SecProbe.io

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January 30, 2007

By facsimile to (352) 473-6572 and U.S. Mail

Mr. Timothy C. Adams
President and Chief Operating Officer
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656

Re:	American Access Technologies, Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed January 3, 2007
	Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2005
	and Subsequent Exchange Act Reports
	File No. 0-24575

Dear Mr. Adams:

      We reviewed the filings and have the comments below.

      Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us information.  We may raise additional comments after
reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

Notice to Stockholders

1. Explain briefly the substance of the proposed amendment to
article
XII of the bylaws.  Similarly, revise the form of proxy.

Pre14A
General

2. Please update the financial statements and related financial
disclosures, as necessary, to comply with Rule 3-12 of Regulation
S-
X.

3. Please tell us what consideration you gave to presenting three
years of audited financial statements for M & I since they do not
qualify as a small business issuer under Regulation S-B.  Refer to
Rules 3-01 and 3-02 of Regulation S-X.

Interests of certain persons in the merger, pages 4 and 27

4. For any interests of directors and officers in the merger that
are
different from or in addition to those of other stockholders`
interests, not only describe but also quantify all the interests
of
each person individually, including cash payments under any
employment, retention, severance, or directorship agreements and
upon
the exercise of any outstanding stock options and stock purchase
warrants in connection with the proposed merger transaction.
Consider presenting this information in bullet points or tabular
format so that it is easier for stockholders to read and
understand.
We note the disclosures relating to unexercised in-the-money
options
and executive employment agreements on page 81.

Proposal No. 6.  Amendment to Article XII of our By-laws, page 5

5. Expand the disclosure to indicate that under the proposed
amendment the board may not amend or repeal any bylaw adopted by
the
stockholders if the stockholders specifically provide that the
bylaw
is not subject to amendment or repeal by the board.  We note the
disclosure on page 70.

Certain Risks Associated with the Merger, page 7

6. We note the statement that "Additional risks and uncertainties
not
presently recognized or that we currently deem immaterial may also
affect our business and results of operations and the business and
results of operations of M & I."  Since you are required to
disclose
all risks that you believe are material, please delete.  We note
similar disclosure in the 10-KSB and subsequent 10-QSBs.  Please
revise in future filings.

Change in the board of directors and management, page 7

7. Identify here the four new directors whom M&I Electric
Industries,
Inc. or M&I has selected.
The common stock issued pursuant to the merger could result in
significant "market overhang" which could restrain or limit
increases
in the market value of our common stock, page 8

8. Since the shares being issued to M&I stockholders are not being
registered, make clear that the shares may not be resold, absent
registration or an exemption from registration.  Also disclose
whether M&I stockholders are entitled to any registration rights,
and, if so, indicate elsewhere in the proxy statement what the
material provisions of the rights are.

Compliance with securities laws, page 9

9. Specify the Securities Act`s section or the Commission`s rule
under which you are claiming exemption from registration.  Tell us
the facts relied upon to make the exemption available.  We note
the
disclosure in the seventh bullet point on page 57.

Risks Related to M&I, page 9

10. The second risk factor on page 10 states that M&I relies on a
few
key employees.  Identify the key employees upon whom M&I relies.

11. The first risk factor on page 11 states that 32% of M&I`s
revenues in 2005 were obtained from projects and business
operations
outside of the United States.  Disclose the countries outside of
the
United States in which M&I obtained revenues from projects and
business operations in 2005 and, if reasonably ascertainable, in
2006.

Merger structure, page 13

12. We note that exhibit C to the agreement and plan of merger
attached as annex A to the proxy statement relates to the exchange
ratio.  Describe clearly in the proxy statement how the exchange
ratio is calculated, and consider including exhibit C in annex A.

13. Notwithstanding the disclaimers relating to the
representations
and warranties in the last paragraph on page 13, AATK is
responsible
for considering whether additional specific disclosures in the
proxy
statement are required to put into context information about the
representations and warranties so that the information in the
proxy
statement is not misleading.  Please confirm your understanding.

Background of the merger, page 14

14. Throughout this subsection, identify the members of management
who participated in the various meetings leading up to the
proposal
to engage in this transaction.  For example, you refer to M&I
management in the sixth paragraph on page 14 and to John Untereker
in
the eleventh paragraph on page 14.  We note the disclosure on page
25
that Mr. Untereker is vice president and chief financial officer
of
M&I.

