SecProbe.io

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[LOGO]AEHR TEST SYSTEMS
      400 Kato Terrace
      Fremont, CA 94539
      Phone: 510.623.9400
      Fax: 510.623.9450
      Web: www.aehr.com

February 28, 2005

Mr. Patrick Enunwaonye
Mail Stop 0306
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Mr. Enunwaonye:

On behalf of Aehr Test Systems ("Aehr Test"), we submit this letter in
response to your comments received by letter dated February 1, 2005
relating to Aehr Test's Form 10-K for the fiscal year ended May 31,
2004, Form 10-Q for the period ending August 31, 2004 and Form 10-Q for
the period ending November 30, 2004 (File No. 000-22893).  In this
letter, we have recited your comments and have followed each comment
with Aehr Test's response.  References to "we", "our", or "us" mean Aehr
Test or its advisors, as the context may require.

FORM 10-K- FOR THE FISCAL YEAR MAY 31, 2004
-------------------------------------------

Item 7.  Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations - Pages 13-27
-----------------------------------

Results of Operations
---------------------

Net sales - Page 16
-------------------

1.    When you cite more than one factor in explaining the change in
      financial statement line items, the amounts of the individual
      factors cited, including offsetting factors, should be separately
      quantified.  For example, revise future filings to quantify the
      amount of increase in sales of MTX and related products.  In
      addition, each significant factor that contributed to the
      significant variances in net sales, gross profit and the expense
      amounts should be also quantified and discussed.  We see that you
      have not consistently identified and discussed reasons for changes
      in financial statement line items.  Please apply throughout MD&A
      to the extent practicable in future filings.

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      Response:  We acknowledge the comments from the Staff and we will
      address the Staff's comments in future filings.

2.    Supplementally and in future filings provide more details of the
      reason that the increase in net sales related to the turnkey
      project that includes a significant pass-through component
      resulted in lower gross profit margins.  More details should be
      provided of the declining trend in gross profit margins and
      whether this is expected to continue.

      Response:  In response to the Staff's request for supplemental
      information:  Beginning in January 2004, the Company received
      turnkey system orders from a single customer, which included
      certain products not typically sold directly by the Company, such
      as loaders and unloaders, which are used in conjunction with our
      systems.  At the customer's request, these products were included
      as part of the order.  These products were priced at or near the
      Company's cost, and are referred to here as "pass-through"
      products.  In total, the customer ordered $3.8 million in pass-
      through products.

      The pass-through products were recorded as net sales in the fiscal
      quarters ended May 31, 2004, August 31, 2004, and November 30,
      2004, in the amounts of $1.0 million, $2.2 million, and $576,000,
      respectively.  The overall gross margin for these pass-through
      products was less than 5% of net sales.

      Since the Company does not typically accept pass-through product
      orders, it has requested that, going forward, the customer
      purchase these pass-through products directly through the vendors
      that currently manufacture such products.  The customer has
      already ordered some of these products directly from the vendors.
      The customer has not advised the Company of its intent to purchase
      any additional pass-through products from the Company.  In future
      filings, the Company will provide additional disclosure in
      response to the Staff's comments.

Liquidity and Capital Resources - Page 17
-----------------------------------------

3.    We note that your accounts receivable balances increased
      significantly for the fiscal year ended 2004 when compared with
      the year ended 2003.  Revise future filings to discuss the reasons
      for the significant increases in the 2004 balances and the
      resulting impact as a source or use of your cash.  In addition,
      the significant variances in the balance sheet amounts should also
      be discussed in future filings.

      Response:  We acknowledge the comments from the Staff and we will
      address the Staff's comments in future filings.

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4.    Revise future filings to disclose your capital resources
      commitments as of the end of the fiscal year, and the anticipated
      funding sources.  Refer to Item 303(2) of Regulation S-K.

      Response:  In the Overview of Contract Obligations section of the
      Management's Discussion and Analysis of Financial Condition and
      Results of Operations on Page 18 of the Form 10-K, the Company has
      disclosed operating leases and purchase obligations.  The Company
      had no other capital resources commitments as of the fiscal year
      end, May 31, 2004.  If, in future periods, the Company has other
      capital resources commitments, those commitments will also be
      disclosed.

Financial Statements
--------------------

Consolidated Statements of Operations - Page 31
-----------------------------------------------

5.    We note on page 5 that you license the "Test Fixture" products to
      others to manufacture and sell.  We also note that the royalty
      revenues account for about 16 percent of your net sales.  Revise
      future filings of your consolidated statements of income to
      separately disclose revenues from the sale of products, services,
      rental, royalties and other products if the revenues from any
      individual referenced component are more than 10 percent of total
      revenues for the year.  Related costs and expenses should also be
      disclosed separately.  Refer to Rule 5-03(b)(1) and (2) of
      Regulation S-X.

      Response:    For clarification, it should be noted that royalties
      are a minor portion of the net sales in the Test Fixtures product
      category.  The entire category, which also includes direct sales
      of test fixtures, accounted for about 16% of the Company's net
      sales in fiscal 2004.  Royalties were less than 2% of total net
      sales for the year.  We acknowledge the comments from the Staff
      and we will address the Staff's comments, as appropriate, in
      future filings.

