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Energy and Engine Technology Corporation

October
20, 2005

VIA EDGAR
AND FACSIMILE

(202)
772-9202

David R.
Humphrey

Accounting
Bureau Chief

United
States Securities and Exchange Commission

Washington,
D.C. 20549

Re:   Energy
& Engine Technology Corporation (the "Company")

 Form 10-KSB for Fiscal Year
Ended December 31, 2004

 Filed
April 15, 2005

 File
No. 0-32129

Dear Mr.
Humphrey:

The
Company is in receipt of your letter, dated September 27, 2005, regarding the
Company's Form 10-KSB referenced above (the "Comment Letter"), and has had the
opportunity to review the Letter. Based upon this review, we provide the
following responses to the comments set forth in the Letter, with our paragraph
numbers directly corresponding to the numbered paragraphs in your
Letter.

1. The
sentence in question on page 15 was not intended as a firm projection, but
merely an estimate of capability, specifically qualified by the factors in the
ensuing paragraphs. We believe that the ensuing paragraphs make it clear that we
were not actually assuming there was a substantial likelihood we would achieve
those numbers. Nonetheless, we fully appreciate your position that these were
estimates or projections. The significant assumptions are as follows: $5,000,000
for 1,000 units yields an average per unit sales price of $5,000. Given a
published retail price of $6,500, we felt comfortable that a conservative
average price would be no lower than $5,000, even with significant fleet sales
as the maturity of the market, fuel pricing and tradeshow feedback indicated an
initial trend toward demand from individual owner operators and small fleets.
The supporting assumption on producing 1,000 units was that our facilities could
produce up to 200 units per month with available materials and labor. At the
time of filing the 10-KSB, we looked at a ramp up which, if we had not
encountered many of the issues set forth in the qualifying paragraphs following
the projection sentence (along with other challenges), would have been
achievable.

Given the
demand based on market research, tradeshow response, level of market maturity
and price of diesel fuel, we felt that we should be able to sell the units
produced.

Variances
in actual results have occurred for several sets of reasons:

Mr. David
R. Humphrey

October 20, 2005

Page 2

a. Component
Supply - Our AXP 1000 unit utilizes a specific model of Lombardini engine, for
which we have only been able to order 300 additional units due to EPA-mandated
limitations. We also utilize a generator made by Bambozzi in Brazil and have
only been able to order 500 additional units to date. To ameliorate this
problem, we are exploring alternate sources for both engines and generators,
which are more readily available. We also had some quality and delivery issues
with suppliers of other components (in one case of a metal fabricator, the owner
of the company, a family business, passed away) which caused us to have to seek
out alternate sources of supply. The lead times for parts and components for the
Over the Road Systems hvac have been much longer than anticipated, in some cases
as long as 12 weeks.

b. Space -
In April, we had not yet closed on the Anchor purchase and overestimated the
amount of production we could attain from the space leased. We probably are only
able to get to 25 units per week at Anchor, without running two shifts. To
ameliorate this problem, we are looking for a contract manufacturer to augment
production in 2006.

c. Product
Development - We had unanticipated delays in product finalization as issues
arose in testing. Additionally, opportunities arose to use new digital controls
for the AXP to upgrade from manual controls. We believe that almost all of the
issues have been successfully addressed and the new controls have been
integrated into the AXP, but until recently, this has caused delays in
production and sales.

Having
now run almost two full quarters since April 15, 2005, we feel we have
sufficient history to be able to fully comment in this quarter's 10-QSB as to
the deviations and reasons for the differences.

2. We
concur. Customers may purchase installation separately, and delivery can
coincide with time of installation; however, we have no further
obligations.

3. To date,
we do not have a firm return policy as we are in initial commercialization
stages, although we are considering 7 days. Our warranty policy is the earlier
to occur of two years from date of purchase and 5000 hours of
operation.

The
answers to the disclosures under FIN 45, paragraph 14 are as
follows:

a. We have
not yet determined these policies as revenues have been minimal.

b. At the
time of filing, returns were considered on a case-by-case basis as the Company
as yet to generate significant revenue. In the future, the Company will provide
a return reconciliation disclosure when appropriate at the time of generation of
significant revenue.

