January 5, 2006

By Facsimile and U.S. Mail

Howard Burnston
Gunster Yoakley & Stewart, P.A.
Phillips Point
Suite 500 East
777 South Flagler Drive
West Palm Beach, Florida 33401-6194

	Re:	Cruzan International, Inc.
		Schedule 13E-3 filed by Cruzan International, Inc.,
      The Absolut Spirits Company, Inc., V&S Vin Spirit AB
      and Cruzan Acquisition, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed December 1, 2005

Dear Mr. Burnston:

	We have the following comments on the above-referenced
filings.
Please note that we have limited our review to issues related to
Rule
13e-3:

Schedule 13e-3
1. Please revise the last paragraph of the Introduction to remove
the
disclaimer regarding information disclosed in the filing.  Each
filing person is responsible for the adequacy and accuracy of the
information in the filing.
2. Revise the Schedule to file the sale agreement between
Angostura
and V&S, the assignment agreement between V&S and Absolute, and
the
letter agreement between Angostura and the executive officers
related
to the $9 million payments as exhibits to the Schedule 13E-3.  See
Item 1016(d) of Regulation M-A.

Preliminary Proxy Statement on Schedule 14A
Summary of the Proxy Statement, page 1
3. We note that Cruzan has included a fairness determination
reached
by its "prior board of directors."  Please provide us your
analysis
regarding how this approach satisfies the company`s obligation to
provide a fairness determination to unaffiliated security holders
as
well as the remaining disclosure required by Schedule 13E-3, in
particular, in response to Items 7, 8 and 9 of Schedule 13E-3.  It
appears that the current board may also be required to provide
this
information.
4. We note that the majority shareholder sold 63.6% of Cruzan`s
common stock to V&S, which subsequently assigned its right to
purchase those shares to its subsidiary, Absolut, and that the
purchase was completed on September 26, 2005.  We also note the
prior
existing relationships between V&S and Cruzan with respect the to
distribution agreement.  Finally, we note from page 3, that
"[c]ertain of [your] executive officers are expected to receive
special payments in the aggregate amount of $9 million from [your]
former controlling stockholder . . . in connection with the sale
of
Angostura`s controlling stake in [Cruzan] to Absolut."  Please
provide us a copy of the letter agreement on a supplemental basis
and, to the extend the information is not contained in the letter
agreement, please explain the purpose of the payments, to whom
they
were made, and in return for what services.  In addition, please
provide us your analysis regarding whether the V&S and Absolut
were
affiliates of Cruzan prior to the sale of the 63.6% interest.

Special Factors, page 15

Background of the Merger, page 15
5. Each presentation, discussion or report by the financial
advisor
during the course of the meetings you describe must be summarized
in
considerable detail and filed as exhibits pursuant to Item 9 of
Schedule 13E-3.  This applies to oral and written reports, as well
as
preliminary and final reports.  Revise to summarize each report
prepared by Houlihan Lokey and file each report as an exhibit to
the
Schedule 13E-3.  For example, we note from page 17 that Houlihan
provided a report to the special committee on August 16, 2005.
Also,
on pages 19 and 23 you disclose that Houlihan made presentations
to
and provided opinions to the special committee on August 31,
September 27, September 29, and November 29, 2005.

Reasons for the Merger, page 20
6. As there are several parties filing the Schedule 13E-3, which
incorporates disclosure from this document, and as the board of
directors has recently changed, please revise the reference to
"we"
to clarify which party is providing the disclosure in this
section.
Also, note that each filing person on the Schedule 13E-3 must
provide
all disclosure provided by the form, including Items 7, 8, and 9.
Please expand this section and other relevant portions of the
document to discuss in detail each filing persons` purpose for
engaging in the transaction and the reasons for undertaking the
transaction now as opposed to other times in Cruzan`s operating
history.  In addition, revise relevant portions of the document to
separately state the effects of the transaction on the
unaffiliated
security holders and on the Cruzan and each affiliate as required
by
Item 1013(d) of Regulation M-A.  Include a description of the
benefits and detriments as required by Instruction 2 of Item 1013
of
Regulation M-A.  Consider Instruction 1 to Item 1013 of Regulation
M-
A in drafting your disclosure.

Recommendation of the Special Committee and the Prior Board of
Directors, page 22
7. The fairness determination disclosed here is provided with
respect
to "stockholders other than Absolut and its affiliates."  It
appears
that this fairness determination may include some affiliates of
Cruzan.  Each filing person must include a statement as to whether
it
believes that the Rule 13E-3 transaction is procedurally and
substantively fair to the unaffiliated security holders only, and
an
analysis of the material factors upon which each filing person
relied
in reaching such a conclusion.  See Item 8 to Schedule 13E-3 and
Q&A
No. 5 of Exchange Act Release No. 17719 (April 13, 1981).  Please
revise to include each filing person`s consideration of each of
the
factors listed in Instruction 2 to Item 1014 of Regulation M-A.
If a
filing person relied on the analysis of another, such as the
former
board, the special committee, or the financial advisor, it must
expressly adopt the conclusion and analyses of the party that
performed the Item 1014(b) analysis in order to fulfill its
disclosure obligation.
8. Please revise each fairness determination provided in the
document
to clarify how each filing person reached its procedural fairness
determination despite the absence of the procedural safeguards
discussed in Item 1014 of Regulation M-A.  See Q&A No. 21 of
Exchange
Act Release No. 17719 (April 13, 1981).

