SecProbe.io

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                             RICHARDSON & PATEL LLP
                            10900 Wilshire Boulevard
                                    Suite 500
                              Los Angeles, CA 90024
                            Telephone (310) 208-1182
                            Facsimile (310) 208-1154

                                 August 4, 2005

VIA FACSIMILE
-------------

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C., 20549
Attn.:   Daniel F. Duchovny, Esq.
         Russel Mancuso, Esq.

         Re:      Composite Technology Corporation
                  Amended Registration Statement on Form S-3
                  File No. 333-122280

Messrs. Duchovny and Mancuso:

      On behalf of Composite Technology Corporation (the "Company"), this letter
responds to the comments received from the staff ("Staff") of the Securities and
Exchange Commission in their letter dated August 3, 2005 with respect to the
Company's registration statement on the above-referenced Form S-3. We appreciate
the opportunity to address the issues raised in these comments prior to filing
our amendment to the registration statement and reports in response to the
Staff's comments. We have reproduced the Staff's comments in bold type and have
followed each comment with our response. References in this letter to "we,"
"our" or "us" mean the Company or its advisors, as the context may require.

      We are transmitting the changed pages in response to your letter dated
August 3, 2005. If the changed pages and this letter are acceptable, we intend
to file Amendment No. 5 to the registration statement along with an updated copy
of this letter with the SEC, immediately after the filing of the Company's
amendments to its 10-KSB for the year ending September 30, 2004, 10-Q's for the
quarters ending December 31, 2004 and March 31, 2005, and 8-K dated July 5, 2005
on or about August 5, 2005.

<PAGE>

U.S. Securities and Exchange Commission
August 4, 2005
Page 2

Form S-3
--------

Recent Developments, page 1
---------------------------

1.       We note your response to comment 1; however, it remains unclear why you
         believe outstanding shares of common stock could not be cancelled under
         a Chapter 11 reorganization plan even if you do not elect to liquidate.

         Please note that our plan of reorganization does not contemplate
         cancellation of stock, however, such cancellation could occur under a
         Chapter 11 reorganization if the court does not approve of our plan. We
         have revised our disclosure in this section of the S-3 to clarify the
         risk of cancellation of shares.

Risk Factors, page 3
--------------------

2.       Please disclose the expected impact of the bankruptcy proceeding on
         your financial statements and clarify the accounting that will be
         followed subsequent to the bankruptcy reorganization.

         Note that there is no impact of the bankruptcy on any financial
         statements issued through the quarter ending March 31, 2005.

         Going forward, beginning with the quarter ending June 30, 2005
         reporting, we will follow the guidelines issued by the AICPA under SOP
         90-7. However, due to the nature of our particular bankruptcy, we
         anticipate the impact to be minimal, except for certain
         reclassifications on the balance sheet, income statement and statement
         of cash flows, and for approximately a $4.8MM reorganization expense to
         adjust the carrying value of our $15MM debentures, for the following
         reasons:

         Under SOP 90-7, assets are presented at estimated realizable values.
         Liabilities are set forth at the estimated amounts to be allowed in the
         balance sheet and liabilities subject to compromise are to be
         distinguished from those that are not. In addition, in the income
         statement and statement of cash flows, normal transactions are to be
         distinguished from those that are a consequence of the transactions as
         a result of the reorganization.

         For our particular situation, for the quarter ending 6/30/05, our
         assets are typically "revalued" each quarter for the current assets
         including cash, receivables, inventory, and prepaid expenses and since
         these are recorded at the lower of cost or market, or realizable value,
         as appropriate. In addition, since substantially all of our other or
         longer term assets consists primarily of our equipment which has been
         purchased within the past year, its depreciated net book value
         approximates its market value. We have no other substantial assets
         recorded. Our liabilities consist primarily of trade payables which we
         intend to pay at 100% for both pre and post petition balances, our
         capital leases which have been assumed and are secured by our
         equipment, and our debentures which we will also assume under our plan
         of reorganization. Therefore, there will be no impact due to the
         bankruptcy reorganization due to the reduction of liabilities as one
         might see when liabilities are paid at a discount. For the quarter
         ending 6/30/05, we have reclassified our accounts payables and our
         other pre-petition liabilities as a separate line item.

<PAGE>

U.S. Securities and Exchange Commission
August 4, 2005
Page 3

         We have determined that our $15,000,000 debentures are an allowed claim
         effective as of the date of the Bankruptcy petition filing and we have
         recorded $4,831,970 in reorganization expense to bring the carrying
         value up to $15,000,000 as appropriate under section 25 of SOP 90-7 on
         May 5, 2005. Note that this will result in a reduction in interest
         expense of approximately $177,000 per month beginning 5/5/05 or
         $530,340 per quarter as compared to prior quarters in fiscal 2005.
         Interest expense in the June quarter will include $206,245 of
         prepetition amortization of this discount.

         As for our expenses related to the bankruptcy, these consist primarily
         of legal fees which will be segregated on the Income Statement as
         appropriate under reorganization items. We have not paid any cash for
         legal fees related to the bankruptcy to date and we use the indirect
         method in our statement of cash flows so the impact to that financial
         statement will be minimal.

         For the activities after our plan of reorganization is approved, which
         we anticipate to be on or shortly after September 8, 2005, SOP 90-7, we
         believe that our assets will be in excess of our post petition
         liabilities and since our equity positions will not change, we do not
         qualify for "fresh start" accounting.

         We have added the following risk factor to the S-3/A in the bankruptcy
         risk factor section:

         Accounting for Bankruptcy:

         Under GAAP, in particular AICPA SOP 90-7, upon the approval of our plan
         of reorganization, we are required to revalue our assets to their
         market values and to record as additional expenses and additional
         liabilities for any amounts which represent claims allowed by the
         Bankruptcy Court, which may be in excess of the liabilities recorded in
         our financial statements.

         Assets: Our assets consist primarily of current assets valued at the
         lower of cost or market, which we believe approximates their market
         value and for equipment which we believe that depreciated net book
         value to approximate the market value.

         Current Liabilities and Capital leases: We plan to honor all payables
         and accrued liabilities and our plan of reorganization stipulates
         payment in full for our pre-petition accounts payable. Our Plan also
         stipulates the assumption of our capital leases. However, we have not
         reached the deadline for potential claimants to make claims under the
         bankruptcy. In addition, to date, we have three claims representing
         approximately $750,000 in additional expenses and liabilities that we
         have disputed under the Chapter 11 but which may be allowed by the
         Bankruptcy Court in their entirety or a fraction of that total, or not
         at all. Although we have recorded all liabilities that we believe will
         be the amounts approved under the bankruptcy, we may be required to
         record additional expenses.

<PAGE>

U.S. Securities and Exchange Commission
August 4, 2005
Page 4

         Convertible Debentures: Effective as of the date of the Bankruptcy
         filing, the allowed value of our Debentures was determined to be
         $15,000,000 which was in excess of our carrying value as of that date.
         For the quarter ending June 30, 2005, we have recorded additional
         expense of 4,831,970 as a reorganization item to adjust the carrying
         value of the Debentures to $15,000,000.

Exhibit 23.1
------------

3.       Provide an updated consent of your independent accountants.

         We will file an updated consent with Amendment No. 5 to the
         registration statement.

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

Sales of Unregistered Securities, page 32
-----------------------------------------

4.       We have reviewed the argument you submitted in response to comment 7
         with your position that the June 2004 warrant exercise price reduction
         is not an issuer tender offer. Although we are not making a
         determination at this time regarding the applicability of the tender
         offer rules to your transaction, please note that all persons who are
         by statute and rule responsible for compliance with our rules remain
         accountable for compliance with the requirements set forth in Rule
         13e-4 and the referenced Heritage letter in connection with past
         transactions and future similar warrant exercise price reduction
         transactions.

         Noted.

5.       We note your reference in response to your registration statement on
         Form SB-2 file No. 333-12798; however, it appears that that
         registration statement registers the resale of securities, not the
         original issuance of those securities. Therefore, we reissue the
         comment.

         We have revised Exhibit B to include the issuances of unregistered
         shares of common stock pursuant to warrant exercises for the time
         period from August 1, 2004 to present. Please note that we have also
         added disclosure regarding share issuances pursuant to warrant
         exercises that occurred during the fourth quarter ended September 30,
         2004 to the 10-KSB/A.

Report of Independent Registered Public Accounting Firm, page F-2
-----------------------------------------------------------------

6.       Please refer to prior comment 13. Please provide an updated report of
         your independent auditors.

         We will provide an updated report of our independent auditors with
         Amendment No. 1 to Form 10-KSB.

<PAGE>

U.S. Securities and Exchange Commission
August 4, 2005
Page 5

Consolidated Statements of Shareholder's Equity, page F-5
---------------------------------------------------------

7.       Please refer to prior comment 14. Please provide an updated version of
         your Statements of Shareholder's Equity.

         We have revised our Statements of Shareholder's Equity in response to
         prior comment 14, which will be filed with Amendment No. 1 to the Form
         10-KSB.

Form 8-K dated July 5, 2005
---------------------------

8.       Please expand your disclosure in response to comment 19 to clarify how
         you could have "expense exposure over the above the premiums paid."
         Also, please provide and updated version of your disclosure you intend
         to file on the Form 8-K/A.

         We have revised our disclosure in the 8-K/A to state that we intend to
         record warranty premiums paid or payable to expense in the applicable
         time periods. If we determine through later experience that we have
         expense exposure, due to underinsurance or undercoverage under the
         insurance policy, over the premiums paid (and expensed), we intend to
         record additional warranty reserve to cover the expected losses. We do
         not anticipate that we will have additional expense exposure, however
         and we believe that the insurance coverage will be sufficient to cover
         any losses related to our product.

         We hope that the information contained in this letter satisfactorily
addresses the comments by the Staff. Please do not hesitate to contact the
undersigned by telephone at (310) 208-1182, or by facsimile at (310) 208-1154.

                                                     Very truly yours,
                                                     RICHARDSON & PATEL, LLP.

                                                     /s/ Dorothy B. Vinski

                                                     Dorothy B. Vinski, Esq.

cc:      Mr. Benton H. Wilcoxon,
         Composite Technology Corporation
         2026 McGaw Avenue
         Irvine, CA 92614

         Kevin K. Leung, Esq., Richardson & Patel LLP
         10900 Wilshire Boulevard, Sute 500
         Los Angeles, CA 90024

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