SecProbe.io

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Mail Stop 3651

      							June 23, 2005

Via U.S. Mail and Fax (650-745-3264)

Mr. Dean Antonis
Treasurer and Principal Financial Officer
Auto Underwriters of America, Inc.
2755 Campus Drive,
Suite 155
San Mateo, CA 94403

	Re:	Auto Underwriters of America, Inc.
      Form 10-KSB for Fiscal Year Ended June 30, 2004
		File No. 000-11582

Dear Mr. Antonis:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a future
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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended June 30, 2004

General

1. File under Forms 10-QSB your quarterly information for the
first
three quarters of fiscal year 2005, pursuant to Item 310 of
Regulation SB, or advise us.

Financial Statements and Notes

Note 8. Sale and Purchase of Finance Receivables, page F-12

2. We note that you sold $1.05 million and $179,000 of your
finance
receivables in two separate transactions, respectively, in June,
2004.  Tell us where you have recorded the sales transactions.
Provide us with the journal entries for those sales.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Andrew Mew, Staff Accountant, at (202) 551-
3377
or Robert S. Littlepage, Jr., Accounting Branch Chief, at (202)
551-
3361 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Dean Antonis
Auto Underwriters of America, Inc.
June 23, 2005
Page 3

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