SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
April 6, 2009

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

 Re:  Recon Technology, Ltd.
  Amendment No. 2 to Registra tion Statement on Form S-1
  Filed March 18, 2009
  File No. 333-152964
 To Whom It May Concern:
 We have reviewed your amended filing and your response letter dated March 18,
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.

Recon Technology, Ltd.
April 6, 2009
Page 2  Form S-1/A

 Fee Table

1. We note that in your response to comment one you state that you are registering the placement agent warrants and th e underlying common shares issued in
connection with such warrants.  Although you can register the issuance of both
the warrants and the underlying common shares, you cannot rely on Rule 415 to
register the resale of th e underlying shares because the warrants are not yet
outstanding.  Please revise your di sclosure accordingly or advise.

Prospectus Summary, page 1

2. Please eliminate the word “will” from you list of forward-looking statements.  We note that such disclosure also appears on page 20.

Our Corporate Structure, page 20

 Contractual Arrangements with Domestic Co mpanies and their Shareholders, page 23

3. We note your response to our prior comme nt 12.  Please provide information in
this section, similar to that  provided in your response letter, regarding how the
other 10% of net profits may be distribut ed as dividends to Recon-JN.  Explain
that Recon-JN may choose to retain or to  distribute the dividends to the Principal
Shareholders.
 Selected Historical and Unaudited Pro Fo rma Condensed Consolidated and Combined
Financial and Operating Data, page 31

4. Please identify the pro forma information th at you have presen ted or intend to
present under this heading.  Given your disclosure on page 12, indicating that
your founders have agreed to place ordinary  shares into escrow equal to 50% of
the number to be sold in your offering, to be redeemed without  consideration to
the extent necessary to cause your earnings  per share to be at least $0.7459 for the
year ended June 30, 2010, it appears that you should include pro forma EPS under
this heading, within the Capitalization section on page 26, and elsewhere in your
filing where you include pro forma info rmation, for your minimum and maximum
offering scenarios, refl ecting this provision.
 Management’s Discussion and Analysis, page 32

 Results of Operations, page 39

5. Please explain the reasons for your incr ease in revenues during the six months
ended December 31, 2008 compared to th e six months ended December 31, 2007.

Recon Technology, Ltd.
April 6, 2009
Page 3
6. Please disclose the increase in your cost of revenues as a percentage of revenues
for the six months ended December 31, 2008 compared to the six months ended
December 31, 2007.
 U.S. Federal Income Taxation, page 67

7. Please eliminate the statement that “you should consult your tax advisor regarding
the U.S. federal income tax consequences  to you of the purchase, ownership and
disposition of our ordinary shares,” although you may suggest this course of action.
 Lock-Up Agreements

8. We note your response to prior comment 23.  You state that you have filed an
amended form of the lock-up agreement.  You note that your agreement with the
founders comprise two elements.  The form  of the agreement appears to reflect
the second element of your agreement with  the founders.  Please tell us whether
the first element of the agreement was redu ced to a writing and, if so, please file
the document as an exhibit.  Further, if such element was not reduced to a writing,
please provide a written description of  the agreement.  See Regulation S-K
Compliance and Disclosure Interpretation 146.04.

Financial Statements

General

9. Please amend your filing to include, in addition to your year-to-date financial information from July 1, 2008 through December 31, 2008, Statements of Operations and Statements of Cash Flows for the three month period ended
December 31, 2008 as required by Instruc tion 1 to Rule 8-03 Regulation S-X.

10. We understand from your disclosure on pa ge 26 that you intend to complete a
forward stock split of 53.04758 for 1 prio r to completing your initial public
offering.  We would ordinarily expect the historical shares, sh are activity and EPS
presented in your financial statements and elsewhere in the filing to be retroactively adjusted for stock splits that  are completed prior to effectiveness of
your registration statement, consistent w ith the guidance in SAB Topics 4:C and
D, and paragraph 54 of SFAS 128.

Please also expand your policy note on page  F-15 to disclose how you intend to
handle the escrow arrangement discusse d on page 12 when calculating basic and
diluted EPS, including details sufficient to understand how your methodology compares to that prescribed in  paragraphs 10 and 30 of SFAS 128.

Recon Technology, Ltd.
April 6, 2009
Page 4  Note 1 – Organization and Basis of Presentation, Page F-9

11. We understand from your response to prio r comment 27 that you have concluded
that no party absorbs a majority of the expected losses (as defined in paragraph 8 of FIN 46(R)) of either BHD, Nan jing Recon, or ENT (collectively, the
“Domestic Companies”).  Please submit the analysis that you performed,
including a schedule showing the dispersion or allocation of expected losses, in
arriving at this view.    Please also add to your list of variable interest entities, presented under this heading, the percentage of your economic interest in each entity ; and disclose the
manner by which you have determined amounts associated with minority interests.
12. We understand from your disclosures on pages F-23 and F-26 that you deconsolidated Adar Petroleum in your 2008 fiscal year, and Henga Haitian and
Yabei Nuoda in the subsequent inter im period, because BHD and Nanjing Recon
(two entities which you continue to cons olidate under FIN 46(R)) ceased to be the
primary beneficiaries when Principal Shar eholders of the deconsolidated entities
altered their equity  ownership in those entities.  We understand that Xiamen
Recon was also deconsolidated because it was majority owned by Henga Haitian.  Please address the following points.

● Tell us how you determined that eith er BHD or Nanjing Recon were the
primary beneficiaries of the three en tities mentioned above, and explain
how the change in equity ownership altered your economic relationship with those entities.
 ● Describe the extent of any minority interest in each of these entities that
you accounted for apart from your interest during the periods consolidated, and explain how you made these determinations.
 ● Specify the amount and form of c onsideration that you received in
connection with relinquishing your right s to receive a majority of the
expected residual returns, causing the loss in primary beneficiary status.
 ● Describe the manner by which you accounted for the deconsolidation,
indicate the extent of any gain or loss recogni zed, and explain how your
accounting is consistent with pa ragraph E46 of FIN 46(R).
 ● Tell us why you appear to be reducin g the number of outstanding ordinary
shares on pages F-6 and F-30 in conn ection with your deconsolidations.

13. Please expand your disclosure to descri be the nature of operations conducted
through the six entities consolidated by BHD and Nanjing Recon prior to either

Recon Technology, Ltd.
April 6, 2009
Page 5
the sale of equity interests in, or loss or primary beneficiary status over, those
entities; and explain your reasons for disassociating the company with those
operations.  Please submit a schedule showi ng the results of operations associated
with each entity for each period presente d, and reconcile this activity to that
shown for discontinued operations.
 Note 12 – Discontinued Operati ons and Deconsolidation of a Variable Interest Entity,
page F-23

14. Please expand your disclosure under this  heading and the corresponding Note 11
to your interim financial statements on pa ge F-42 to specify the amount and form
of consideration that you r eceived on the sale of equ ity interests and sale of
beneficial interests in the variable interest entities that you we re consolidating
under FIN 46(R); also to include details of  your accounting for deconsolidation in
each instance, identifying gain or loss and quantifying the extent to which your
beneficial interests ha ve been diminished.
 Financial Statements – Interim, page F-27

 General

15. Please add the comparative June 30, 2008 balance sheet alongside your interim
balance sheet to comply with Rule 8-03 of Regulation S-X.
 Note 1 – Organization and Natu re of Operations, page F-33

16. We understand that you will need to update  your list of consolidated variable
interest entities under this heading to differentiate between entities that are still
consolidated and those that  are no longer consolidat ed, consistent with your
disclosures under Note 12 on page F-23, a nd Note 11 on page F-42.  Similarly, we
believe that you should segregate those entiti es no longer consolidated as of June
30, 2008 within your list on page F-9.

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

Recon Technology, Ltd.
April 6, 2009 Page 6  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
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
 cc: C. Arakawa   K. Hiller   S. Donahue   Bradley Haneberg, Esq. (804) 771-5777