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<SEC-DOCUMENT>0000000000-05-046931.txt : 20060828
<SEC-HEADER>0000000000-05-046931.hdr.sgml : 20060828
<ACCEPTANCE-DATETIME>20050912115242
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-046931
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050912

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSOLIDATED WATER CO LTD
		CENTRAL INDEX KEY:			0000928340
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER SUPPLY [4941]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		TRAFALGAR PL
		STREET 2:		WEST BAY RD
		CITY:			GRAND CAYMAN BWI CAY
		STATE:			E9
		ZIP:			00000
		BUSINESS PHONE:		8099474277

	MAIL ADDRESS:	
		STREET 1:		TRAFALGAR PLACE, WEST BAY ROAD, P.O. BOX
		STREET 2:		GRAND CAYMAN, CAYMAN ISLANDS, BWI

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CAYMAN WATER CO LTD
		DATE OF NAME CHANGE:	19941212
PUBLIC REFERENCE ACCESSION NUMBER:		0001299933-05-004227
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>




Mail Stop 3561

							August 18, 2005


Frederick W. McTaggart
President and Chief Executive Officer
Consolidated Water Co. Ltd.
Windward Three-4th Fl, West Bay Road
P.O. Box 1114 GT
Grand Cayman, Cayman Islands


	RE:	Consolidated Water Co. Ltd.
		Item 4.01 Form 8-K filed August 17, 2005
		File No. 0-25248


Dear Mr. McTaggart:

          We have reviewed your filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are 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 more information so we may better understand your disclosure.
After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. Please revise the filing to include a letter from KPMG LLP
stating
whether or not they agree with the disclosures in the filing.  The
letter should be filed as Exhibit 16.  See Item 304(a)(3) of
Regulation S-K.
2. We note that you have not yet selected new auditors.  Please
file
a new Item 4.01 Form 8-K when you engage new auditors.





Frederick W. McTaggart
Consolidated Water Co. Ltd.
August 18, 2005
Page 2


3. Please tell us if KPMG has completed all audit work it intends
to
do as of August 15, 2005.  If KMPG continues as your auditor after
August 15, 2005, please file an amendment to this filing
disclosing
the last day they performed audit work and stating, if true, that
there are still no disagreements or reportable events (other than
those already reported).  If you need to file an amendment to
report
audit work extending beyond August 15, 2005, the amendment should
also include an updated Exhibit 16 letter from KPMG.
4. Supplementally, please provide us with any letter or written
communication to and from the former accountants regarding the
material weakness disclosed in the filing.  If they did not advise
you of the control deficiencies in writing, please tell us how
this
information was communicated to you.
5. Please tell us in reasonable detail the nature of each material
weakness and the amounts involved, if any.  Also, tell us:

* in what period each material weakness and accounting error or
misapplication of GAAP occurred;
* the amount of any accounting error or misapplication of GAAP;
* the reason(s) for each error or misapplication of accounting;
* whether or not you intend to restate any prior period for any
adjustments.  If not, tell us why not; and
* in detail, all the steps you have taken (or plan to take) and
procedures you have implemented (or plan to implement) to correct
each concern.
6. Please provide us with a schedule of your fiscal year end
fourth
quarter adjustments to close the books, or adjustments recorded in
connection with or as a result of the audit.  Clearly explain the
reason for each adjustment.  For each adjustment, show us the
impact
on pre-tax net loss.  Quantify the net effect of all adjustments
on
pre-tax net income (loss).  Also, tell us why none of the
adjustments
relate to a prior period.  Explain in detail why you believe the
timing of each adjustment is appropriate.

          As appropriate, please amend your filing and respond to
these comments within five business days or tell us when you will
respond.  Please file your response to these comments as an EDGAR
correspondence file.




Frederick W. McTaggart
Consolidated Water Co. Ltd.
August 18, 2005
Page 3



      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Robert Burnett at
(202)
551-3330, or in his absence, you may call me at (202) 551-3841.

							Sincerely,



							Michael Moran
						            Accounting Branch Chief


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</TEXT>
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