SecProbe.io

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Room 4561

									June 23, 2005

Thomas E. Gibbs
President and Chief Executive Officer
United Systems Technology
1850 Crown Road, Suite 1109
Dallas, Texas  75234

Re:	United Systems Technology
	Amendment No. 2 to Schedule 13E-3
	File No.  5-37771
	Filed June 3, 2005

	Preliminary Proxy Statement on Schedule 14A
	File No.  0-09574
	Filed June 3, 2005

      Form 10-K for the year ended December 31, 2004
      File No.  0-09574

Dear Mr. Gibbs:

	We have reviewed your filings and have the following
comments.

General
1. We reissue our prior comment that you must file the
correspondence
you submitted to the staff in response to our comments on EDGAR,
tagged as "CORRESP."  We are unable to locate this information on
EDGAR.  Note that each response letter should be filed
simultaneously
with the filing of the preliminary proxy and Schedule 13e-3
filings.
2. We note that the company issued press releases pertaining to
the
transaction on May 20, 2005, May 31, 2005 and June 3, 2005 and
filed
them under cover of Form 8-K.  In the future, please consider the
application of Rule 14a-12 with respect to written communications
regarding matters that are or may be subject to a proxy
solicitation
prior to furnishing a proxy statement.
Schedule 14A

3. See prior comment 3.  Please tell us what steps you have taken
or
will take to correct the tag on the April 18, 2005 preliminary
proxy
filing, which is still mislabeled as definitive, so that it
reflects
a revised preliminary filing.
Special Factors

4. See prior comment 8.  Your revised disclosure identifies as a
"key
consideration" the role of the two independent directors whom you
identify as "better suited to represent the interests of the
Company`s unaffiliated shareholders" with respect to the
reverse/forward split.  Please revise the disclosure to address
the
apparent conflict of interest between the independent directors-
who
will be continuing shareholders of the company-and the
unaffiliated
shareholders that will be cashed out.  Please include disclosure
in
this section specifically stating that each of the two independent
directors owns 10,000 or more shares and will be continuing
shareholders after the reverse/forward split.

5. Your disclosure on page 21 indicates that the Board, in
determining the cash consideration to be paid to shareholders,
considered "the going concern or fair market value, on a non-
controlling basis (as determined by W&T)."  Please revise to
disclose
whether the Board independently conducted an analysis of the going
concern value.  In this regard, we note that you have removed any
references to the Board`s adoption of W&T`s analysis.  We remind
you
that the discussion of the substantive fairness determination
should
include each filing person`s consideration of the factors,
including
going concern value, listed in Instruction 2 to Item 1014 of
Regulation M-A, or if a filing person relied on the analysis of
another, it must expressly adopt the conclusion and analyses of
the
party that performed the Item 1014(b) analysis in order to fulfill
its disclosure obligation.

6. See prior comment 10.  You state on page 34 that the board
engaged
in a "detailed discussion" and considered, among other factors,
"market premiums paid by other issuers in going private
transactions."  Please revise the disclosure to provide
appropriate
detail behind these discussions.  For example, what considerations
were given to the current and historical market prices?   As to
the
comparative evaluation you undertook, which issuers did you
include
in your study and how were they comparable to the instant
transaction?  When did management undertake this study, before or
after receiving the Constellation letter of interest?  Was any
outside party involved in the preparation of such study?  Why
isn`t
this study addressed in your discussion of cash consideration on
page
21?

7. Regarding your decision to increase the price to $0.08 per
share,
and in light of the W&T update letter, which did not alter its
initial fair market valuation, it is unclear how management
arrived
at the figure of $0.08, and not some other amount.  Who first
proposed the $0.08 figure?  Were other amounts considered and
rejected?  If so, please expand the disclosure to address more
specifically how management reached an agreement that the cash out
price should be increased to $0.08, including your response to
prior
comment 10 where you indicate that $0.10 is "based on a 100%
controlling interest in the Company, whereas the Board of
Directors`
cash-out price and W&T`s share valuation are based on a non-
controlling interest value and is not directly comparable."

8. You state several times, in connection with the $0.10 per share
offer by Constellation that the company is "not for sale."  Do you
mean to suggest the company is not for sale at any price?  It
would
appear more accurate to state that management is unwilling to sell
its shares at $0.10 per share for the reasons you outline and that
without management`s willingness to sell, the offer, conditioned
as
it is upon a 100% controlling interest by the buyer, could never
be
consummated.  Please remove the statements that the company is
"not
for sale" and expand the discussion to address the reasons why the
Constellation offer was rejected.  Please specifically address how
management`s rejection of the Constellation offer is consistent
with
your conclusion that the reverse/forward split is in the best
interests of the Company and its unaffiliated shareholders.

Summary Financial Information, page 35
9. Please revise your discussion to provide the most recent
financial
information for the quarterly period ending March 31, 2005.

Closing Information

	File an amendment to the proxy statement in response to our
comments.  Please file clearly and accurately marked copies of the
amendment and include in your response letter page references to
the
amendment indicating where changes in response to our comments are
located.  Response letters specifically stating what changes were
made in response to our comments and identifying the page numbers
in
the amended version where the changes may be found will
significantly
facilitate our review.  In addition, please also note the location
of
any material changes made for reasons other than in response to
our
comments.  In the event that you disagree with any of our
comments,
provide the basis in your response letter.  We may have additional
comments based on your responses.

      Please contact Maryse Mills-Apenteng at 202-551-3457 or you
may
contact Mara Ransom in the Office of Mergers and Acquisitions at
202-
551-3264.  If you still require further assistance, please contact
me
at 202-551-3730.

Sincerely,

      Barbara C. Jacobs
							Assistant Director

cc:  	Via facsimile:  972-402-9922
      Randy McGee
	Chief Financial Officer
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Thomas E. Gibbs
United Systems Technology
June 23, 2005
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