Marine Growth Ventures, Inc.

405-A Atlantis Road

Cape Canaveral, Florida 32920

March 18, 2009

VIA EDGAR

Ms. Lyn Shenk, Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Mail Stop 3561

   Re:   Marine Growth Ventures, Inc. File No. 333-128077 Form 10-KSB: For the fiscal year ended December 31, 2007 Form 10-Q: For the quarterly period ended September 30, 2008 Form 8-K furnished February 13, 2009

Dear Ms. Shenk:

The following are responses of Marine Growth Ventures, Inc. (the “Company”) to the corresponding numbered comments in the March 10, 2009 letter from the Securities and Exchange Commission (the “Commission”). The Company will file an amended Form 10-KSB for the fiscal year ended December 31, 2007, and an amended Form 10-Q for the quarterly period ended September 30, 2008, promptly upon the Commission’s confirmation of the adequacy of the responses provided by the Company in this letter.  If this approach is not acceptable, please advise our securities counsel, Andy Smith, Esq. of Sichenzia Ross Friedman Ference LLP (646) 810-2180).

Form 10-Q: For the quarterly period ended September 30, 2008

Item 1. Financial Statements

Consolidated Balance Sheet, page 3

1. We have reviewed your response to our prior comment number 6.  However, we do not believe that you have fully addressed the concerns raised in our prior comment.  We note from your response that although third parties have expressed interest in your company’s marketed vessel (i.e. the Babe), you company has been unable to locate a new potential buyers.  We note further that the Babe had been marketed for almost a year as of the date of your response letter, and general economic conditions have declined significantly since your company began marketing this vessel.  Despite these factors, it does not appear that your company has made any material adjustment to the price at which it is marketing the Babe or initiated any other substantial actions to locate a new party to purchase the vessel or to respond to the recent downturn in economic conditions.

Give the aforementioned facts, please tell us why you believe the Babe is being marketed at a price that is reasonable in relation to its current fair value and that is probable of generating a sale with a year.   Your respond should specifically explain (i) how you determined the price at which the Babe has been listed, (ii) whether or not you believe that the recent downturn in economic conditions is likely to impact the price at which your company will be able to sell the Babe and the basis for your conclusion, (iii) why you continue to believe the Babe is marketed at its fair value, despite your company’s inability to locate a new buyer, and (iv) whether you plan to adjust the listing of the price of the Babe in the near term.   Please provide any analyses that you believe substantiate the fair value of this vessel.

Furthermore, if you conclude that the Babe has been marketed above its fair value and/or that the vessel will be marketed at a lower price, please tell us (a) the new price at which you plan to list the vessel and (b) whether such price will result in the recognition of an impairment charge.  Alternatively, if you do not plan to reduce the listing price of the Babe, tell us why the vessel should not be reclassified as “held and used.”   As part of your response, please explain how the guidance provided in paragraphs 30(d), 30(e), 31(c), and A23 of SFAS No. 144 was considered in reaching your conclusions.

Response

After additional consideration, the Company believe that the fair value of the Babe including the cost of disposal is $1,425,000. Given managements new estimate we will amend our September 30, 2008 10Q and take an impairment charge of $864,926.

Consolidated Statement of  Cash Flows,  page 5

2.  We have reviewed your response to our prior comment number 4.  Please revise the statement of cash flows presented in your forthcoming amendment to your form 10Q to reflect the cash outflows related to the professional fees based upon the information set forth in your response.

Response

The Company will amend its cashflow statement to reflect the information set forth in our last response letter.

3.  Per your response to our prior comment number 11, you plan to review the disclosure in your statement of cash flows for the period ended September 30, 2008 to appropriately reflect the loan transactions relating to the Babe.  Please tell us the amount(s) of the revisions you plan to make, and how such amounts relate to the acquisition of the Babe.

Response

Below is the breakdown of the addition items that we will be placing on our amended cashflows with respect to the Babe.

Greystone (Babe Note)	2,350,002
Purchase of Fixed Assets (Babe)	(2,289,926)
Advances on Ship Purchases	(60,076)

Notes to Condensed Consolidated Financial Statements

Note 4 — Fixed Assets, page 9

4. Based upon your response to our prior comment number 13, we note that your company (i) no longer intends to sell condos on the Pacific Aurora and (ii) has decided to hold the vessel for sale.   We also note that you have relied upon a valuation of the vessel, which was performed in April of 2008, to determine that the carrying value of the Pacific Aurora is note impaired.  However, given that the Pacific Aurora was previously held for use, it would appear that the assumptions used in the valuation analysis performed in April of 2008 would differ from the assumptions that would be used in a valuation analysis performed while the vessel is held for sale.  In this regard, we note that paragraph 34 of SFAS No. 144 states that a long-lived asset classified as held for sale should be measured at the lower of its carrying amount or its fair value less cost to sell.   Further, we note that, subsequent to April 2008, ther have been substantial changes in general economic conditions and the credit markets, which could impart the marketability or fair value of your vessel.   Give the aforementioned factors, we believe that you should (a) re-evaluate the fair value of the Pacific Aurora, (b) tell us the results of your new valuation analysis, and (c) provide any analyses that believe support the carrying value of the vessel.

Response

The Company has evaluated the carrying value of the Pacific Aurora and believes that there is no impairment necessary.  As stated in our prior response letter, in April of 2008 we hired an outside appraiser to obtain a current valuation of the Vessel.  The valuation of this vessel, less any costs that we would incur in holding this vessel for sale would still exceed the carrying costs of the vessel.   We have attached a copy this appraisal for your review so that you may see the excess value and understand why no impairment is necessary.

Form 8-K furnished February 13, 2009

5. We note that on February 9, 2009, Greystone Business Credit II, L.L.C (“Greystone,”) a lender, provided you with a notice of continuing defaults related to your company’s Marine Growth Loan Agreement.  The notice also advised that Greystone reserves all rights and remedies that arise under the Marine Growth Loan Agreement and at law due to defaults.  Based upon the notice of default, it appears your company’s borrowings from Greystone should be classified as current liabilities on your balance sheet.  In this regard, please tell us (i) when your company first violated the default provisions of its Marine Growth Loan Agreement, and (ii) whether your company had defaulted on the agreement as of September 30, 2008.  Furthermore, please confirm that all of your company’s outstanding borrowings from Greystone will be classified as current liabilities on your balance sheet until the aforementioned defaults are cured.  Alternatively, tell us why you believe that the reclassification of your company’s borrowings is not necessary.

Response

The default letter from Greystone dated February 9, 2009, was the first default letter that our company received from Greystone.  As of September 30, 2008, the Company was not in default of this agreement.    On our balance sheet dated December 31, 2008, the Company will be listing the Greystone liabilities as a current liability.

As requested in the letter from the Commission, the Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings, and staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; 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.

Thank you very much for your consideration of this response.  Should you require further information, please contact me at 414-283-2639.  Otherwise, I look forward to hearing from you that our responses are satisfactory and that we can proceed with the preparation and filing of the amended reports.

Very truly yours,

_____________________

Katherine Ostuszka

Chief Financial Officer