SecProbe.io

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July 15, 2005

                                                       direct dial: 817.420.8209
                                                               vrew@winstead.com
                                                               -----------------

                                                       direct dial: 817.420.8225
                                                            jhoover@winstead.com
                                                            --------------------
Via Federal Express
-------------------

Ms. Maryse Mills-Apenteng
Division of Corporate Finance
Mail Stop 4-6
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      Response to Comments Received from the Staff of the Commission
                  with respect to the Schedule 13E-3 filed June 29, 2005 (File
                  No. 5-37771), which was previously filed on June 3, 2005 and
                  April 19, 2005 and originally filed on March 7, 2005, and the
                  Schedule 14A filed June 29, 2005 (File No. 0-09574), which was
                  previously filed on June 3, 2005 and April 18, 2005 and
                  originally filed on March 7, 2005, of United Systems
                  Technology, Inc.

Dear Ms. Mills-Apenteng:

     As legal counsel to United Systems Technology, Inc. (the "Company"), this
letter sets forth the responses of the Company to the comments of the staff of
the Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission (the "Commission") received by letter dated July 11, 2005 (the
"Comment Letter") with respect to the above-referenced Schedule 13E-3 (the
"Schedule 13E-3") and Schedule 14A (the "Schedule 14A"). Enclosed herewith is
one clean and one black-lined copy of Amendment No. 4 to the Schedule 14A (the
"Amendment"), which, in response to the Comment Letter, includes revisions to
the Schedule 14A. Also enclosed is a copy of the Company's acknowledgment letter
in response to a request contained in your April 5, 2005 comment letter to the
Company.

     For the convenience of the Staff, we have set forth below, in boldface
type, the number of each comment in the Comment Letter followed by the Company's
responses thereto. As applicable, after each of our responses below, we have
also provided the page number of the black-lined copy of the Amendment to
indicate where changes in response to your comments are located within such
copy.

<PAGE>

Ms. Maryse Mills-Apenteng
July 15, 2005
Page 2 of 7

General
-------

     1.   Although the Company continues to maintain that the contents of its
          May 20, 2005, May 31, 2005, and June 3, 2005 press releases do not
          constitute proxy solicitations subject to Rule 14a-12, we acknowledge
          your contrary interpretation (i.e., that such press releases could
          constitute communications to security holders under circumstances
          reasonably calculated to result in the procurement, withholding or
          revocation of a proxy). Accordingly, the Company will file all future
          press releases related to the going private transaction as soliciting
          material under cover of Schedule 14A.

Schedule 14A
------------

     2.   Your comment is duly noted. The Company will use the EDGAR tag "PRER
          14A" for all future preliminary proxy filings which are not initial
          filings, as opposed to using the EDGAR tag "PRE 14A." Furthermore, it
          is our understanding that any black-lined copies of the Proxy
          Statement filed on EDGAR will be viewable as such by the Staff but
          will appear as clean copies to the public.

Special Factors
---------------

Fairness of the Transaction
---------------------------

     3.   We have revised the disclosure as requested (see the two revised
          excerpts from the black-lined Proxy Statement below). As you will note
          in our revised disclosure, the Company's Board of Directors did not
          receive or review any portion of the written materials contained in
          the compilations referenced in your comment 3. Rather, the Company's
          legal counsel orally presented the general conclusions (and the
          general conclusions only) contained in the compilations. Such
          presentation was intended to provide the Board of Directors with a few
          key facts regarding recent trends in pricing going private
          transactions since the Board of Directors has had no previous
          experience in such transactions. The only information provided to the
          Board of Directors was this brief oral presentation from the Company's
          legal counsel, the material points of which are now set forth in the
          amended proxy. Given this factual background, the oral presentation by
          counsel should not be considered a report from an outside party, as
          described Item 1015 of Regulation M-A.

          a.   The following paragraph appears on Page 21 of the black-lined
               Proxy Statement:

               Cash consideration. In determining the cash consideration to be
          paid to Cashed-Out Shareholders in connection the Reverse/Forward
          Stock Split, the Board of Directors factored in the Common Stock's
          current market prices, historical market prices, and going concern or
          fair market value, on a non-controlling interest basis (as determined
          by W&T). Regarding going concern or fair market value, the Board of
          Directors relied on and adopted the conclusion and analyses contained
          in the Valuation Report and the W&T Update Letter and did not
          independently conduct an analysis or calculation of such

<PAGE>

Ms. Maryse Mills-Apenteng
July 15, 2005
Page 3 of 7

          value. The Board of Directors also considered market premiums paid by
          other issuers in going private transactions (particularly during the
          post-SOX period), as contained in compilations of publicly available
          information, as orally presented by the Company's legal counsel with
          respect to the general conclusions contained in such compilations (see
          "SPECIAL FACTORS - Fairness of the Transaction - Deliberations of the
          Board of Directors"). The Board of Directors also considered the
          Common Stock's net book value and liquidation value, but did not
          factor such values into the cash consideration calculation because the
          Board of Directors did not consider such values to be indicative of
          the Company's value. With the Company having been in existence for
          over twenty-five years, the Board of Director's believed net book
          value to represent historical accounting values that do not properly
          reflect the current economic value of the Company or its assets.
          Regarding liquidation value, the Board of Directors focused on the
          Company's status as a software company. Given that most of the
          Company's assets are service-related and intangible, the Board of
          Directors did not believe that liquidation values for such assets
          would accurately reflect their market value to an ongoing business
          enterprise. It should also be noted that W&T did not rely on net book
          value or liquidation value in making its independent valuation of the
          Common Stock. Finally, the Board of Directors did not consider prior
          purchases of the Common Stock by the Company or firm offers received
          by the Company, as no such purchases were made or firm offers received
          during the past two years. However, in reaching its cash consideration
          calculation, the Board of Directors did consider an unsolicited
          indication of interest letter (not a firm offer) received from a third
          party regarding the possible acquisition of all of the outstanding
          shares of Common Stock, subject to certain conditions (see "SPECIAL
          FACTORS - Fairness of the Transaction - Deliberations of the Board of
          Directors").

          b.   The following paragraph appears on Page 32 of the black-lined
               Proxy Statement:

               On March 2, 2005, the Board of Directors held a special meeting,
          by telephone, attended by all four of the Company's directors,
          including the Company's Chief Executive Officer, Chief Financial
          Officer, and two Independent Directors, and Vernon E. Rew, Jr. and
          Justin A. Hoover. At such meeting, the directors examined the
          constituent documents necessary to proceed with the Reverse/Forward
          Stock Split and submit such transaction to shareholder vote at the
          Annual Meeting of Shareholders. First, the Board of Directors reviewed
          an initial draft of the proposed Schedule 13E-3, which Mr. Rew
          explained is primarily a technical document that must be filed with
          the SEC for all going private transactions regardless of the method
          employed by the issuer (in this case a reverse/forward stock split).
          Second, the Board of Directors revisited the draft of a proposed proxy
          statement for the Annual Meeting of Shareholders, which had been
          revised since the last meeting of the Board of Directors on February
          17, 2005. Among other things, the Company's Chief Financial Officer
          confirmed the anticipated cost savings associated with the Company's
          not having to obtain and pay premiums for directors and officers
          insurance as a result of going private. Third, the Board of Directors
          discussed the initial draft of the Valuation Report prepared by W&T as
          of February 11, 2005,

