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               EURO TECH HOLDINGS COMPANY LIMITED
                   18/F Gee Chang Hong Centre
                     65 Wong Chuk Hang Road
                            Hong Kong
                      Tel: (852) 2814 0311
                      Fax: (852) 2873 4887




                                                February 28, 2006



VIA FAX: 202-942-9638
---------------------

Mr. William Choi
Branch Chief
Unites States Securities and Exchange Commission
Washington, D.C. 20549-0404

              Re:   Euro Tech Holdings Company Limited (the "Company")
                    Form 20-F for the Fiscal Year Ended December 31, 2004
                    Filed July 14, 2005
                    Form 6-K Filed December 8, 2005
                    File No. 0-22113
                    -----------------------------------------------------

Dear Sir,

     This  letter  is  in  reply to  your  comment  letter  dated
December 31, 2005 regarding the above-noted Company.

     Except  where indicated, we will first restate your comments
and  then  give  our  response to each  comment.   The  numbering
corresponds to your comment numbers.

Comment No. 1
-------------

Where  a  comment below requests additional disclosures or  other
revisions to be made, these revisions should be included in  your
future filings, as applicable.

Response to Comment No. 1
---------------------------

The Company has noted this comment.

                        *   *   *   *   *


<PAGE>


United States Securities
 and Exchange Commission
February 28, 2006
Page 2


Comment No. 2
-------------

Where  you  identify  intermediate  causes  of  changes  in  your
operating  results,  also  describe the  reasons  underlying  the
intermediate  causes.  For example, where you indicate  that  the
increase  in  revenues are from special project  and  engineering
department sales to water and power plants and increased revenues
from sales of Hioki products, expand your explanation to describe
how  you  achieved the increased sales of Hioki products and  how
and  why  special  projects and engineering department  sales  to
water  and  power  plants increased.  Refer  to  Item  303(a)  of
Regulation S-K and SEC Release No. 33-8450.

Response to Comment No. 2
-------------------------

The Company has noted the Staff's comment and will address it  in
future filings.

                        *   *   *   *   *

Comment No. 3
-------------

Please  revise  the discussion of your results of  operations  to
indicate  whether  the  changes  represent  trends  expected   to
continue  into the future.  Also discuss any other known  trends,
demands, commitments, events or uncertainties that will,  or  are
reasonably  likely  to  have  a  material  effect  on   financial
condition,  liquidity and/or operating performance.  Furthermore,
discuss  any key performance indicators that are used  to  manage
the  business and would be material to investors.  Refer to  Item
303(a) of Regulation S-K and SEC Release No. 33-8350.

Response to Comment No. 3
-------------------------

The  only  possible trends we can foresee at this  time  are  the
increasing demands in the PRC for clean water, greater industrial
pollution  controls  and  waste management  and  the  demand  for
electricity.   We do see additional distributors  competing  with
us.   However,  given the political situation in the  PRC,  these
"trends"  could  evaporate quickly.   For  that  reason,  we  are
somewhat  hesitant  to discuss these issues as  `trends"  in  our
future  filings.  As we disclosed in our FYE 2004  20-F,  we  are
placing a greater emphasis on developing our engineering solution
business.

At  the  present  time, we do not know of any  "key  performance"
indicators that could be used to manage our business.  We rely on
our  observation  of economic and political developments  in  the
PRC.

                        *   *   *   *   *

Comment No. 4
-------------

Please  correct  the Exchange Act Rule reference.   Exchange  Act
Rules  13a-15(e)  and  15d-15(e) define disclosure  controls  and
procedures, not Rules 13a-14(c) and 15d-14(e).


<PAGE>


United States Securities
  and Exchange Commission
February 28, 2006
Page 3


Response to Comment No. 4
-------------------------

The  Company has noted this comment and will revise it in  future
filings.

                        *   *   *   *   *

Comment No. 5
--------------

Please  disclose whether there were any changes in your  internal
control  over  financial reporting during your fiscal  year  (not
subsequent  to  the date of the evaluation) that have  materially
affected  (sic)  or  are reasonably likely to  materially  affect
(sic) your internal control over financial reporting.

Response to Comment No. 5
-------------------------

Although we frequently review and update our internal controls,
there were no changes in our internal controls over our financial
reporting (not subsequent to the evaluation) that have materially
affected or are reasonably likely to materially affect our
internal control over financial reporting.


