SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

September 8, 2008

via U.S. mail
 Recon Technology, Ltd. c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Recon Technology, Ltd.
  Registration Statement on Form S-1
Filed August 12, 2008
  File No. 333-152964

To Whom It May Concern:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Recon Technology, Ltd.
September 8, 2008
Page 2

General
 1. Where comments on a section also relate to  disclosure in another section, please
make parallel changes to all affected disc losure.  This will eliminate the need for
us to repeat similar comments.
 2. We note that, as indicated by footnotes 3 and 5 to the registration fee table, you
are attempting to register the resale of the ordinary shares underlying the
Placement Agent’s warrants that are being registered. Please be advised that we
allow the registration for resale of u nderlying securities on ly if the overlying
securities are currently outstanding.  B ecause the warrants are not yet outstanding,
you cannot register the resale of the underl ying ordinary shares at this time.
Please note, however, that where securities exercisable within one year are issued
in a registered offering, the offering of  the underlying securities is deemed to
commence simultaneously with the offering of the overlying securities.  As such,
you will need to register the issuance of  the ordinary shares underlying the
warrants to the Placement Agent.  Please re vise the fee table a nd all other related
disclosure in the filing accordingly.

3. We note your disclosure at page ii that the terms “we,” “our company,” “our” and
“Recon” include reference, unless the cont ext otherwise requires, to Beijing BHD
Petroleum Technology Co., Ltd., Nanjing Recon Technology Co., Ltd. and Jining
ENI Energy Technology Co., Ltd. (the “Domes tic Companies.”)  It would appear
that your use of such terms to reference companies that are not your subsidiaries
may be confusing to investors and therefor e inappropriate in cer tain places in your
filing.  For example, in the risk factor “As a technology-oriented business, our
ability to operate profitabl y…” at page 2, you state that the Chinese government
has granted “us” three copyrights on “ our” software and six patents on “our”
products.  It is not clear whet her such rights have been gr anted to the registrant or
its subsidiaries, or to the Domestic Compan ies.  Please distinguish in this section
and throughout your filing disclosure that relates to (i) the registrant and its
subsidiaries, and (ii) the Domestic Companies.
 4. In order to expedite our review of your next amendment, please fill in blanks,
such as those related to the number of s ecurities to be offered pursuant to the
prospectus, and the beneficial ownership of  your shares.  As another example, in
the next amendment, please disclose on the cover page of the preliminary
prospectus an offering price or, if you intend to rely on Rule 430A, a bona fide price range of the offered securities.
 5. Please revise the page numbers in your  filing, as the pages are not numbered
consistently.

6. If the anticipated filing of the amended re gistration statement falls after 45 days
but before 90 days of the end of the Company’s fiscal year , please follow the

Recon Technology, Ltd.
September 8, 2008
Page 3

guidance provided by Rule 8-08 in determin ing whether updated audited financial
statements are required.  Should the Company conclude that updated audited
financial statements are not required, please explain how criteria (2) of Rule 8-
08(b) has been met.
 7. Please file as exhibits to your filing all material contracts.  For example, please
file your agreement with your placement agent, your agreements with your major customers, your employment agreements with your executive officers, the lock-up agreements and the agreements by which re lated parties have made loan payments
on your behalf.
 8. You state on the cover page of the pros pectus that you have applied for approval
for quotation on the NASDAQ Capital Market.  In light of this, please explain
your references on pages 60 and 63 to the New York Stock Exchange.

Prospectus Summary, page 2

Our Company, page 2
 9. Please define the acronym “SCADA” the first time it is used.

Our Corporate Structure, page 2

10. Please disclose in this section the reason for your corporate stru cture, as described
in Note 1 to your financial statements.
 11. Disclose in this section that your thre e major shareholders, Mr. Yin Shenping, Mr.
Li Hongqi and Mr. Chen Guangqiang, are also officers and directors of your
company and disclose their positions.  In this regard, please clarify in the risk
factor on page 6 entitled “The principal shareholders of the Domestic Companies
have potential conflicts of interest with us, which may adversely affect our business” whether or not these three persons  are also principal shareholders in you
as well as in the Domestic Companies.

Risk Factors, page 2

12. Please delete any language that serves to mitigate or qualify the risk that you are
highlighting.  For example, please revise the statement that begins with the phrase
“although….” in the risk f actor captioned “Our software products may contain
integration challenges….” at page 3, and th e statement that begins “As we believe
that there are a number of widely ava ilable middleware programs available…” in
the risk factor captioned “As a technology-or iented business, our ability to operate
properly….” at page 2.

Recon Technology, Ltd.
September 8, 2008
Page 4

13. Because they appear to present similar risks, please combine the risk factors set forth under the following headings:

• “If we are unable to adequately pr otect our rights to  our intellectual
property…,” at page 2, with “As a technol ogy-oriented business, our ability to
operate profitably…,” at page 2; and
• “PRC laws and regulations governing our businesses and the validity of
certain of our contractual arrangements  are uncertain…,” at page 5, with “If
the PRC government determines that th e contractual arrangements…,” at
page 5.

14. Please add a risk factor re garding the high seasonality of your revenue stream, as
discussed on page 35, or tell us why such a risk factor is not needed.
 15. Please add a risk factor regarding your  and your customers’ dependence on third
party software, as discussed on page 42, or tell us why such a risk factor is not
needed.

16. You state at page 42 that your standard software license agreements contain an
infringement indemnity clause under which you agree to indemnify your
customers and business partners against li ability and damages arising from claims
of various copyright or ot her intellectual property infr ingement by your products.
Please add related risk factor disclosure, or  tell us why such a risk factor is not
needed.

Risks Related to Our Corporate Structure, page 5

PRC laws and regulations governing our businesses and the validity of certain of our
contractual arrangements  are uncertain…, page 5
 17. We note your disclosure that you, Recon Technology Co., Limited and Recon Technology (Jining) Co., Ltd. (“Recon-JN”) are subject to PRC law limitations on
foreign ownership of domestic companies.  Please expand your risk factor to
describe such limitations.
 Our contractual arrangements with the Dome stic Companies may result in adverse tax
consequences to us…, page 6
 18. We note your disclosure that the PRC tax au thorities could request that you adjust
your taxable income upward for PRC ta x purposes.  To the extent known, or
readily determinable, please quantify th e extent of such potential upward
adjustment.

Recon Technology, Ltd.
September 8, 2008
Page 5

The principal shareholders of the Domestic  Companies have poten tial conflicts of
interest…, page 6
 19. We note your reference to potential conflicts  of interest for your officers.  Please
expand your disclosure to provide exampl es of material po tential conflicts.
 Risks Related to Doing Business in China, page 7

 Restrictions on currency exchange may limit our  ability to receive and use our revenues
effectively, page 8
 20. We note your disclosure th at restrictions on forei gn currency exchange could
affect Recon-JN’s ability to obtain fo reign exchange through debt or equity
financing.  If applicable, pleas e disclose how such restrictions could limit the use
of funds to be raised in this offering.
 Recent PRC regulations relati ng to the establishment of offshore special purpose
vehicles…, page 8
 21. Please tailor this risk to your company.  Fo r example, it appears that references to
your “parent company” or your “PRC subsidiaries” do not reflect your organizational structure.
 If our financial condition deteriorates, we may be delisted by the NASDAQ Capital
Market…, page 11
 22. Given the uncertainty related to whether your listing applica tion will be accepted,
please remove any suggestion in your  filing that you will be listed on the
NASDAQ.  For example, it appears to be more accurate to make reference instead to your application to list on NASDAQ.  In addition, please update this risk factor
caption to reflect the risk that your li sting application may not be approved.
 23. We note your disclosure that you have re lied on an exemption to the blue sky
registration requirements afforded to “covere d securities” and that failure to meet
the NASDAQ listing standards would require you to register the offering in each
state in which you plan to sell shares.  Please revise your disclosure to clarify
when you have relied on the covered s ecurities exemption, and which offering
you would otherwise need to register.  If you intend to rely on the covered securities exemption in connection with  this offering, please advise how you
would do so, given that you do not an ticipate meeting the NASDAQ listing
requirements until after you have completed this offering.

Recon Technology, Ltd.
September 8, 2008
Page 6

Risks Associated With This Offering, page 10
 We have not determined a specific use for a si gnificant portion of the proceeds from this
offering…, page 13
 24. You state that you have not de termined a specific use fo r a significant portion of
the proceeds from the offering.  This does not appear to be consistent with the
disclosure regarding use of proceeds that you will provide at page 18.  Please advise.
 Our Corporate Structure, page 15

 Corporate History, page 15

 25. We note your disclosure regarding the opinion of Jingtian & Gongcheng.  Please
file as an exhibit to your f iling the consent of such firm to such disclosure in your
filing.
 Contractual Arrangements with Domestic Co mpanies and their Shareholders, page 17

26. Your discussion of the Exclusive Purchase  Agreement states that the agreement
“…provides that Recon-JN will be entitle d to require the Domestic Company’s
shares from its current shareholders upon certain terms and conditions.”  Please clarify whether you inte nded to use the word acquire rather than require in this
sentence; and disclose the terms and condi tions under which such shares would be
conveyed (e.g. the call option price should be specified, along with the manner by
which it was determined and a descrip tion of any contingencies that could
terminate or render the option inoperable).

27. Please expand your disclosure about th e Exclusive Technology Consultation
Service Agreement to indicate the frequenc y of the periodic payments to Recon-
JN, and to describe any restrictions or  limitations on upstream payments of these
profits from Recon-JN to Recon-CI.
 28. Please describe in this section the mate rial terms of the powers of attorney
executed by certain shareholders of the Domestic Companies.
 Dividend Policy, page 19

 29. Please disclose in this section, as you disclosed on pages 33-34, that your ability
to pay dividends is dependent upon dividends and other distri butions paid, and
that Chinese legal restrictions perm it payment of dividends to you by your
Chinese subsidiary only out of its accumu lated net profit, if any, determined in
accordance with Chinese accountin g standards and regulations.

Recon Technology, Ltd.
September 8, 2008
Page 7

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25
 Relevant Industry-Wide Factors, page 29

 30. You state that the PRC has recently ma de changes to its central government
structure, and that your management “sees  this move as a signal that the PRC
government may encourage traditional excavation businesse s of non-renewable
resources to focus more heavily on auto matic systems and economic equipment.”
Please expand your disclosure to describe the relevant changes to the PRC central
government structure, and to  provide support for management’s belief that such
changes provide such a signal from the PRC government.
 Results of Operations, page 30

 31. We note that your discussions on changes in revenues for both the year ended June 30, 2007 vs. the year ended June 30, 2006, and the nine month period ended March 31, 2008 vs. the nine month period ended March 31, 2007, do not describe or quantify the specific drivers underlying the fluctuations between periods necessary to provide an unde rstanding of the reasons for material increases.  The
analysis is limited to a statement indi cating that the increase in revenues was
generally attributable to your “g rowing relationships” and “business
engagements” with CNPC and Sinopec.    Although you describe various principal pr oducts and services in the Overview
section on page 25, we see no discussion about the composition of sales relative to these components, or any specific info rmation about volumes or prices.  We
also note that you identify various factor s that affect your operations and the
industry on pages 26, 27, and 29.  However, we see no discussion under this heading of any factors associated with these items showing any correlation with
the changes in revenues or costs.     In order to comply with Item 303(a)(3) of  Regulation S-K, Instructions 3 and 4 to
paragraph 303(a) of Regulation S-K, and FRC §§501.12.b.3 and 12.b.4, please expand your discussion to include the speci fic reasons and factors contributing to
these material changes in revenues.  If  attributing changes to specific items,
disaggregate amounts in each period and qua ntify their separa te impacts.
 32. We note that in your discussion of change s in revenue for the nine month period
ended March 31, 2008 vs. the nine mont h period ended March 31, 2007, you state
that all of your revenue in  the first quarter of 2008 was from unrelated parties.
Tell us the extent to which revenues in  the cumulative interim period, including
the second and third quarter of 2008, were from related parties, and explain why
these amounts are not presented separa tely on the face of your financial

Recon Technology, Ltd.
September 8, 2008
Page 8

statements, or disclosed with the relate d party infor