[CEMTREX,
Inc. letterhead]
November
25, 2008
Via
EDGAR
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
Attention: Brian
Cascio, Accounting Branch Chief
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CEMTREX,
Inc.
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Amendment
No. 4 to Registration Statement on Form 10 Filed November 12,
2008
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File
No. 000-53238
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Dear
Ladies and Gentlemen:
In
connection with our response to the comment letter of the staff of the
Securities and Exchange Commission (the “Commission”),
dated
November 19, 2008, regarding CEMTREX, Inc.'s (the "Company")
Form
10 Amendment No. 4. We hereby acknowledge that:
(a)
the
Company is responsible for the adequacy and accuracy of the disclosure in the
filings;
(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 filings;
and
(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.
Kindly
contact Stephen J. Czarnik at (212) 232-8323 with any questions or comments.
I
thank you for your attention to this matter.
With
kind
regards,
/s/
Arun Govil
Mr.
Arun
Govil
President,
Chief Executive Officer,
Treasurer
and Chairman