SecProbe.io

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						May 5, 2005

Benton H. Wilcoxon
Chief Executive Officer
Composite Technology Corporation
2026 McGaw Avenue
Irvine, CA  92614

Re:	Composite Technology Corporation
	Amended Registration Statement on Form S-3
	File No. 333-122280
      Filed on April 12, 2005

Dear Mr. Wilcoxon:

      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 comment is 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-3

Risk Factors
1. Tell us why you deleted the risk mentioned in previous comment
17.
Also tell us why you deleted the risk regarding price competition.

Our future revenue is unpredictable - Page 8
2. We reissue comment 9 in part.  Cite with greater specificity
the
current customer contracts mentioned in this risk factor.  Also,
please tell us why you deleted disclosure in response to the third
bullet point of previous comment 9.

We are controlled by a small number - Page 5
3. Please disclose the substance of the second sentence of your
response to comment 11.

We issued duly authorized shares to employees - Page 7
4. Clarify your response to comment 14.  It is unclear why you
address Rule 144 in your analysis.  If shareholders cannot resell
their securities for an amount that exceeds their purchase price
due
to market conditions or otherwise, wouldn`t they potentially have
a
right to put the shares to you due to the potential violation you
cite?  Isn`t the potential size of your obligation material?

Selling Security Holders - Page 12
5. We reissue comment 20.  Describe the material terms of the
relationships mentioned at the end of the second paragraph.  For
example, disclose the term of any agreement, and the compensation
to
be paid and already paid.
6. We note your response to comment 21 and we reissue it in part.
With respect to consideration the selling shareholder`s paid in
the
past three years, describe the transaction and disclose the
consideration in the registration statement.
7. Please reconcile the information from Exhibit A supplemetally
submitted with your prior amendment to the number of shares
beneficially owned and registered for resale by the selling
security
holders.

Where You Can Find More Information - Page 15
8. The financial statements should be updated if required by Item
310
of Regulation S-B.

Exhibits - Page II-2
9. Please revise the filing to include an updated accountants`
consent.

Form 10-KSB for the year ended September 30, 2004

Description of Business

Corporate History - Page 4
10. Please expand your response to comment 29 to tell us:
- 	whether you distributed information statements for the
transactions, even though you did not file them; and
-	how you have insured that you will comply with your future
filing obligations under Section 14 of the Exchange Act.

Intellectual Property - Page 11
11. We reissue comment 35 in part.  Please clarify how you have
rights to the inventions of Dr. Bryant.

Marketability - Page 12
12. Please tell us whether the entities named in this section and
in
the section entitled "Summary of Events" have consented to your
use
of their data and whether any of the reports were prepared
specifically for your use.  If any of the reports mentioned in
your
filing are not public or were prepared specifically for your use,
as
it appears to be the case for the Kinectrics report, please file a
consent as an exhibit to your registration statement as required
by
Rule 436 of the Securities Act.

Competition - Page 13
13. We reissue comment 38.  We note that you did not include a
definition of the term "unreserved acceptance."
14. It appears that no revisions were made in response to comment
39.
We reissue the comment.

Equity Compensation Table - Page 31
15. Please expand your disclosure in response to comment 41 to
provide the information required by Regulation S-B Item 201(d)(3).

Sales of Unregistered Securities - Page 32
16. We note your response to comment 42.  While we may not
necessarily agree with your analysis with respect to the November
2003 offer, please confirm that you will contact our Office of
Mergers and Acquisitions before you conduct any similar
transactions
in the future.  With respect to the December 2003 offering and
related June 2004 reduction in warrant exercise price, please tell
us
the number of days during which your offer was outstanding and
whether you would have accepted the exercise of less than all of
the
warrants.
17. We reissue comment 43.  For example, we note your reference to
the November 2001 issuance of common stock for "legal services"
does
not mention the amount of services you received.
18. We note your response to comment 44.  Please tell us why you
deleted the disclosure referenced in our comment.  Did the
transaction deleted not occur?
19. We reissue the last sentence of comment 45.  It does not
appear
you responded to that part of our comment.
20. It is unclear how you addressed the concern raised in previous
comment 46.
21. Expand the table provided in response to comment 47 to include
all unregistered sales of equity securities, including option and
warrant exercises. Also expand the table to indicate in which
filing
each sale was disclosed.

Managements` Discussion and Analysis or Plan of Operation - Page
39

Results of Operations - Page 39
22. Refer to previous Comment 49. Please revise the discussion of
the
$2.65 million contract to clarify that revenue will be recorded
upon
completion of the contract in accordance with the completed
contract
method of revenue recognition.
23. Tell us more details of the $2.5 million service revenues
recorded in fiscal 2004, including when the services were
completed
and if there are any additional obligations related to this
agreement. Are any of the amounts refundable? In addition,
indicate
when the remaining amounts will be collected and if any problems
are
anticipated with the collection of this receivable.

Summary Compensation Table - Page 50
24. Disclose your response to comment 64.

Option Grants Table - Page 50
25. Reconcile you statement that there were no option grants
during
the year with the 2004 option grants made to Mr. Robbins as
reflected
in your Summary Compensation Table.

Consolidated Financial Statements - Page F-1

Report of Independent Registered Public Accounting Firm - Page F-2
26. Refer to previous Comment 71. We note that your auditors did
not
audit the following:
* The cumulative balance from the period from March 28, 2001
(inception) to September 30, 2004.  An auditor`s association with
the
cumulative data is required on an annual basis as long as you are
in
the development stage.
* The consolidated statements of operations, shareholders` equity
and
cash flows for the year ended September 30, 2003.

27. The audit report should be revised to identify these periods
as
audited as required by Item 310(a) of Regulation S-B.
28. If you restated the financial statements these must be labeled
"restated."  The financial statements must also include the
disclosures required by APB 20.  Note that the auditor`s report
must
include an explanatory paragraph describing any restatement as
required by AU Section 508.  Supplementally, please tell us in
detail
what balances were restated and the accounting basis for the
changes.
Please ensure this comment is applied to all your future Form 10-
Q`s
as well.
29. We noted that the auditors` report is not dated.  Please
revise
to include the date of your auditors` opinion.

Consolidated Balance Sheet - Page F-3
30. Please revise the heading to say "and Subsidiaries" consistent
with the rest of the financial statements.

Consolidated Statements of Operations - Page F-4
31. Refer to previous Comment 72. Please revise your footnotes to
disclose the extent of your reliance on sales to one customer as
required by paragraph 39 of SFAS 131.  If this information has
already been included in the amendment as indicated in your
response,
tell us where it is disclosed.

Consolidated Statements of Shareholders` Equity - Page F-5
32. Refer to previous Comment 75.  Revise to present each equity
instrument issuance separately and indicate the date of such
issuance. As previously requested, the footnotes should clearly
disclose the basis for the values assigned for each issuance
involving noncash consideration and the expense recorded in the
financial statements. Refer to paragraph 11 of SFAS 7.
33. Refer to previous Comment 76. Please tell us specifically how
you
modified your prior disclosure for the "cancellation of previously
issued shares preferred stock exchange" as that subtitle no longer
appears on your shareholders` equity statement or in the footnotes
to
the financial statements.

Supplemental Schedule of Non-Cash Financing Activities - Page F-13
34. Please revise the value of the 1,213,254 shares of restricted,
unregistered common stock to the appropriate amount. It currently
states that value as $1,520,0471,471,308.

Note 2 - Going Concern - Page F-15
35. Refer to previous Comment 78. Revise the filing to provide
details of and the justification for managements` assertion that
it
"is anticipated that the Company will begin generating sales in
the
Fiscal year ended September 30, 2005."

Note 3 - Summary of Significant Accounting Policies - Page F-15

Stock-Based Compensation - Page F-16
36. Refer to previous Comment 80. Please supplementally clarify
your
accounting for stock-based compensation and warrants issued to
non-
employees. Specifically, tell us why you are recognizing the
changes
in fair value over the vesting period; cite the specific
accounting
literature you relied upon.
37. We see that you are utilizing the Modified Black-Scholes-
Merton
pricing model to value equity transactions. Please revise the
filing
to provide specific details of the assumptions utilized in those
calculations.

Revenue Recognition - Page F-17
38. Refer to previous Comment 79. Supplementally, please address
the
following:
* We see that you sell your product through distributors.
Supplementally describe the significant terms of your agreements
with
distributors, including payment, return, exchanges, and other
significant matters.  Supplementally explain and support when you
recognize revenue to distributors.  Revise the filing to clarify.
Refer to SAB 104 and SFAS 48 as necessary in your response.
* Please tell us more about your sales to your cable wrapping
partner. What are the significant terms and conditions of the
distributor agreement with your partner? What obligation do you
have
to repurchase the inventory when the sales are not governed by the
distributor agreement?  Tell us why it`s appropriate to recognize
revenue from transactions with your inventory manufacturing
partner.
* We see that for multiple element contracts you do not allocate
the
arrangement consideration to the elements due to lack of vendor
specific objective evidence of fair value (VSOE). However,
according
to paragraph 16 of EITF 00-21, VSOE is the preferable method of
allocation when it is available, but "third-party evidence of fair
value is acceptable if VSOE of fair value is not available." Tell
us
how you considered third-party evidence of fair value in your
assessment of the allocation of arrangement consideration for your
multiple element contracts. Clarify how you comply with EITF 00-
21.

Note 6 - Investment in Other Companies - Page F-19
39. Refer to previous Comment 81. Your supplemental response noted
that the original disclosure was in error and that the proper
value
of the transaction was $90,356. We noted that the footnote
currently
has the transaction valued at $191,450. Please supplementally
reconcile these balances for us or revise the disclosure.

Note 7 - Commitments and Contingencies - Page F-21
40. Refer to previous Comment 83. Please revise the filing to
consistently disclose for each case the details of the amounts
accrued and provide a discussion of the expected impact of this
litigation on financial condition, results of operations and
liquidity or indicate the reason that this assessment cannot be
made.
For each case that has been settled, please provide a detailed
discussion of the terms of that settlement and how this was
recorded
in the financial statements and for cases that have been
dismissed,
please clearly state that fact. Refer SAB Topic 5Y.

Note 8 - Shareholders` Equity - Page F-27

Services Rendered - Page F-28
41. Refer to previous Comment 85. For issuances of stock for
services
rendered, please revise the filing to clearly identify whether the
issuances were based on the fair market value of the stock issued
or
the fair value of services provided. For example, in numerous
instances you state "services valued at", "services provided
valued
at" or "common shares valued at" which may be confusing to
investors;
please revise to clarify your valuation technique.
42. Provide details of how the amounts recorded to expenses
related
to the issuances of stock, warrants and options for services in
the
statements of cash flows agree with the amounts discussed in Note
8.
43. In this regard, please tell us the basis for utilizing the
common
stock price of your registered common shares to value your
transactions involving restricted, unregistered common stock.
Please
also tell us the specific details of the discounts assigned to the
quoted market prices and the accounting basis for this discount in
all instances. We would expect that any discounts assigned to
traded
or quoted prices would be rare and only in unusual circumstances.
If
there are any such discounts there should be clear disclosure that
quantifies the amount of the discount and the basis for using a
price
other than your quoted market price.

Investments in Other Companies - Page F-30
44. Supplementally, please tell us why using a 50% discount to the
closing price of the Company`s common stock was a more reliable
measure of fair value than utilizing the fair value of 37,335
share
of AMJ common stock.

Legal Settlements - Page F-30
45. We noted on page 24 that the April 2003 settlement of Jarblum
v.
TTC, et. al. resulted in the issuance of 50,000 Series K warrants
and
cash payments of $210,000. However, we see here that in February
2003
you issued 1,500,000 shares of restricted, unregistered common
stock
as part of the settlement. Supplementally and in detail, please
tell
us the settlement agreement that was reached with Jarblum, the
basis
for your discounting technique and your assumptions utilized to
discount the shares. Please revise the filing to also disclose
this
information.

Stock Options - Page F-34
46. Refer to previous Comment 88.  We see you recorded $364,277 of
compensation expense related to the cashless exercise provisions.
Supplementally please tell us how you calculated the compensation
charge. Please also revise the filing to include the assumptions
and
share prices utilized in your compensation expense calculation.
47. We see that you amended your disclosure to say, "the company
does
not intend to allow for future cashless exercise of stock
options."
However, we see in your Form 10-Q for the quarter ended December
31,
2004 you allowed