Via facsimile and US Mail
Mail Stop 03-09							November 3, 2004




James Nian Zhan, Secretary
Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street, Suite 589
City of Industry, California 91748


Re:	Kiwa Bio-Tech Products Group Corporation
	Amendment No. 1 to Registration Statement on Form SB-2
	File No. 333-117868, filed October 8, 2004

Dear Mr. Zhan:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to our 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.

Form SB-2

General

1. We note your response to comment 1 and reissue the comment in
part.
Please update the amount of the loans you have outstanding with
the
local People`s Republic of China government as of a more recent
date.
At present, the date is as of March 31, 2004.


Cover Page

2. We note your response to comment 4 and reissue the comment.
Your
cover page still contains too many details.  Please limit the
information in the cover page that is required by Item 501 of
Regulation SB.  For example, please revise the cover page to
delete
the fourth and fifth sentences of the second paragraph beginning
"All
costs associated . . . .;" and the paragraph beginning with "The
selling stockholders consist . . . ."   Please revise your cover
page
accordingly.

Table of Contents, page iv

3. Please remove the last paragraph on this page to somewhere
after
the Risk Factor section.

Risk Factors

4. We note your statement in the introductory paragraph of the
risk
factor section providing, "[a]dditional risks and uncertainties
not
presently known to us, or that are not currently believed to be
important to you, if they materialize, also may adversely affect
us."
Please eliminate this sentence as it implies that there are other
risks that the investor should consider before investing in your
company when the risk factor section should list all of the risks
key
to an investment decision.

"Investors may not be able to adequately evaluate our business due
to
our . . . .," page 3

5. We note your response to comment 18 and your revised
disclosure.
Please revise your subheading to reference your auditors` going
concern opinion about the Company.

6. Please discuss how long you anticipate remaining operational
given
your current financial resources and expenses.

"Our operating results may fluctuate significantly, which may
result
in  . . . .," page 4

7. Please explain why you expect the second and third quarters to
be
stronger than the first and fourth quarters.  Please also provide
similar disclosure in your Business section.

"We depend on a few customers for a significant portion of our
revenue," page 9

8. We note your response to comment 15.  To the extent any of the
three major customers constituted individually or with affiliates
more
than 10% of your revenue, you should identify them.  Please advise
us
or revise your disclosure accordingly.

9. In addition, please indicate if you maintain any agreements
with
any of these customers.  If so, please file them as agreements as
to
your registration statement.  Please also describe in your
Business
section the material terms of this agreement, including the
termination date of the agreement.

"Our success depends in part upon our ability to retain and
recruit
key personnel," page 5

10. We note your response to comment 28.  Please file these
employment
agreements as exhibits.  In addition, in the section entitled
Executive Compensation or some other appropriate place in the
document, please expand the discussion of the employment
agreements
and describe all the material terms of these agreements, including
any
restrictive covenants and obligations.

"We may not be able to access sufficient under the equity line of
credit . . . .," page 13

11. In response to comment 50, you supplementally indicated that
you
may avoid issuing shares to Cornell Capital under certain
circumstances.  Please revise this risk factor to disclose those
circumstances you described to us.

Use of Proceeds, page 14

12. We note your response to comment 50 and your supplemental
response.  Please revise your disclosure to include the response
you
provide us regarding the increase in general administrative and
operation expenses and why the greater proceeds may likely result
in
you incurring a greater amount of such expenses.

Equity Line of Credit

	Summary, page 16

13. We note your response to our prior comment 62 and your
supplemental response. Please revise your disclosure in this
section
and elsewhere in the prospectus to provide that you will be
receiving
95% of the defined market price of the common stock from each
advance.


14. We note your response to comment 65 and your revised
disclosure.
In your response to comment 50, you supplementally indicated that
under certain circumstances you were able to avoid issuing the
shares
to Cornell Capital.  Please provide similar disclosure in this
section.