Opinion of Houlihan Lokey, page 23
9. Revise the bold paragraph on page 23 to eliminate the
disclaimer
that the "summary of the fairness opinion set forth below is
qualified in its entirety by reference to the full text of the
opinion."  Eliminate all similar disclaimers throughout the
document,
such as on page 34, in the section entitled "Appraisal Rights of
Cruzan Stockholders," and on page 44, in the section entitled "The
Merger Agreement."
10. Revise an appropriate section of the document to clarify the
method used by the Special Committee to choose Houlihan Lokey as
its
financial advisor as required by Item 1015(b)(3) of Regulation M-
A.
11. We note that Houlihan Lokey uses the term "minority
stockholders"
in rendering its opinion.  Confirm, if true, that Houlihan Lokey`s
opinion addresses the unaffiliated security holders only, or
revise
the parties` fairness determinations to discuss what consideration
they gave to this fact that the opinion does not exclusively
address
the fairness to unaffiliated security holders.  See Item 1014(a)
of
Regulation M-A.
12. Disclose the comparable transactions considered by Houlihan
Lokey
in its analysis.  Further clarify how Houlihan Lokey selected the
transactions and the criteria used in its selection.  Disclose
whether any transactions meeting these criteria were excluded from
the analysis and if so, why.

The Position of Absolut and V&S as to the Fairness of the Merger
to
the Unaffiliated Stockholders, page 29
13. Please revise the first sentence of this section to remove the
reference to "potential interpretation" and that these parties
"may
be deemed to be affiliates of Cruzan."
14. Revise to provide a fairness opinion with respect to each
filing
person, including Cruzan Acquisition, Inc.
15. Please note that a filing person cannot insulate itself from
liability by relying upon another`s analyses which, by their
terms,
do not comply with the specific disclosure requirements of
Schedule
13E-3.  See Item 1014(b) of Regulation M-A and Q&A Nos. 5 and 21
of
Exchange Act Release No. 17719.  As the special committee has not
addressed each of the factors listed in Instruction 2 to Item 1014
of
Regulation M-A or each of the procedural factors in Item 1014,
please
revise this discussion accordingly.

Certain Financial Projections, page 29
16. Please revise this section and its heading to clarify that you
have disclosed all material projections provided by Cruzan to the
financial advisor, V&S or any third party or revise this section
accordingly.  Also confirm that you have disclosed all material
assumptions underlying each set of projections or revise to do so.
17. Refer to the second bold paragraph on page 30.  Please revise
this paragraph to eliminate the inappropriate disclaimers.  If the
projections included in the document are no longer valid, then
revise
the document to clarify this fact.  While we do not object to the
use
of qualifying language with respect to the projections, we believe
that disclaimers of responsibility that in any way state or imply
that investors are not entitled to rely upon statements made in
the
proxy statement are unacceptable.  In addition, revise this
section
to clarify your duty to update the Schedule 13E-3 and disseminate
notice of any material change in the information previously
disclosed, as required by Rules 13e-3(d)(2) and (f)(1)(iii).

Material U.S. Federal Income Tax Consequences of the Merger, page
33
18. Please eliminate the statement appearing in the last paragraph
that the discussion is included "for general information" only.
We
believe this statement may suggest that security holders may not
rely
on the description of material tax consequences included in the
offering document.
The Merger Agreement, page 44
19. Revise the second paragraph of this section to remove any
potential implication that the referenced merger agreement does
not
constitute public disclosure under the federal securities laws.
Information Concerning Cruzan Common Stock Transactions, page 59
20. Refer to the disclosure regarding Cruzan`s rights offering and
the executives that participated in the rights offering.  We note
the
disclosure on page (iv) and elsewhere in the registration
statement
on Form S-2 of to the purpose of the rights offering, etc.  We
also
note that the subscription price was set on May 20, 2005 at $13.91
per share, the registration statement with respect to the rights
offering was declared effective May 23, 2005, and the rights
offering
concluded on June 21, 2005,  On June 3, 2005 Cruzan issued a press
release announcing the execution of the stock purchase agreement
and
on that same date, V&S announced that it "intended to offer the
minority stockholders in Cruzan equitable treatment" with respect
to
the $28.37 per share price to be paid to the majority shareholder.
The press release was filed with a Form 8-K dated June 2, 2005.
Please revise the background section of this document to provide
more
detail regarding the events that occurred "Between May 5, 2005 and
June 1, 2005" and provide us your analysis regarding the accuracy
and
appropriateness of the disclosure in prospectus related to the
rights
offering.  It also appears that you should revise the summary term
sheet on page 3 and other related sections of the document to
highlight the additional consideration the executives will receive
as
a result of their participation in the rights offering.

Fairness Opinion, Annex B
21. We note the limitation on reliance by shareholders in the
third
paragraph on page B-3, which states that the opinion "is not
intended
to, and does not, confer any rights or remedies upon any other
person, and is not intended to be used and may not be used, for
any
other purpose, without [Houlihan`s] express, prior written
consent."
Because it is inconsistent with the disclosures relating to the
opinion, the limitation should be deleted.  Also, please clarify
whether Houlihan Lokey has consented to the use of its opinion in
your document.
Closing Comments

	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 filing persons, the company and its management are in
possession of all facts relating to their 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 (1) the company, and (2) each of the
filing persons acknowledging that

* the company/filing person 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/filing person 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 respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If you do not agree with a comment, please tell
us
why in your response.  Please note that Rule 14a-6(h) requires you
to
filed revised preliminary proxy materials that are marked to show
changes.  Direct any questions to me at (202) 551-3262.  You may
also
contact me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Howard S. Burnston
January 5, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE