SecProbe.io

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Mail Stop 4651

								July 11, 2005

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

Re:	United Systems Technology, Inc.
	Amendment No. 3 to Schedule 13E-3
	File No.  5-37771
	Filed June 29, 2005

	Preliminary Proxy Statement on Schedule 14A
	File No.  0-09574
	Filed June 29, 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.
1. Your response to prior comment 2 indicates that you did not
consider the contents of the May 20, 2005, May 31, 2005 or June 3,
2005 press releases to constitute proxy solicitations nor intend
for
any such press releases to constitute proxy solicitations.  It is
not
clear why, in your view, the contents of the press releases do not
constitute proxy solicitations.  Considering all three press
releases
make reference to the shareholder approval necessary to ensure
completion of the going private transaction, these press releases
could constitute communications to security holders under
circumstances reasonably calculated to result in the procurement,
withholding or revocation of a proxy, as defined by Rule 14a-1(l)
and, therefore, constitute solicitations.  Please keep this in
mind
in satisfying your disclosure obligations under Regulation 14A.
2. We note that you filed on June 29, 2005 two proxy statements,
labeled "PRE 14A" and "PRER 14A."  Please be advised that each
proxy
statement revised in response to a comment letter or revised for
any
reason should be filed using the EDGAR tag "PRER 14A."
Ordinarily,
only the initial filing of the proxy statement would be filed
using
the tag "PRE 14A."  Please confirm that you will use the
appropriate
tags in future proxy filings.

3. Please see prior comment 6 in our letter dated June 23, 2005.
We
note from your response that "the compilations were presented to
the
Board of Directors" and that the presentation was made "during the
early stages of its deliberations . . . prior to its approval of
the
initial per share consideration of $0.0675 per share. . . ."  As
you
know, each and every report, opinion, consultation, proposal or
presentation, whether written or oral, received by any filing
person,
their affiliates or representatives constitutes a report within
the
meaning of Item 1015(b) of Regulation M-A, under Item 9 of
Schedule
13E-3.  Accordingly, each Item 9 report must be summarized in
considerable detail in the proxy statement and any written
materials
must be filed pursuant to Item 1016(c) of Regulation M-A as
exhibits
to the Schedule 13E-3.  Please revise your disclosure to describe
the
information provided and file the materials as an exhibit to the
Schedule 13E-3.  Alternatively, tell us why the reports are not
materially related to the going-private transaction, considering
they
relate to the consideration or the fairness of the consideration
offered to security holders, and are not required to be filed.

	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, in
her
absence, you may contact me at 202-551-3264.  If you still require
further assistance, please contact Barbara C. Jacobs, Assistant
Director, at 202-551-3730.

      Sincerely,

      Mara Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc:  	Via facsimile:  972-402-9922
      Randy McGee
	Chief Financial Officer

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Thomas E. Gibbs
United Systems Technology, Inc.
July 11, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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