<PAGE>

Ms. Maryse Mills-Apenteng
July 15, 2005
Page 4 of 7

          and confirmed that there were no material concerns regarding the
          contents of the Valuation Report as presented in its initial draft.
          Fourth, the Board of Directors discussed an initial draft of a
          proposed press release to announce the Company's going private
          transaction and proposed Reverse/Forward Stock Split. On a related
          matter, Mr. Rew generally discussed the SEC's proxy solicitation rules
          as applied to director discussions with shareholders leading up to the
          Annual Meeting of Shareholders. Finally, the meeting culminated with a
          detailed discussion of considerations for the Board of Director's
          determination of the cash consideration (i.e., the price per share to
          be paid to Cashed-Out Shareholders) to be used for the Reverse/Forward
          Stock Split. Such discussion included, among other items,
          consideration of the Valuation Report, the historical prices of the
          Common Stock, and market premiums used by other issuers in going
          private transactions (particularly during the post-SOX period), as
          well as the impact of the Reverse/Forward Stock Split on both
          Cashed-Out Shareholders and Continuing Shareholders. The market
          premium analysis involved an oral presentation by Mr. Rew of the
          general conclusions contained in two compilations of publicly
          available information on market premiums paid in going private
          transactions prepared by two reputable investment banking firms. The
          Board of Directors did not receive or review any written materials
          with respect to such compilations. Specifically, Mr. Rew orally
          presented the following general conclusions from the two compilations:
          (i) a downward trend in premiums for going private transactions (noted
          in both compilations); (ii) a median premium in 2003 of 25.4% for all
          issuers, 19.6% for issuers in smaller transactions valued under $10
          million, and 12.3% for issuers in transactions with a share price of
          $2.00 per share or less (contained in one compilation's 2001 to 2003
          analysis); and (iii) a median premium in 2004 of 17.2% (contained in
          the other compilation's 1994 to 2004 analysis). In concluding the
          meeting, the Board of Directors set the following day, March 3, 2005,
          for its next meeting to address the Reverse/Forward Stock Split and
          the amount of cash consideration which would be paid to Cashed-Out
          Shareholders in such a transaction.

Additional Revisions.
---------------------

     In addition to the items discussed above, you will note several revisions
to Proxy Statement which have been made to bring certain market information
disclosures current as of the date of the amended proxy filing.

     [See Pages 23, 39, 49, and 50 of the black-lined Proxy Statement.]

     We have also revised the disclosure on Page 42 of the black-lined Proxy
Statement regarding persons who have indicated that they will vote in favor of
the Reverse/Forward Stock Split at the Annual Meeting to include the voting
shares held by three of the Company's key employees.

     Finally, we have now included the relevant record date, mailing date, and
annual shareholder meeting date
                                 ---------------

<PAGE>

Ms. Maryse Mills-Apenteng
July 15, 2005
Page 5 of 7

     Should any member of the Staff have any questions or additional comments
regarding the Amendment or the responses to the Staff's Comment Letter set forth
above, please do not hesitate the call the undersigned at (817) 420-8209 or
(817) 420-8225, respectively.

                                                 Sincerely,

                                                 Vernon E. Rew, Jr.

                                                 Justin A. Hoover

VER:jah
Enclosures

cc:      Barbara C. Jacobs (w/ encl.)
         Assistant Director, Division of Corporate Finance, SEC

         Thomas E. Gibbs (w/ encl.)
         Randall L. McGee (w/ encl.)

<PAGE>

Ms. Maryse Mills-Apenteng
July 15, 2005
Page 6 of 7

July 15, 2005

Ms. Maryse Mills-Apenteng
Division of Corporate Finance
Mail Stop 4-6
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

          Re:  Acknowledgments Relating to Comments Received from the Staff of
               the Commission with respect to the Schedule 13E-3 filed June 29,
               2005 (File No. 5-37771), which was previously filed on June 3,
               2005 and April 19, 2005 and originally filed on March 7, 2005,
               and the Schedule 14A filed June 29, 2005 (File No. 0-09574),
               which was previously filed on June 3, 2005 and April 18, 2005 and
               originally filed on March 7, 2005, of United Systems Technology,
               Inc.

Dear Ms. Mills-Apenteng:

     The acknowledgments below are being provided in connection with the
responses of United Systems Technology, Inc. (the "Company") to the comments of
the staff of the Division of Corporation Finance (the "Staff") of the Securities
and Exchange Commission (the "Commission") received by letter dated July 11,
2005 (the "Comment Letter") with respect to the above-referenced filings.

       On behalf of the Company, I hereby acknowledge that:

          o    The Company is responsible for the adequacy and accuracy of the
               disclosure in the above-referenced filings;

          o    Staff comments or changes to disclosure in response to Staff
               comments do not foreclose the Commission from taking any action
               with respect to the above-referenced filings; and

          o    The Company may not assert Staff comments as a defense in any
               proceeding initiated by the Commission or any pe