                        *   *   *   *   *

Comment No. 6
-------------

Please provide Schedule II-Valuation and Qualifying Accounts  for
the  activity in your allowance for doubtful debts and  allowance
for  sales returns, if any.  Alternatively, you may provide  such
disclosure  in the notes to the financial statements.   Refer  to
Rules 5-04 and 12-09 of Regulation S-X.

Answer to Comment No. 6
-----------------------

Supplementally, below please find the requested schedule for our
FYE 2004.  We will correct its omission in our future filings.



Schedule II - Valuation and Qualifying Accounts (US$ '000)

---------------------------------------------------------------------------
 Column A      Column B       Column C       Column D        Column E
                              Additions
---------------------------------------------------------------------------
                            -1           -2
---------------------------------------------------------------------------
Description   Balance at   Charged to        Deductions-   Balance at end
             beginning of  costs and          write off      of period
                period      expenses
---------------------------------------------------------------------------
Allowance        19           46                 (7)             58
for doubtful
debts
---------------------------------------------------------------------------

                        *   *   *   *   *


<PAGE>


United States Securities
  and Exchange Commission
February 28, 2006
Page 4


Comment No. 7
-------------

Please  tell  us  whether your equity interests  in  Yixing  Pact
Environmental  Technology Co., Ltd. or Pact Asia Pacific  Limited
represent  significant  equity  method  investees  that   require
separate  financial statements to be filed.  Please also  provide
us  with  a  copy  of your significance text analysis  performed.
Refer to Rule 3-09 of Regulation S-X.

Response to Comment No. 7
-------------------------

Our equity interests in Yixing Pact Environmental Technology Co.,
Ltd.   ("Yixing")  or  Pact  Asia  Pacific  Limited   ("Pacific")
(collectively, "Pact") do not represent significant equity method
investments that require the separate financial statements to  be
filed.   We made the analyses required by Rule 3-09 of Regulation
S-X.   Our analyses follow:

      (A)   The  Company's (all references herein to the  Company
include  its  other subsidiaries) investments in and advances  to
Yixing and Pacific did not exceed 20% of the total assets of  the
Company and its subsidiaries taken as a whole.

            Our   total   assets  at  December  31,   2004   were
approximately  US$15,699,000.  Our  investment  in   Yixing   was
approximately US$282,000, or approximately 1.8% of US$15,699,000.
Our  investment  in  Pacific  was  approximately  US$289,000,  or
approximately 1.8% of US$15,669,000.

      (B)   Our    equity    interest  in   each  of  Yixing  and
Pacific's  income from continuing operations before income  taxes
and  extraordinary items and the cumulative effect of any  change
in  accounting  principles did not exceed 20%  of  the  Company's
income,  as  follows:   Our  income from  continuing  operations,
income  before  taxes, etc. was, for our FYE 2004,  approximately
US$838,000,  consisting of the Company's own income before  taxes
of US$569,000, plus our share of the income before taxes, etc. of
Pacific  and Yixing.  Our share in the income of Yixing for  2004
of US$434,000 was approximately US$131,000 or approximately 15.6%
of  our  income before taxes, etc.  Also, our share in the income
before  taxes,  etc. from Pacific of US$459,000 was approximately
US$138,000  or  approximately 16.4% of our income  before  taxes,
etc.   Please see our tabular presentation as set forth on  ANNEX
I, attached hereto.

      (C)   The Company's proportionate share of the total assets
(after  intercompany eliminations) of Yixing and Pacific did  not
exceed 20% of the total assets of the Company.


<PAGE>


United States Securities
  and Exchange Commission
February 28, 2006
Page 5


      The  asset  test is not applicable for 50%  or  less  owned
person accounted for by the equity method as prescribed in Rule 3-
09.

                        *   *   *   *   *

Comment No. 8
-------------

Please   tell  us  and  disclose  what  the  line  items   "bills
receivable" and "bills payable" represent.

Response to Comment No. 8
-------------------------

Our  references  to "bills payable" and "bills  receivable"  mean
trade  accounts receivable and payable, under a Bank's letter  of
credit,  respectively.  We  will  change  these  line  items   to
"Accounts  Receivable"/"Accounts Payable," respectively,  in  our
future filings.

                        *   *   *   *   *

Please  note  that  we have separated our responses  to  the  two
different paragraphs in your Comment No. 9.

Comment No. 9.  First Paragraph
-------------------------------

We   note  that  PricewaterhouseCoopers  (PwC),  your  certifying
registered accounting firm, has resigned.  Please tell us whether
there were any disagreements with PwC on any matter of accounting
principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or procedure.  If so, describe each disagreement,
state  whether  any audit or similar committee of  the  board  of
directors, or the board of directors discussed the subject matter
with PwC.  Additionally, tell us whether you have authorized  PwC
to  respond  fully  to the inquiries of the successor  accountant
concerning the subject matter of the disagreements and,  if  not,
describe  the nature of any limitation and the reasons for  those
limitations.

