Via Facsimile and U.S. Mail

Mail Stop 3-9

					November 29, 2004


Edgardo Mercadante, Chief Executive Officer
DrugMax, Inc.
312 Farmington Avenue
Farmington, CT 06032


RE:	DrugMax, Inc.
	Form 8-K filed November 18, 2004
	Form 8-K/A filed November 29, 2004
            File No. 001-15445


Dear Mr. Mercadante:

       	We have the following comments with regard to the above
referenced filings.  We welcome any questions you may have about
our
comments.  Feel free to contact us at the telephone numbers listed
at
the end of this letter.

1. Please revise the Form 8-K to state whether the former
accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-K.
It is not sufficient to state "as a result of the foregoing, BDO
will
not continue to serve as the independent accountant."
2. The disclosure should also indicate whether the board of
directors
recommended or approved the decision to change accountants.
3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.






      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 company and its management are in possession of all
facts
relating to a company`s 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 the company acknowledging that

* The company 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 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.

      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 filings.

	Please file your amendment via EDGAR in response to these
comments within 10 business days of the date of this letter.
Please
note that if you require longer than 10 business days to respond,
you
should contact the staff immediately to request additional time.
Any
questions regarding the above should be directed to me at (202)
824-
5226.

							Sincerely,



							Jason Lawson
						            Staff Accountant

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Edgardo Mercadante
DrugMax, Inc.
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