Lucy’s Water World Inc

No. 39 Shuangyu St, Houshayu, Shunyi District

Arcadia Villa # 707, Beijing, China 101318

775-851-7397 or 775-201-8331 fax

March 20, 2012

United States Security & Exchange Commission

Division of Corporate Finance

Attn: Reid Hooper

100 F Street, N.E.

Washington, DC 20549

Re:

Lucy’s Water World Inc.

Registration statement on Form S-1A

File No: 333-179012

Enclosed is our response to your comments of March 12, 2012. Attached you will also find a copy of the “redlined” amendment for comparison purposes.

We look forward to hearing back from you and we hope we responded appropriately to all your comments. Please feel free to contact us directly at 775-851-7397 or fax any response to 775-201-8331 or email to Jsmith@howtogopublic.net.

Sincerely;

s/s Corey Chiu

Corey Chiu

President

March 12, 2012

Via E-mail

Corey Chiu

President, Director

Lucy’s Water World, Inc.

No. 39 Shuangyu St, Houshayu, Shunyi District

Arcadia Villa #707

Beijing, China 101318

RE:	Lucy’s Water World, Inc.
	Amendment No. 4 to Registration Statement on Form S-1
	Filed March 7, 2012

	File No. 333-179012

Dear Mr. Chiu:

We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.

General

We note your response to comment 1 in our letter dated February 28, 2012. However, we still note disclosure in your Plan of Distribution section stating that sales of your common stock by your selling security holders must be made at the fixed price of $0.02 until a market develops. Please revise to state that sales must be made at a fixed price for the duration of the offering.

Response: revised

Statement of Operations, page F-3

We note your response to comment 7 in our letter dated February 28, 2012. Pursuant to Item 701 of Regulation S-K, please amend your filing to disclose the specific dates, i.e., day and month, which 50 million shares were issued and 1 million shares were issued. With respect to the 50 million shares issued, we note the issuance date provided in your prospectus, September 2011, does not include a specific day and is inconsistent with the date, October 31, 2011, provided in your response letter dated March 7, 2012. Also, as previously requested, provide us with a schedule showing your calculation of the weighted average number of shares outstanding.

Response: revised

Lucy's WaterWorld Inc.
Average Weighted Shares
11/1/2011
					Agreement
No.		Name	Shares		Date	Days		WA
	1	LEE CHIA-CHENG		40,000	10/2/2011		30		25,000
	2	LIANGTAO CUI		40,000	10/4/2011		28		23,333
	3	JIAN ZHAO		20,000	10/5/2011		27		11,250
	4	XIANSHENG DUAN		40,000	10/4/2011		28		23,333
	5	JIANHUA WANG		20,000	10/5/2011		27		11,250
	6	YING MAO		40,000	10/4/2011		28		23,333
	7	ZHENG WANG		40,000	10/4/2011		28		23,333
	8	LING HAN		20,000	10/5/2011		27		11,250
	9	YUE XIAO		20,000	10/5/2011		27		11,250
	10	GUANGMING ZOU		20,000	10/5/2011		27		11,250
	11	BING HAN		20,000	10/5/2011		27		11,250
	12	JIA CUI		20,000	10/5/2011		27		11,250
	13	GUOQING XU		40,000	10/5/2011		27		22,500
	14	WEI HAN		40,000	10/5/2011		27		22,500
	15	FUAN HAN		40,000	10/5/2011		27		22,500
	16	YUNXIA DONG		40,000	10/5/2011		27		22,500
	17	YONG CHEN		20,000	10/5/2011		27		11,250
	18	CHENG CHEN		40,000	10/5/2011		27		22,500
	19	FAN FENG		20,000	10/5/2011		27		11,250
	20	YING HAN		40,000	10/5/2011		27		22,500
	21	XINQI WANG		20,000	10/4/2011		28		11,667
	22	LISHA GAO		40,000	10/5/2011		27		22,500
	23	LIHUI ZHU		40,000	10/5/2011		27		22,500
	24	SHAN JIANG		40,000	10/5/2011		27		22,500
	25	YING MA		40,000	10/4/2011		28		23,333
	26	QIONG WU		20,000	10/4/2011		28		11,667
	27	HONG JIANG		20,000	10/4/2011		28		11,667
	28	TIN LI-FENG		20,000	10/6/2011		26		10,833
	29	YONGXU FENG		40,000	10/5/2011		27		22,500
	30	MEI HAN		40,000	10/6/2011		26		21,667
	31	YIDAN LIU		20,000	10/5/2011		27		11,250
	32	XINYA WANG		40,000	10/20/2011		12		10,000
	33	LIANG XU		20,000,000	10/31/2011		1		416,667
	34	COREY CHIU		30,000,000	10/31/2011		1		625,000
		Total		51,000,000					1,598,333

LUCY'S WATER WORLD INC S-1/A