15. In the second paragraph on page 14, indicate in what capacity
Mr.
Stuart Schube acted on M&I`s behalf.  We note the disclosure on
page
24 that Mr. Schube has been president of Acorn Ventures, Inc.
since
November 1986 and the disclosure on page 55 that Mr. Schube is the
general partner of Pebblebrook Partners, LTD.

16. You state in the first paragraph on page 15 that both
companies
agreed to extend the deadline for execution of a definitive
agreement.  Specify the dates of the initial deadline and the
extended deadline.

Our reasons for proposing the acquisition of M & I, page 15

17. Summarize the board`s discussion and analysis of the
alternative
acquisitions here and in the Background section and explain how
the
alternatives informed the board`s decision that the M&I
acquisition
is in the best interests of AATK.  We note the disclosures
relating
to Howard Frazier Barker Elliott, Inc. or HFBE and AATK`s
management
under "Assessment of strategic alternatives to the merger" on
pages
21-22.  Please also disclose why the board rejected these
alternatives in the Background section.

18. Disclosure states that before approving the merger agreement,
AATK`s board of directors sought to identify and consider the
significant benefits and risks anticipated from the potential
business combination with M&I.  Expand the disclosure to include a
meaningful discussion and analysis of how the board considered the
risks anticipated from the potential business combination with
M&I,
and explain how the risks impacted the board`s determination.

Opinion of our financial advisor, page 16

19. Revise the opinion attached as annex B to the proxy statement:

* To remove the word "sole" from the statement in the sixth
paragraph
that "The Opinion of HFBE was undertaken at the sole behest of and
for the sole benefit of the Board" since shareholders should be
entitled to rely on the opinion

* To include a clear statement that HFBE consents to the use of
its
opinion and the related disclosure in the proxy statement.

20. Provide with any outlines, summaries, reports, or board books
prepared and furnished by HFBE to AATK`s board of directors.

Business and Financial Overviews, page 18

21. Disclosure states that HFBE observed that AATK management had
made significant reductions to its prior estimates for EBITDA and
to
a lesser extent revenues for 2006 and 2007.  Absent additional
disclosure, it is unclear whether and to what extent AATK
management`s reductions to its prior estimates were considered by
HFBE in its comparable company and comparable transaction
analyses.
Please revise.

Comparable Company Analysis, page 18

22. Confirm, if true, that no company identified as meeting the
selection criteria for the comparable company analysis was
excluded
from the analysis.

23. Disclosure states that HFBE:

* Calculated the multiples implied by each comparable company`s
enterprise value in relation to the latest 12 months EBITDA and
projected 2006 and 2007 EBITDA and reviewed each company`s market
price per share in relation to the latest 12 months and projected
2006 and 2007 earnings per share.

* Then applied a selected range of multiples to M&I`s
corresponding
financial data and calculated a reference range of implied
enterprise
values for M&I of $22.2 million to $29.6 million.

Disclose the range of comparable multiples calculated by HFBE and
the
selected range of multiples applied by HFBE to M&I`s corresponding
financial data, and indicate how the reference range for M&I
compares
to the merger consideration.

Comparable Transaction Analysis, page 19

24. Disclosure states that HFBE calculated transaction values as a
multiple of the latest 12 months and projected EBITDA for the
target
companies and calculated a reference range of implied enterprise
values for M&I of $18.9 million to $22.1 million.  Disclose the
range
of selected transaction multiples, and indicate how the reference
range for M&I compares to the merger consideration.

Discounted Cash Flow Analysis, page 19

25. Disclosure states that the discounted cash flow analysis
resulted
in an implied reference range of equity values for M&I of $21.0
million to $27.0 million.  Disclose how the range compares to the
merger consideration.

Material federal income tax consequences of the merger for
American
Access and American Access stockholders, page 23

26. Delete the word "certain" in the first sentence because the
word
may imply that the summary does not include all of the material
federal income tax consequences of the reorganization.

27. We note the "assumes" language in the third paragraph.  Revise
to
remove any uncertainty about the transaction`s federal income tax
treatment.

