportable
event(s),
provide the specific disclosures required by Item 304(a)(1)(iv)
and
(v) of Regulation S-K.  Please amend your report, file the
amendment
under cover of Form 8-KA and include the Item 4 designation.
Please
also include the letter from your former accountants filed as an
Exhibit 16.

*****

	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.

      Please file your supplemental response via EDGAR in response
to
these comments within 5 business days of the date of this letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 551-3747.


							Sincerely,



								Patricia Armelin
								Staff Accountant
??

??

??

??

Mr. Michael O'Reilly
Windswept Environmental Group, Inc.
July 7, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0710

         DIVISION OF
CORPORATION FINANCE