The air
conditioner failure from 2004 resulted in three replaced air conditioners (at a
cost of $2,685 in the first and second quarters) and one returned unit in the
third quarter ($5,495 returned.)

Mr. David
R. Humphrey

October 20, 2005

Page 3

4. Due to
minimal revenue, the Company has yet to determine future returns. As sales of
the AXP 1000 increase, the Company will be able to make a more accurate
determination of future returns. Currently, the Company is considering the
following, in the context of paragraph 8 of SFAS 48:

a. Susceptibility
to External Factors: Technological obsolescence is not an issue as our product
is "cutting edge". The industry will continue to grow due to the need to satisfy
federally mandated "Hours of Service" rules, causing routine drivers' rest
periods, combined with the enactment and enforcement of state and local
regulations limiting idling of a truck's main engine to several minutes per
hour. There are to date two potential alternatives - (i) truck stop
electrification, which has finite application, due to the amount of space
available at truck stops and limitation on driver flexibility as to places to
stop, and (ii) fuel cell power devices, which our research reveals are several
years away from commercial application, due to price and need to carry
hydrogen.

b. Long
return periods: Currently, there is no return policy.

c. Absence
of historical experience: We look to our major components, which are the engines
and generators, which have been available for decades.

d. Absence
of a large volume of relatively homogeneous transactions: Again, we look to our
engines and generators, which have stable track records.

5. The
effective interest rate is initially 100% of principal in addition to the
interest rate stated in the debenture due to 100% deferred debt discount of the
debenture at the onset. For example, with an interest rate of 7%, the initial
effective interest rate is 107%. In the future, we propose to include these
disclosures in our filings.

6. Pursuant
to FIN 45, paragraph 13, we respond as follows:

a. The
nature of the guarantee is a fixed dollar earnout per year for five years from
the acquisition closing date based upon certain net tax income levels, from
business generated by the Florida facility under the supervision of Mr. Pereira
in $200,000.00 increments (in Buyer’s restricted Common Stock at the Valuation
Discount) as follows:

      Year:

      Amount
      of Net Income Generated by Buyer’s Florida Generator Business Before
      Income Taxes:

      1

      $150,000.00

      2

      $200,000.00

      3

      $250,000.00

      4

      $300,000.00

      5

      $350,000.00

Mr. David
R. Humphrey

October 20, 2005

Page 4

If in any
year the target is not met, the payment for that year will not be made.

b. As of
December 31, 2004, the carrying amount was $0 and the maximum potential amount
of the guarantee was $1,000,000.

c. There are
no recourse provisions and no assets are being held as collateral by a third
party.

7. We
concur, upon review of EITF 95-8 paragraph 4.a., that the payments would be
considered compensation because the payments are based upon the targets set
forth in paragraph 6 above, under the supervision of Mr. Pereira; therefore, if
Mr. Pereira is not with the Company, no payment is due. There is currently no
liability since none of the targets have been met. At the time of filing in
April 2005, management could not determine if any of the targets would be met.

8. In the
acquisition agreement, there was no agreement as to the number of shares to be
issued, rather the agreement only specified the value of such shares to be
issued. As of the date of issuance, the issued shares’ value was not adjusted
for the change in market price (as discussed in Note 14 to the Company’s Audited
Financial Statements for the year ended December 31, 2004), and as a result, the
value of the issued shares exceeded the agreed upon price in the acquisition
agreement. As a result, EITF 99-12 was deemed not appropriate. Under EITF 99-12,
the issued shares would have been adjusted for the change in market price to the
agreed upon price in the acquisition agreement.

The
Company acknowledges that:

(i) the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

(ii) the 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

(iii) 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.

We
appreciate your continued efforts to enhance the overall disclosure in our
public filings. Please feel free to ask your staff to contact our Chief Legal
Officer, Jolie Kahn, with any questions or comments relating to the
foregoing.

Very
truly yours,

Willard
G. McAndrew, III

Chief
Executive Officer