Mail Stop 6010								January 25, 2006

James Arabia
Chief Executive Officer
Naturewell Incorporated
110 West "C" Street
13th Floor
San Diego, CA 92101
Fax: (619) 234-0200

Re:	Naturewell, Incorporated
Revised Proxy Statement on Schedule 14C, filed January 12, 2006
File No. 0-26108

Dear Mr. Arabia:

      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.
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 numbers
listed
at the end of this letter.

Schedule 14A
General

1. We note your response to prior comment 3.  However, the
citations
you have provided do not appear to address the issue of mailing
documents incorporated by reference. In the case of Instruction 1
to
Item 13, we believe that the financial statement information is
material and should be mailed with the proxy statement.

We refer you to Item 13(b)(2) of Schedule 14A which allows any
registrant, including non-S-3 registrants, to incorporate by
reference if they deliver the document incorporated by reference
and
the document contains the required financial statements.  Please
confirm that you will mail these materials.

2. In your discussion of the second amendment, please include the
original language included in the certificate of incorporation
that
is now being replaced.

3. We note the revisions you made in response to prior comment 8.
In
romanette (iii), you reference other options available to the
company
and weighed by the Board.  Please disclose what these other
options
were and why they were rejected by the board.

4. We note your response to prior comment 16 and the revisions to
the
disclosure.  However, if conversion prices for these notes were
more
favorable than the market price of the securities, you should
disclose that fact explicitly in your discussion.

5. In addition, in response to comment 16, you have indicated that
the transactions were negotiated at arms length.  In light of Mr.
Arabia`s status as controlling stockholder, we do not believe it
is
appropriate to refer to the negotiations as arms length.  Please
delete this language.

6. With regard to comments 20-26, we note your intention to file
amended reports after comments on the proxy statement are
completed.
However, you will need to revise your incorporation by reference
section to include the amended 10-Q.  In addition, we would like
to
review the amended 10-Q before it is delivered to recipients of
the
information statement.

      As appropriate, please amend your filing in response to
these
comments.  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 file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

*****


      Please contact Zafar Hasan, Attorney-Advisor, at (202) 551-
3653, or me at (202) 551-3678 with any comments or questions
regarding this comment letter.

								Sincerely,





								Jeffrey P. Riedler
								Assistant Director

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