SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

December 15, 2009
  Mr. John H. Untereker Sr. Vice President and CFO, Amer ican Electric Technologies, Inc.
6410 Long Drive Houston, TX  77087
Re: American Electric Technologies, Inc.
Form 10-K for the year ended December 31, 2008 Form 10-Q for the quarter ended September 30, 2009
File No. 0-24575

 Dear Mr. Untereker:
We have reviewed your filings and have the following comments.  Where a comment
below requests additional disclosures or other re visions to be made, th ese revisions should be
included in your future filings, including your inte rim filings, if applicable. If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2008

Contractual Obligations, page 17

1. In future filings please revise  your table of contra ctual obligations to include scheduled
interest payments in your table.  To the exte nt that the interest rates are variable and
unknown, you may use your judgment to determine whether or not to include estimates
of future variable rate interest payments in  the table or in a foot note to the table.

Mr. John H. Untereker
American Electric Technologies, Inc.
December 15, 2009 Page 2
Critical Accounting Policies and Estimates, page 18

2. We note your disclosures on page F-9 regarding your property, plant and equipment.  In
future filings, please provide a more specific and comprehensive discussion of the triggering events which would cause you to pe rform an impairment analysis of your long-
lived assets.  Also, please identify when your last impairment analysis was performed.  If
the fair value of your long-lived assets is not substantially in  excess of the carrying value,
please disclose the following:
• The percentage by which fair value exceeds carrying value;
• A description of the methods and key assu mptions used and how the key assumptions
were determined;
• A discussion of the degree of uncertainties associated with the key assumptions, and;
• A discussion of any potential events, trends  and/or changes in circumstances that
could reasonably be expected to ne gatively affect the key assumptions.
If you have determined that estimated fair values substantially exceed carrying values,
please disclose that determination.  Refer to  Item 303 of Regulation S-K and Section V of
Interpretive Release 33 -8350 for guidance.

Notes to financial Statements

 (2) Summary of Significant Accounting Policies

 Property, Plant and Equipment, page F-9

3. We note that your customer agreements have no t been assigned a useful life.  Given this,
it appears that you have determin ed these assets are indefinite  lived.  Please explain this
determination citing appropriate  authoritative lite rature and enhance your disclosures in
future filing to clearly ex plain your accounting policy fo r this type of asset.

 (15) Stock Options, page F-20

4. In future filings please ensure you have in cluded the disclosure s required by ASC Topic
718.  For example, it does not appear that you have included the weighted average grant
date fair value of equity options or the me thods and assumptions used to estimate fair
value.  Please refer to ASC Topic 718.10.50-2.

Mr. John H. Untereker
American Electric Technologies, Inc.
December 15, 2009 Page 3
Form 10-Q for the quarter ended September 30, 2009

Statement of Cash Flows, page 5

5. In future filings please remove the appare nt subtotal on the line titled ‘Change in
operating assets and liabilities.’  Additionally, we note that your net cash provided by operating activities does not tota l correctly.  Please provide  an explanation for this
difference and provide revise d cash flow subtotals (i.e ., operations, investing and
financing) for the period ended September 30, 2009 in your response.

Notes to the Consolidated Financial Statements

 9. Revolving Credit Agreement, page 10

6. We note your credit agreement contains financ ial covenants.  If it becomes reasonably
likely that you may not comply with a materi al covenant, please present, for your most
significant and restric tive covenants, actual ratios and other actual amounts versus
minimum/maximum rations/amounts required as of each reporting date.  Such presentation will allow investors to more easily understand your current ability to meet
your financial covenants.  It may also be n ecessary to  show specific computations used
to arrive at the actual ratios with corres ponding reconciliations to US GAAP amounts, if
applicable.  See Sections I.D and IV.C of  the SEC Interpretive Release No. 33-8350 and
Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated
June 13, 2003.

11. Leases, page F-18

7. We note your table of future lease commitments  on page F-19.  Please clarify for us if
this table only includes those commitments re sulting from your capit al lease obligation.
If so, please include your future minimum l ease payments for your operating leases in
future filings as required by ASC Topic 840.20.50.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Plea se provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.

Mr. John H. Untereker
American Electric Technologies, Inc.
December 15, 2009 Page 4

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551- 3732, or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief