Mail Stop 6010								February 17,
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 February 10, 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 our comment regarding incorporation by
reference.  However, although you have not discussed the language
contained in Item 13(b)(2) of Schedule 14A directly, it appears
that
your position is that the Item does not apply because the
information
contained in the annual report is not material to the exercise of
prudent judgment and so you are no longer planning to incorporate
these documents by reference.  Please be advised that we are
providing no comfort as to whether financial statements are
required
to be incorporated by reference Instruction 1 of Item 13.
Furthermore, in future filings where you incorporate documents the
requirements of Item 13(b)(2) will apply.

2. Please relocate the section entitled "Interests of Certain
Persons
in Matters to be Acted Upon" so that it follows the section
entitled
"The Second Amendment to the Certificate of Incorporation". This
information in this section is closely related to the amendments
to
the certificate.

Purpose& Effect of Enacting the Second Amendment

3. Please revise the last sentence to state, if true, that you
have
no plans to issue the additional shares of common stock that will
be
authorized after passage of the second amendment to the
certificate.

4. Expand this last paragraph to disclose assuming the passage of
the
second amendment:

* the number of shares that will be authorized,
* the number of shares that will be issued,
* the number of shares that will be reserved pursuant to the terms
of
all warrants, convertibles, options etc. as well as any
contractual
obligations to issue shares, and
* the number of shares that will be unissued & unreserved for
issuance.


Outstanding and Issuable Securities and Voting Rights
Series C Preferred Stock

5. In the second paragraph of this section disclose the cash
proceeds
the registrant received and clarify the use(s) of these proceeds
from
the sale of the preferred shares to Mr. Arabia. If the registrant
did
not receive cash explain the nature and amount of all forms of
none
cash consideration the company received.

6. In the second paragraph please expand romanette (iii) to
explain
the specific obligations to Mr. Arabia to which you refer.

7. In the same paragraph disclose the conversion price of the
Preferred Stock issued to Mr. Arabia and compare it to the market
price(s) of your common stock at the time you issued it. Also
state
the number of shares of common stock Mr. Arabia would receive upon
conversion of the preferred stock into which the preferred stock
may
be converted.

Convertible Notes

8. In the second bullet we understand that Mr. Arabia holds
$190,000
of the senior convertible debt. Please clarify whether Mr. Arabia
holds any or all of the additional $1,093,904 of the senior
convertible debt. State the conversion price(s) of all series of
convertible debt issued to Mr. Arabia and the number of shares
into
which he may convert them. Also, compare the conversion price(s)
of
the convertible notes held by Mr. Arabia to the market price(s) on
the date(s) the registrant issued each of the convertible debt
securities to Mr. Arabia.   If more practicable, you may consider
using ranges of prices,

Security Ownership of Certain Beneficial Owners and Management

9. You should present your table as of the latest practicable ate.
We
note the table now reads as of November 18, 2005. Please revise
accordingly.

      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

Sebastian Weiss
Sichenzia Ross Friedman & Ference LLP
1065 Avenue of the Americas,
New York, New York 10018
Fax: (212) 930-9725
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