SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
May 14, 2009

Recon Technology, Ltd.  c/o CT Corporation System  111 Eighth Avenue  New York, New York 10011

 Re:  Recon Technology, Ltd.
  Amendment No. 3 to Registra tion Statement on Form S-1
  Filed April 22, 2009
  File No. 333-152964
 To Whom It May Concern:
 We have reviewed your amended filing and your response letter dated April 21,
2009, and we have the following comments.  Where indicated, we think you should
revise your document in response to these co mments.  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 nece ssary in your explanation.  In  some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Amendment No. 3 to Registration Statement on Form S-1

Capitalization, page 26

1. We have read your response to prio r comment 4, indicating that you have
provided a complete disclosure of the founders’ share escrow on pages F-17 and
F-38, although you have not added the pro forma disclosure reque sted within the
Capitalization section for your minimu m and maximum offering scenarios,
reflecting the provisions of your “Mak e Good” Escrow Agreement with the
Founding Shareholders.  We do not see th at you have included details of the
arrangement on the pages to which you refer (although it appears you have some

Recon Technology, Ltd.
May 14, 2009
Page 2
disclosure under Subsequent  Events on pages F-28 and F-47), and it is unclear
why you have not complied with the comment.    We believe it would be meaningful to provide these pro forma measures within
the tables under this heading to advise investors about the pro forma change in
outstanding shares, including the extent to  which shares placed in escrow would
be sufficient to achieve the EPS target under your minimum and maximum scenarios.

Financial Statements

General

2. We understand that you will be updating your interim financial statements when
amending your registration statement af ter May 14, 2009, to comply with Rule 8-
08 of Regulation S-X.
 3. We see that you added disclosure on pa ge F-25 including va rious acronyms for
companies that are not consistent with the labeling indicated in Note 1.  Please
revise disclosures throughout your filing as necessary to ensure that references to
companies using acronyms are consistent.

Note 1 – Organization and Basis of Presentation, page F-9

4. Please expand your disclosure in the thir d paragraph under this heading and the
corresponding disclosure in your interim financial statements to identify the
specific agreements and dates of those agreements that establish Recon-JN as the primary beneficiary of BHD, Nanjing Recon and ENI.  Also disclose the relevant
provisions in those agreements that  secure your rights and clarify your
obligations.  Please include details sufficient to understand how those agreements function as you suggest; and indicate whether there are actual services to be conveyed under the agreement which equate  in value with 90% of the profits
generated at the Domestic Companies.  If  so, please explain how those services
are critical to the operations where they had not previously been necessary in conducting those operations.
 5. We note your response to prior comment 11, indicating that you believe the equity
holders would absorb the majority of exp ected losses of the Domestic Companies,
but since these are individua ls, not an “entity” as defi ned in paragraph 3 of FIN
46(R), you consolidate without regard to expected losses.  Please tell us whether we have properly understood your position.  Please also submit the analysis that you performed in calculating expected losses and attributing these to the
shareholders.

Recon Technology, Ltd.
May 14, 2009
Page 3  6. We have read the disclosures you added in response to prior comment 11, related to the determination of minority interests of your variable inte rest entities, and
understand that for BHD, ENI, and Nanji ng Recon (the “Domestic Companies”),
you allocate losses to minority interest s based on the percentage of equity
interests not owned by Mr. Yin Shenping, Mr. Chen Guangqiang, and Mr. Li Hongqi (the “Principal Shareholders”), while you allocate profits to minority
interests equaling the residual after deduc ting 90% of the profits, to be earned
under the control agreement, and deducting the proportion of the remaining 10%
that is owned by the Principal Shareholders.    Please explain how your accounting policy of  allocating VIE profits and losses of
the Domestic Companies to minority intere sts is consistent with your contractual
relationships with these entities and with  consolidation acc ounting prescribed by
paragraphs 22 of FIN 46(R) and paragr aphs 28 through 31 of ARB 51.  It should
be clear how your method results in an accurate accounting for your beneficial
interests (i.e. rights to receive returns a nd obligations to absorb losses) in the
Domestic Companies.
 7. We note your response to the first point of prior comment 12, regarding your determination that BHD and Nanjing Rec on were the primary beneficiaries of
Adar Petroleum, Henga Haitian and Yabei Nuoda.  You state that BHD and
Nanjing Recon were the primary beneficiar ies of the three ent ities because they
“…were designed to sell the products of BHD or Nanjing Recon and were
controlled by BHD or Nanjing Recon’s shareholders through equity ownership.”  However, it remains unclear how you dete rmined that your relationship with the
shareholders and your sales to these three entities represen t variable interests.
 Please provide a thorough expl anation that identifies the interests you held in
these three entities, and te ll us how you determined that they were variable
interests as defined by paragraph 2 of FIN 46(R).  Further, please submit the
analysis you performed, fo llowing the guidance in paragraphs 5 and 14 of FIN
46(R), in determining that Adar Petrol eum, Hengda Haitian and Yabei Nuoda
were VIE’s, and appropria tely consolidated by BHD and Nanjing Recon as the
primary beneficiaries of the VIEs.
 8. We see that you added disclosure on pages F-25 and F-46 of amounts the
Principal Shareholders received in exchange  for their sale of equity interest in
Adar Petroleum, Henga Haitia n and Yabei Nuoda, in respon se to the third point of
prior comment 12.  Given that you identifie d your subsidiaries as the primary
beneficiaries, indicating that th rough your subsidiaries you had the  right to
receive a majority of the e xpected returns of these entities, tell us why you were
not compensated for reli nquishing these rights.
 9. We note your response to th e last two points of prio r comment 12, regarding your
accounting for the deconsolidation of Ad ar Petroleum, Henga Haitian and Yabei

Recon Technology, Ltd.
May 14, 2009
Page 4
Nuoda.  You indicate that you accounted fo r the deconsolidati on consistent with
the accounting that would apply to a majo rity owned subsidiary.  However, we
note that you added disclosure indicati ng you have not recorded gain or loss on
deconsolidation, but instead characterized the deconsolidation as a distribution to the Principal Shareholders, decreasing common stock and APIC.  You also explain that you are retroac tively restating prior share activity in
conjunction with these events “…to reflect  the issuance of shares as though they
had been issued on the dates of the cap ital contributions and deconsolidations…,”
although you do not explain why these transactions are impacting your
outstanding shares.  The tran sactions you have described appear to relate to the
outstanding shares of th e VIE’s, not yours.
 Please provide details sufficient to understand your response and how your
accounting is consistent with paragraphs 35 through 37 of ARB 51, if that is your
view.  We encourage you to contact us by telephone if you require further
clarification or guidance.

Closing Comments
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 in formation required under
the Securities Act of 1933 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.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Recon Technology, Ltd.
May 14, 2009 Page 5  for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Craig Arak awa at (202) 551-3650 or Karl Hiller, Accounting
Branch Chief at (202) 551-3686 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact Sean D onahue at (202) 551-3579
or me at (202) 551-3745 with any other questions.
           S i n c e r e l y ,

 H. Roger Schwall
Assistant Director