JULIO C. ESQUIVEL

(813) 227-2325

jesquivel@slk-law.com

December 8, 2004

VIA EDGAR AND FEDERAL EXPRESS

Mr. Jason Lawson

Staff Accountant

Division of Corporation Finance

Mail Stop 3-9

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0406

Re: DrugMax, Inc.

Form 8-K filed November 18, 2004

Form 8-K/A filed November 29,2004

File No. 001-15445

Dear Mr. Lawson:

On behalf of DrugMax, Inc. (“DrugMax”), we herein respond to the comments of the Staff of the Division of Corporation Finance, dated November 29, 2004, with respect to the filings set forth above. For your convenience, the Staff’s comments are set forth in bold below. In further response to the Staff’s comments, simultaneously herewith, DrugMax is filing a second amendment to its Form 8-K.

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)(l)(i) of Regulation S-K. It is not sufficient to state “as a result of the foregoing, BDO will not continue to serve us the independent accountant.”

In response to the Staff’s comment, we have revised the disclosure to clarify that the former accountant was dismissed.

2. The disclosure should also indicate whether the board of directors recommended or approved the decision to change accountants.

December 7, 2004

Page 2

In response to the Staff’s comment, we have revised the disclosure to clarify that the audit committee of the board of directors approved the decision to dismiss the former accountants and retain the new 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.

In response to the Staff’s comment, we have obtained and filed an updated Exhibit 16.1 letter.

In connection with responding to the Staff’s comments, we hereby acknowledge, on behalf of the Company, that:

• The Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings;

• Staff comments or changes to disclosure in response to Staff comments in the Company’s 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.

Should you require further clarification of the issues raised in this letter or Amendment No. 2 to DrugMax’s Form 8-K, please contact the undersigned at (813) 227-2325.

Sincerely,

/s/ Julio C. Esquivel

Julio C. Esquivel

cc: Allison Kiene