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CORRESP
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      Response Letter

    September
      7, 2005

    VIA
      EDGAR AND OVERNIGHT COURIER

      Securities
        and Exchange Commission

      Division
        of Corporation Finance

      450
        Fifth
        Street, N.W., Mail Stop 0407

      Washington,
        D.C. 20549

            Attention:

              Larry
                Spirgel

              Assistant
                Director

              Re:

              American
                Technology Corporation
                Form
                  10-K for Fiscal Year Ended September 30, 2004

                Filed
                  December 28, 2004

              Forms
                10-Q for Fiscal Quarters Ended March 31, 2005 and
                June
                  30, 2005

                File
                  No. 0-24248

    Dear
      Mr.
      Spirgel:

    We
      are
      responding to the comments in a letter from the Securities and Exchange
      Commission, dated August 18, 2005, addressed to Mr. Michael A. Russell, Chief
      Financial Officer and Secretary of American Technology Corporation. We sometimes
      refer to American Technology Corporation as "ATC."

    To
      facilitate your review of our responses to your comments, we have numbered
      the
      paragraphs in the following discussion to correspond to the numbering of the
      paragraphs of your letter of August 18, 2005. Our responses to the comments
      are
      italicized.

    Our
      outside legal counsel had a telephone conversation with Albert G. Pappas,
      Staff Attorney, on August 24, 2005, and our responses to comments 1, 2, 4,
      5, 11
      and 13 reflect that discussion.

        Securities
          and Exchange Commission
September 7, 2005
Page 2

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

    Item
      9A. Controls and Procedures, page 37

              1.

              We
                note your disclosure that your disclosure controls and procedures
                are
                "designed to ensure that material information related to us, including
                our
                consolidated subsidiaries, is recorded, processed, summarized and
                reported
                within the time periods specified in the SEC rules and forms." Please
                note
                that under Rule 13a-15(e) of the Exchange Act, the term disclosure
                controls and procedures means controls and procedures that are designed
                to
                ensure that information required to be disclosed in the reports that
                you
                file under the Exchange Act is recorded, processed, summarized and
                reported, within the time periods specified in the Commission's rules
                and
                forms and are also effective to ensure that information required
                to be
                disclosed in the reports that you file or submit under the Exchange
                Act is
                accumulated and communicated to your management, including your principal
                executive and principal financial officers, to allow timely decisions
                regarding required disclosure. See Rule 13a-15(e) of the Exchange
                Act.
                Please revise accordingly.

    Issuer's
      Response

    We
      supplementally confirm that during all reporting periods subject to the Form
      10-K for the fiscal year ended September 30, 2004, and each of the Form 10-Q's
      for the fiscal quarters ended December 31, 2004, March 31, 2005 and June 30,
      2005, we maintained, and we continue to maintain, disclosure controls and
      procedures designed to ensure that material information related to us is
      recorded, processed, summarized and reported with the time periods specified
      in
      the Commission's rules and forms, and designed to ensure that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is accumulated and communicated to our management, including our
      co-principal executive officers and principal financial officer, to allow timely
      decisions regarding required disclosure. We further confirm supplementally
      that
      we have no consolidated subsidiaries.

    In
      future filings, we will describe the design of our disclosure controls and
      procedures using the language as set forth in your comment
      above.

              2.

              We
                note your disclosure that your "co-principal executive officers and
                principal financial officer concluded, as of the date of such evaluation,
                that, except
                as set forth below,
                the design and operation of such disclosure controls and procedures
                were
                effective." (emphasis added) Given the exception noted, it remains
                unclear
                whether your chief executive officer and chief financial officer
                have
                concluded that your disclosure controls and procedures are effective
                or
                not effective. Please revise your disclosure to state, in clear and
                unqualified language, the conclusions reached by your chief executive
                officer and your chief financial officer on the effectiveness of
                your
                disclosure controls and procedures. For example, if true, you can
                state
                that given the identified issue regarding the "tracking of and disclosure
                relating to Section 16 filings," your disclosure controls and procedures
                are not effective. You should not, however, state the conclusion
                in your
                current disclosure, which appears to state that your disclosure controls
                and procedures are effective except to the extent they are not effective.
                Please amend your Form 10-K accordingly.

        Securities
          and Exchange Commission
September 7, 2005
Page 3

    Issuer's
      Response

    We
      supplementally confirm that with respect to their evaluations of the
      effectiveness of disclosure controls and procedures performed in connection
      with
      the filing of the Form 10-K/A (Amendment No. 2) on March 8, 2005, our
      co-principal executive officers and principal financial officer determined
      that
      disclosure controls and procedures were not effective as of September 30, 2004
      as a result of the exception noted in paragraph (a) of Item 9A of such report.
      Please see our response to comment 3 below for more information concerning
      this
      deficiency in disclosure controls and procedures.

    In
      future filings, we will disclose the conclusions of our co-principal executive
      officers and principal financial officer regarding the effectiveness of our
      disclosure controls and procedures, with a single, unqualified conclusion as
      to
      whether such disclosure controls and procedures were effective or
      ineffective.

              3.

              Please
                describe the "steps to improve our tracking of and disclosure relating
                to
                Section 16 filings" that you implemented and disclose whether these
                steps
                have corrected this issue. Please disclose the date you identified
                the
                failure to disclose the late Section 16 filing and the respective
                dates
                you implemented each step to improve your
                procedures.

    Issuer's
      Response

    We
      supplementally advise you that we discovered in early March 2005 that we had
      failed to disclose a single late Section 16 filing during the fiscal year ended
      September 30, 2004, in Item 10 of our Form 10—K/A (Amendment No. 1) filed
      January 28, 2005. The error was discovered in connection with review of our
      proxy materials for the 2005 annual meeting, which materials are also required
      to contain disclosure of late Section 16 filings during the prior fiscal year.
      We determined that the error resulted from a miscommunication with our outside
      counsel. An attorney at our outside counsel had been alerted by us of the
      existence of a late filing, but another attorney at our outside counsel was
      unaware of such determination, and failed to include language in the Form 10-K/A
      (Amendment No. 1) disclosing the late filing. As a result of this error, we
      implemented in March 2005 a procedure whereby Section 16 filings are tracked
      under the supervision of our Chief Financial Officer, who is also charged with
      reviewing the disclosure required by Item 405 of Regulation S-K in our annual
      reports and proxy statements. We believe these procedures have corrected the
      identified deficiency in disclosure controls.

        Securities
          and Exchange Commission
September 7, 2005
Page 4

              4.

              We
                note your disclosure that "[n]o significant
                changes
                were made in our internal control over financial reporting… during our
                most recent quarter that has materially affected, or is reasonably
                likely
                to material affect, our internal control over financial reporting."
                (emphasis added) Item 308(c) of Regulation S-K requires the disclosure
                of
                any
                change
                in your internal control over financial reporting identified in connection
                with an evaluation thereof that occurred during your last fiscal
                quarter
                (or your fourth fiscal quarter in the case of an annual report) that
                has
                materially affected, or is reasonably likely to materially affect,
                your
                internal control over financial reporting. Please
                revise.

    Issuer's
      Response

    We
      supplementally advise you that we made no changes in our internal control over
      financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange
      Act) in connection with the evaluation required by paragraph (d) of
§ 240.13a-15 or 240.15d-15 of Regulation S-K that occurred during our
      fourth fiscal quarter of 2004 that materially affected, or were reasonably
      likely to materially affect, our internal control over financial
      reporting.

    In
      future filings, we will conform our disclosure language to the requirements
      of
      Item 308(c) of Regulation S-K as set forth in your comment
      above.

              5.

              We
                note the disclosure under "Limitations" regarding your system of
                disclosure controls and procedures and internal controls. When discussing
                the design and evaluation of your control system, you discuss inherent
                limitations, lack of absolute assurance and resource constraints.
                Furthermore, you state that "[t]he design of any system of controls
                is
                based in part upon certain assumptions about the likelihood of future
                events, and any design may not succeed in achieving its stated goals
                under
                all potential future conditions. Over time, controls may become inadequate
                because of changes in conditions or deterioration in the degree of
                compliance with policies and
                procedures."

              The
                disclosure in this section is confusing to the extent that it implies
                that
                your disclosure controls and procedures might not operate effectively
                even
                under circumstances where your disclosure controls and procedures
                should
                reasonably be expected to operate effectively. It also implies that
                you
                will not conduct periodic evaluations of your disclosure controls
                and
                procedures to determine whether they have become inadequate. If true,
                this
                would appear to be inconsistent with your regulatory requirement
                to
                establish and maintain effective disclosure controls and
                procedures.

              Please
                revise to state, if true, that your disclosure controls and procedures
                are
                designed to provide a reasonable level of assurance of reaching your
                desired disclosure control objectives, and remove any disclosure
                suggesting otherwise. In addition, and if correct, similarly state
                clearly
                that your co-principal executive officers and principal financial
                officer
                concluded that your disclosure controls and procedures are effective
                in
                reaching that level of reasonable assurance. Finally, delete any
                language
                that states or implies that your disclosure controls and procedures
                will
                or could become inadequate over time or that you do not have an obligation
                to maintain effective disclosure controls and procedures. In the
                alternative, remove this entire paragraph and simply state the conclusion
                of your co-principal executive officers and your principal financial
                officer regarding the effectiveness of your disclosure controls and
                procedures.

        Securities
          and Exchange Commission
September 7, 2005
Page 5

              Issuer's
                Response

    We
      supplementally advise you that our disclosure controls and procedures are
      designed to provide a reasonable level of assurance of reaching our desired
      disclosure control objectives, and that the conclusions of our co-principal
      executive officers and principal financial officer disclosed in each of the
      periodic reports referenced in your letter have been consistent with such design
      criteria.

    In
      future filings, we will omit the disclosure under the heading
      "Limitations."

    Summary
      of Accounting Policies

    Contract
      Manufacturer, page F-9

              6.

              Please
                tell us why it is appropriate to record amounts due from contract
                manufactures net of amounts payable to the manufacturer. Refer to
                paragraph 5 of FIN 39.

    Issuer's
      Response

    Beginning
      in June 2004, we transitioned our manufacturing for our LRAD and HSS products
      from our San Diego facility to a contract manufacturer, Pemstar, Inc. of San
      Jose California. We purchased completed products from Pemstar, which were stored
      in Pemstar warehouses and shipped directly to our customers as required. In
      the
      event that some of the parts needed to build products were available from us,
      we
      and Pemstar orally agreed that Pemstar would purchase such parts from us to
      include in the manufacture of finished products for us. We agreed that Pemstar
      could return such parts to us if they were not used in products manufactured
      for
      us. Pemstar ordered parts from us only on the basis of firm purchase orders
      given by us to Pemstar. This arrangement was used to reflect the agreed transfer
      of title and risk of loss, and to simplify th