Response to Comment No. 9.  First Paragraph.
--------------------------------------------

We  had  no  disagreements with our former certifying  registered
accounting  firm  on  any  matters of  accounting  principles  or
practices, financial statement disclosure, or auditing  scope  or
procedure.  We  have  not  received a  request  from  our  former
accounting  firm  for  authority  to  respond,  but  we  have  no
intention of placing any limitations on their responses.

                        *   *   *   *   *

Comment No. 9.  Second Paragraph
--------------------------------

Additionally, please tell us specifically whether PwC has advised
you of any of the following:


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United States Securities
  and Exchange Commission
February 28, 2006
Page 6



     *    That   your  internal  controls  necessary  to  develop
          reliable financial statements do not exist;
     *    That  information has come to the PwC's attention  that
          has  led  it  to  no longer be able  to  rely  on  your
          representations, or that has made it  unwilling  to  be
          associated with the financial statements you prepared;
     *    That   the   scope  of  the  audit  needs   to   expand
          significantly; and
     *    Whether information has come to PwC's attention that it
          has  concluded  materially  impacts  the  fairness   or
          reliability  of  a previously issued audit  report  and
          whether  the  issue  has  not been  resolved  to  PwC's
          satisfaction prior to resignation.

Response to Comment No. 9.  Second Paragraph
--------------------------------------------

We  believe  that  we  have the necessary  internal  controls  to
develop  reliable  financial statements.  Our  former  accounting
firm  had  advised  some  significant  deficiencies  in  internal
controls in the Audit Committee Report. They had expressed  their
concerns  on  the Company's readiness in meeting the requirements
of  the  Sarbanes-Oxley  Act,  the  sufficiency  of  the  current
management  resources  to  carry out the  comprehensive  work  in
compliance with all the US requirements and restricted access  to
the  financial information of associated companies. However,  the
requirements related to internal controls do not become effective
until   July  2007  as  to  private  foreign  issuers.  See   the
Commission's  press release dated September 21, 2005  (No.  2005-
134)

Our   former  accounting  firm  has  not  provided  us  with  any
information that has come to their attention that has led  it  to
no  longer  rely  on our representations, or  that  has  made  it
unwilling to be associated with the financial statements that  we
proposed.

Our  former accounting firm has not advised us that the scope  of
our audit needs to expand significantly.

Our  former accounting firm has not advised us of any information
that has come to their attention that it has concluded materially
impacts the fairness or reliability of a previously issued  audit
report.


Lastly, the Company acknowledges the following:

      a.   It is responsible for the adequacy and accuracy of the
disclosures contained in the filing.

      b.   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.

      c.   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.


<PAGE>


United States Securities
  and Exchange Commission
February 28, 2006
Page 7


Should  you have any further questions in this regard, please  do
not hesitate to contact us at our counsel, Robert Perez, Esq., at
Gusrae,  Kaplan, Bruno & Nusbaum PLLC, telephone number  212-269-
1400.

                              Very truly yours,

                              EURO TECH HOLDINGS COMPANY LIMITED


                              By:/s/T.C. Leung
                                 -----------------------------------
                                 T.C. Leung, Chief Executive Officer
                                 and Chairman of the Board


<PAGE>



United States Securities
  and Exchange Commission
February 28, 2006
Page 8


Euro Tech Holdings Company Limited: Reply to Staff Comment Letter of
--------------------------------------------------------------------
                                ANNEX I
                                -------
  ____________________________________________________________


                      At December 31, 2004
                      --------------------

(A)  Investment and Advances                  Approximate Percentage
     -----------------------                  ----------------------

     In Yixing = US$282,000
                   divided by               =             1.8
     Our Total Assets = US$15,699,000

     In Pacific = US$289,000
                   divided by               =             1.8
     Our Total Assets = US$15,699,000


 (B) Equity Interest in Income

     Yixing Income Before Taxes, etc. US$434,000

     Our Share in Income Before Taxes, etc. = US$131,000
                   divided by               =             15.6
     Our Total Income Before Taxes, Etc.    = US$838,000


     Pacific Income Before Taxes US$459,000

     Our Share in Income, Etc. US$138,000
                   divided by               =             16.4
     Our Total Income          US$838,000




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