Board of directors and executive officers after the merger, page
24

28. As appropriate, continue to update the disclosure on the one
designee of M&I to the board not yet identified.

29. In the biographical paragraph of Mr. Lamar Nash on page 25,
describe briefly his business experience during the past five
years.
See Item 401(a)(4) of Regulation S-B.

Voting agreements, page 26

30. Identify the M&I stockholders and the AATK stockholders who
have
entered into voting agreements.

Technical Products & Services, page 28

31. Generally, explain the meaning of an abbreviation or acronym
when
introduced in the document.  For example, refer to "AC," "DC," and
"HMI" in the first paragraph here and "FMS" in the fourth
paragraph
on page 71.  Please revise.

Selected Historical Financial Data of M & I, page 34

32. Please tell us what consideration you gave to presenting five
years of selected financial data for M & I since they do not
qualify
as a small business issuer under Regulation S-B.  Refer to Item
14(b)(8) of Schedule 14A.  Also refer to Item 14(c)(2) of Schedule
14A and Item 17 of Form S-4.

33. Please disclose cash dividends per share for M & I as required
by
Item 301 of Regulation S-K.  In this regard, we read on page 38
that
they paid cash dividends during 2005.  In addition, please tell us
what consideration you gave to disclosing net income per share for
M
& I as required by Item 301 of Regulation S-K.

Selected Unaudited Pro Forma Condensed Combined Financial Data,
page
36

34. Please tell us what consideration you gave to disclosing cash
dividends per share.  Refer to Item 14(b)(9) of Schedule 14A.  In
this regard, we note that M & I is the accounting acquirer, and
that
M & I had cash dividends in 2005.

Comparative Per Share Data, page 37

35. Please tell us what consideration you gave to disclosing
historical per share data for M & I and equivalent pro forma per
share data.  Also tell us what consideration you gave to
disclosing
cash dividends per share.  Refer to Item 14(b)(10) of Schedule
14A.

Management`s Discussion and Analysis of M & I, page 39

36. We note your segmental analysis of results of operations.
Please
ensure that the segmental revenues discussed here are consistent
with
the segmental revenues shown in your segment footnotes.

Unaudited Pro Forma Condensed Combined Financial Data, page 48

37. We note your calculation of the preliminary estimated purchase
price in footnote 2.  Please tell us what consideration you gave
to
including the fair value of American Access` outstanding stock
options and warrants and direct acquisition costs in the
calculation
of the total purchase price.  If you do not believe that these
items
are material, please revise your disclosure to clarify this.

38. Based on the disclosures in footnotes 1 and 3, we assume that
you
believe that the book value of American Access` net assets equals
its
fair value.  If our understanding is true, please tell us how you
determined that no additional adjustments were necessary to
reflect
the fair value of assets acquired and liabilities assumed.  Your
response should specifically address how you valued the acquired
property, plant and equipment, along with how you determined that
there were no identifiable acquired intangible assets apart from
goodwill, other than American Access` patents.

39. Based on your disclosures on pages 8 and 27, it appears that
you
expect the total merger-related costs to be between $500,000 and
$1.1
million.  Please revise your footnotes to clarify whether these
costs
are already included in the historical financial statements.  If
not,
please tell us what consideration you gave to accruing these and
any
other directly related non-recurring charges in your pro forma
balance sheet.  Refer to Article 11-02(b)(6) of Regulation S-X.

40. Please tell us what consideration you gave to revising the
line
item labeled "net income (loss)" on your pro forma income
statements
to read "net income before nonrecurring charges directly
attributable
to the transaction."  Material nonrecurring charges and credits
that
will be included in your income in the 12 months following the
close
of the transaction should be explained in a pro forma footnote.
Refer to Article 11-02(b)(5) of Regulation S-X.

41. Please revise your pro forma income statements to disclose
historical and pro forma basic and diluted earnings per share data
consistent with Article 11-02(b)(7) of Regulation S-X.  Please
disclose the calculation of basic and diluted weighted average
shares
outstanding used to calculate this per share data in a pro forma
footnote.

42. We read on page 59 that you will modify the stock options held
by
the directors of American Access prior to the close of the merger.
Please supplementally explain to us how you will account for this
modification, and tell us what consideration you gave to
reflecting
this modification in your pro forma financial statements.

43. Please tell us what consideration, if any, you have given to
determining the operating and reportable segments of the post-
merger
entity.  If you have not yet consid