Description of Business, page 29

15. We note your statement that in connection with your
acquisition of
a patent right, the China Agricultural University has agreed to
provide "free research and technology support services" if you
determine to use the patent to produce commercial products.  Based
on
your disclosure that you intend to introduce in the markets in
early
2005 certain products stemming from this patent, please disclose
what
specific research and technology support services the University
will
provide you.  In addition, please disclose when such services
would
commence.

16. In addition, please expand your description of the agreement
with
the China Agricultural University to describe any material rights
and
obligations pursuant to the agreement, including whether you have
any
recourse if the University does not provide the "free research and
technology support services" you are entitled to.

Management`s Discussion and Analysis or Plan of Operation, page 31

17. Refer to your response to comment 77. Please explain to us
what
you mean by "...accounts receivable will be high based on clients
for
whom we make quarterly shipments immediately subsequent to the
close
to the quarter."  That sounds like you recognized the receivable
and
presumably the revenue before delivery and passage of title.

18. Refer to your response and revised disclosure for our prior
comment 78. It appears that you will use April 12, 2004 as the
measurement date for valuing the 1,000,000 shares that will be
issued
for the patent and results in a value of $630,000 when you record
the
acquisition of the patent. Please tell us how April 12, 2004 meets
the
criteria in Issue 1 in EITF 96-18.

19. Refer to your response to our prior comment 79. We note your
expanded discussion relating to agricultural policy, fiscal and
monetary policy foreign investment policy and foreign exchange
policy.
However, we were unable to locate where you discussed the related
impact of these policies on the Company`s liquidity and capital
resources, as requested in our original comment. Please refer back
to
our previous comment 79 and provide this disclosure or tell us
where
it is located in the filing.

Liquidity and Capital Resources, pages 38-39

20. Please revise to disclose the number of shares of common
stock,
based on your currently outstanding shares, that you could issue
to
Cornell given the 9.9% restriction discussed on page 18 and the
maximum amount of proceeds that would result based on the current
price of your stock. Consider additional revisions elsewhere in
the
filing as appropriate, particularly the Use of Proceeds section,
that
portrays issuance of a number of shares that would appear to far
exceed 9.9%.

21. We note your responses to comment 83 and reissue the comment
in
part.  Please file the loan agreements as exhibits to your
registration statement.  To the extent filing would be
impracticable
or not necessary, please supplementally explain to us the reasons.

Compensation of Directors, page 44

22. We note your response to our prior comment 88 and request that
you
further clarify your disclosure of the compensation arrangements
with
your directors, both employee directors and non-employee
directors.
For example, please revise your disclosure to provide information
regarding director compensation arrangements prior to 2004, and
include amount and type of compensation, as well as any plans for
director compensation in current and future periods.

Condensed Consolidated Financial Statements

Statement of Operations, F-4

23. Please include the accretion of beneficial conversion and the
charge at the time of conversion for the amount not yet accreted
within interest expense as required by EITF 98-5 and 00-27.

Note 5. Convertible Note Payable, pages F-15 and F-16

24. Refer to your response to comment 90. Please label the
financial
statements in the amended Forms 10-QSB for the quarters ended
March 31
and June 30, 2004 as "restated" and provide corresponding footnote
disclosure as required by paragraph 37 of APB 20. Provide similar
disclosures in Form SB-2.

*	*	*	*	*

      As appropriate, please amend your registration statement 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.  Once all issues are
resolved, we will act upon any request for acceleration of the
effective date of the Form SB-2 and, pursuant to delegated
authority,
grant acceleration of the effective date.

	Please contact Jennifer Rawert, Attorney Adviser at (202)
824-
5309, Song Brandon at (202) 942-2831 or me at (202) 942-1840 with
any
questions related to the comments above or other related matters.

							Sincerely,



							Jeffrey Riedler
						Assistant Director


cc:	V. Joseph Stubbs, Esq.
	Ryan Azlein, Esq.
	Stubbs Alderton & Markiles, LLP
	   15821 Venture Boulevard, Suite 525
	   Encino, California  91436
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James Nian Zhan, Secretary
Kiwa Bio-Tech Products Group Corporation
November 3, 2004
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