Notes to Consolidated Financial Statements:
-------------------------------------------

Note 1: Summary of Significant Accounting Principles and Policies
-----------------------------------------------------------------

Revenue Recognition - Page 35
-----------------------------

6.    We see that you recognize revenue when products are shipped and
      that some revenues are deferred for products or services subject
      to acceptance provisions.  We also see on page 5 that your sales
      are, in part, made through distributors.  Revise and expand future
      filings to address the following:

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      a.    Description of the significant terms of your arrangements
            with distributors, including but not limited to pricing,
            payment and return policies;
      b.    Demonstration that revenue recognition at shipment is
            appropriate for transactions with distributors;
      c.    Clarify the accounting for any special arrangements with
            distributors such as price protection, service contracts,
            rights of return and other discounts, credits or special
            terms.
      d.    How you considered paragraph 6 of SFAS 48;
      e.    Whether your arrangements with these distributors or any
            other parties ever include vendor consideration as described
            in EITF 01-09;
      f.    Description of the nature and extent of the EITF 01-09
            consideration and how you accounted for it.

      Response:  The Company's terms of sale are FOB shipping point with
      payment due within 60 days.  The only right of return is if the
      equipment does not meet the published specifications.  All
      products go through in-house testing and verification of
      specifications before shipment.  Apart from warranty reserves,
      credits issued have not been material as a percentage of net
      sales.

      The Company's distributors do not carry inventories of our
      products.  Instead, the distributors place orders with the Company
      at or about the time they receive orders from their customers.
      The Company's shipment terms to our distributors do not provide
      for credits or right of return.  Because the Company's
      distributors do not carry inventories of our products, they do not
      have rights to price protection or to return products.

      At the time the Company ships products to the distributors the
      price is fixed.  Subsequent to the issuance of the invoice, there
      are no discounts or special terms.

      Paragraph 6 of FAS 48 is not applicable because the Company does
      not give the buyer the right to return the product or to receive
      future price concessions.  The Company's arrangements do not
      include vendor consideration as described in EITF 01-09.

      We will address the Staff's comments in future filings.

7.    Supplementally and in future filings provide details of whether
      the Company's products and services have multiple deliverables and
      clarify the accounting treatment under EITF 00-21.

      Response:  In response to the Staff's request for supplemental
      information: When multiple elements exist, the Company allocates
      the purchase price based on vendor specific objective evidence or
      third-party evidence of fair

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      value and defers revenue recognition on the undelivered portion,
      in accordance with EITF 01-21.  Historically, these multiple
      deliverables have included items such as extended support
      provisions, training to be supplied after delivery of the systems,
      and test programs specific to customers' routine applications.
      The test programs can be written either by the customer, other
      firms, or the Company.  The Company will provide additional
      disclosure in future filings if there are significant multiple
      arrangements.

Note 13 - Segment Information - Page 45
---------------------------------------

8.    You disclose that you operate in one industry segment.  Do you
      mean one reportable segment pursuant to SFAS 131?  Tell us how you
      applied the guidance of paragraphs 10 through 24 of SFAS 131.

      Response:  Yes, the Company considers itself to be in one
      reportable segment pursuant to SFAS 131.  As the Company's
      business is completely focused on one industry segment, the
      designing, manufacturing and marketing of advanced test and burn-
      in products to the semiconductor manufacturing industry,
      management believes that the Company has only one reportable
      segment.  The Company's revenues and profits are generated through
      the sale and service of products for this one segment.

      As an example of the Company's review and implementation of SFAS
      131, we cite the performance test boards and burn-in boards
      (jointly, the "interface boards") that the Company sells.
      Interface boards can be sold separately, but are an integral part
      of the use of our test and burn-in systems. The production of the
      interface boards involves the same skills and processes as the
      production of the advanced test and burn-in products.  The
      customers of the interface boards are also customers of the test
      and burn-in products.  The Company distributes interface boards
      and test and burn-in products using the same distribution
      channels.   The Chief Executive Officer of the Company is its
      chief decision maker.  The CEO does not regularly review operating
      results for interface boards.  Separate financial information is
      not prepared for interface boards.  Interface boards have similar
      economic characteristics to substantially all of the Company's
      other products.  With respect to the quantitative thresholds as
      defined in paragraph 18 of FAS 131, sales of interface boards are
      less than 10% of net sales and the Company believes that operating
      income and assets related to interface boards are less than 10% of
      total operating income and assets, respectively.  Based on both
      the nature of the business and materiality, Management determined
      that interface boards are properly included in that one reportable
      segment representing all of its products.

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Form 10-Q for the periods ended August 31, 2004 and November 30, 2004
---------------------------------------------------------------------

9.    You should consider the comments on the Form 10-K when preparing
      future Forms 10-Q.

      Response:  We acknowledge the comments from the Staff and we will
      address the Staff's comments in future filings.

In response to the Staff's request to respond to the Staff's comments
within ten business days:  We note that we contacted the Staff by
telephone upon receipt of the letter to inform the Staff that we
expected to return our response near the end of February, 2005.

Also, as requested, we hereby acknowledge that:

   o  the company is responsible for the adequacy and accuracy of the
      disclosure in the filings;
   o  staff comments or changes to disclosure in response to staff
      comments in the filings reviewed by the staff do not foreclose the
      Commission from taking any action with respect to the filing; and
   o  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.

I hope that these responses meet your requirements.  If you have any
further questions, feel free to contact me.

Sincerely,

/S/ GARY LARSON

Gary Larson
CFO, VP of Finance

cc:	Mark Reinstra, Wilson Sonsini Goodrich & Rosati

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