SecProbe.io

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Mail Stop 3561

								September 27, 2005

 BY U.S. Mail and Facsimile [ (972) 732 - 6440 ]

 Mr. Willard G. McAndrew, III
   Chairman of the Board and Chief Executive Officer
 ENERGY & ENGINE TECHNOLOGY CORPORATION
 5308 West Plano Parkway
 Plano, Texas  75093

 	Re:	Energy & Engine Technology Corporation
 		Form 10-KSB for Fiscal Year Ended December 31, 2004
 		Filed April 15, 2005
 		File No. 0-32129

Dear Mr. McAndrew:

	We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments.  Where indicated, we
think you should revise your documents in response to these
comments
in future filings with us.  Please confirm that such comments will
be
complied with.  If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a 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 supplemental
information so we may better understand your disclosure.  After
reviewing the information, we may or may not raise additional
comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 15 business days of the date of this letter.

	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-KSB (Fiscal Year Ended December 31, 2004)

Management`s Discussion and Analysis

Overview, page 14

1. You state on page 15 that you believe you can sell 1000 units
in
the next twelve months, which would yield $5 million sales.  If
you
elect to disclose estimates or projections of this nature, you
should
also disclose the significant assumptions of management used to
prepare the projections.  In this regard, the paragraphs that
follow
appear to indicate you may not be capable of producing or
assembling
1000 units in fiscal 2005.  Further, your interim results as of
June
30, 2005 appear to support our concerns.  Please provide
supplemental
support for your initial sales estimate and address the reasons
for
the significant variance in actual results from your projections.
We
may have further comments upon review of your response.

Financial Statements

Note 1. Revenue Recognition, page 36

2. You state that revenue is recognized upon delivery to the
dealer
or customer.  We assume that you have no installation obligations
and
that your sales contracts do not contain any customer acceptance
clauses.  Please confirm or, if our assumption is not correct,
explain how your revenue recognition policies are impacted by such
obligations.

3. Supplementally and in future filings, please describe your
return
policies for both customers and dealers.  In addition, please
describe any product warranties you offer.  Supplementally and in
future filings, provide us with the disclosures required under
paragraph 14 of FIN 45 or explain why these disclosure
requirements
are not considered to be applicable.  In this regard, we note from
page 5 that your air conditioners proved unreliable causing
production to be put on hiatus in June of 2004.  Please indicate
whether these events and circumstances resulted in significant
sales
returns.  If applicable, quantify any such returns by fiscal
quarter
and tell us how you accounted for them. Explain how you resolved
them.  That is, tell us whether you repaired or replaced all of
the
units.  Please quantify any units for which cash was returned, in
both number of units and in dollars.

4. Finally, as you have only recently begun commercial sales of
the
AXP 1000, supplementally support your apparent assumption that you
have the ability to make a reasonable estimate of future returns.
Refer to SFAS 48 when preparing your response.  We may have
further
comments upon reviewing your responses.

Note 6. Convertible Debenture, page 43

5. We note that you disclose stated interest rates when you
discuss
your various notes payable and convertible debentures.  As many of
these obligations involve discounts, beneficial conversion
features
or other similar items, on an ongoing basis please also disclose
actual or effective interest rates for each note or debenture.
These
disclosures should be presented here and in any related narrative
discussions in Management`s Discussion and Analysis.

Note 14. Acquisition, page 48

6. You state that you purchased certain assets of BMZ from its
owner,
Mr. Periera.  You also hired Mr. Periera to manage the business
arising from the purchased assets for a five year period.  You
acquired the assets for $500,000 cash, $500,000 common stock and
an
additional $1,000,000 contingent upon certain earn out criteria
over
a five year period.  Contingent consideration in a business
combination is subject to the disclosure requirements of FIN 45,
pursuant to paragraph 7c of that interpretation.  Accordingly,
please
provide the disclosures required under paragraph 13 of FIN 45,
supplementally and in your filings.

7. Please indicate the reasons for the acquisition and describe
the
accounting treatment that will be followed for any contingent
payments as required by paragraphs 51(b) and (f) of SFAS 141.  In
this regard, given the earn out provisions, the five year earn out
period and the five year employment agreement with the former
owner,
it appears that these payments should be accounted for as
compensation pursuant to the guidance in EITF 95-8.  Please
confirm
our assumption.  Alternatively, provide supplemental support for
your
proposed method of accounting.  Any supplemental response should
specifically address each of the individual factors or indicators
set
forth in the above referenced EITF.  We may have further comments
upon review of your response.

8. Please tell us more about the valuation of the common shares
issued to Mr. Periera for the intellectual property.  Explain how
the
number or dollar amount of the shares was stated and described in
the
written agreement. The acquisition of the intellectual property
appears to be, in substance, a part of the business combination.
Accordingly, please also explain whether and how your accounting
complies with the guidance in EITF 99-12.  Consider paragraph 8 of
the EITF when framing your response.  Your explanation should be
detailed and specific.

Other

	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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
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 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 filing or in
response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 551-3328, or Ms. Margery Reich, Senior Staff Accountant, at
(202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3211 with any other questions.

      Sincerely,

								David R. Humphrey
								Accounting Branch Chief

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Willard G. McAndrew, III
Energy & Engine Technology Corporation
September 27, 2005
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