SecProbe.io

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 April 8, 2026

Chris Siu
Chief Financial Officer
Aehr Test Systems, Inc.
400 Kato Terrace
Fremont, CA 94539

 Re: Aehr Test Systems, Inc.
 Form 10-K for the Fiscal Year Ended May 30, 2025
 File No. 000-22893
Dear Chris Siu:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 aehr_corresp.htm 400 Kato Terrace, Fremont, CA 94539 March 31, 2026 Ms. Kristin Lochhead Ms. Julie Sherman Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission Washington, D.C. 20549 Re: Aehr Test Systems, Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 File No. 000-22893 Dear Ms. Lochhead and Ms. Sherman, We are writing in response to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated March 17, 2026, to Mr. Chris Siu, Chief Financial Officer of Aehr Test Systems, Inc. (the “Company”), related to the Company’s Form 10-K for the fiscal year ended May 30, 2025 (the “Form 10-K”) and Form 10-Q for the Three and Six Months Ended November 28, 2025. For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses. Form 10-K for the Fiscal Year Ended May 30, 2025 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates, Income Taxes, page 24 1. We note your disclosure that you released a valuation allowance of $21.9 million during the fiscal year ended May 31, 2024, based on your conclusion that it is more likely than not that your deferred tax assets will be realized. However, we see that you reported pretax losses in the fiscal year ended May 30, 2025, which continue through the six months ended November 28, 2025. Please update your Critical Accounting Policy in future filings to inform investors of your continued assessments of your valuation allowance in light of these losses and provide more transparent disclosure regarding the specific factors and estimates that impact your judgment in this area, including the assessment of recent operating performance. In this regard, as needed, provide an updated critical accounting policy for income taxes in your quarterly reports. Refer to SEC Release 33-8350 and revise to provide greater insight into the quality and variability of information regarding financial condition and operating performance. Response to Comment 1 : The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its disclosures in future filings regarding its assessment of the realizability of deferred tax assets and the related valuation allowance. Specifically, in future Annual Reports on Form 10-K, and in Quarterly Reports on Form 10-Q as appropriate, the Company will revise its critical accounting policy for income taxes to provide a more transparent disclosure regarding the ongoing evaluation of the need for a valuation allowance, including the significant factors and estimates affecting management’s judgment. Such disclosure will include, as applicable, discussion of the Company’s recent operating performance, including cumulative pretax income or loss in recent periods; expectations regarding future taxable income; the duration and severity of any recent losses; the scheduled reversal of taxable temporary differences; tax planning strategies; and other positive and negative evidence considered in assessing whether it is more likely than not that deferred tax assets will be realized. 1 The Company further advises the Staff that, in light of the pretax loss incurred in fiscal year 2025 and continued losses through the six months ended November 28, 2025, management continues to evaluate all available positive and negative evidence at each reporting date in assessing the appropriateness of maintaining or adjusting its valuation allowance. The Company will update its disclosures in future filings, as appropriate, to reflect any material changes in the facts, circumstances, judgments, or estimates underlying that assessment. We propose updating our critical accounting policies and estimates disclosures for valuation allowance by describing the material assumptions used to estimate, prospectively, in both our Annual Report on Form 10-K for the fiscal year ending May 29, 2026, as well as in our Quarterly Report on Form 10-Q for our third fiscal quarter ended February 27, 2026, which are marked to show changes against the disclosures included in our Annual Report on Form 10-K for the fiscal year ended May 30, 2025, as follows: Proposed Updates to Critical Accounting Policies and Estimates Disclosures Income Taxes The determination of our tax provision is highly dependent upon the geographic composition of worldwide earnings and tax regulations governing each region and is subject to judgments and estimates. Management carefully monitors the changes in many factors and adjusts the effective tax rate as required. We assess the likelihood that we are able to recover our deferred tax assets. If recovery is not more likely than not, we increase our provision for taxes by recording a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be recoverable. In determining whether the realization of these deferred tax assets is impaired, we make judgments with respect to whether we are likely to generate sufficient future taxable income to realize these assets. In order to reverse the valuation allowance, management considers both positive and negative evidence and determines that there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized. In fiscal 2024, we released the entire valuation allowance which contributed to the tax benefit of approximately $20.7 million for the year ended May 31, 2024. We recognize deferred tax assets (“DTAs”) for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards to the extent we conclude it is more likely than not that such DTAs will be realized. Our DTAs relate solely to U.S. federal and state income taxes. At each reporting date, we evaluate the realizability of our DTAs and record a valuation allowance when, based on all available evidence, we conclude that it is not more likely than not that some portion or all of our DTAs will be realized. This assessment requires significant judgment because it involves weighing both positive and negative evidence, with the most objective evidence generally carrying the greatest weight. In making this determination, we consider, among other factors: (i) recent operating results and cumulative pretax income (loss) in the United States; (ii) the duration and severity of any recent losses; (iii) projections of future taxable income based on our operating plans (including expected revenues, margins, and cost structure); (iv) the availability and feasibility of tax planning strategies; and (v) the expected utilization periods and limitations applicable to carryforwards. During fiscal 2024, we released a valuation allowance of $21.9 million after concluding that it was more likely than not that our U.S. DTAs would be realized. However, because we incurred pretax losses in fiscal 2025, and losses continued through the six months ended November 28, 2025, management continues to reassess at each reporting date whether sufficient positive evidence exists to support realization of our U.S. DTAs. This reassessment places increased emphasis on the evaluation of recent operating performance and our forecast of future taxable income, including the extent to which recent losses are expected to be temporary versus indicative of a sustained trend. If actual results differ from our current estimates, if assumptions underlying our forecast of future taxable income change, or if negative evidence (including sustained losses) outweighs positive evidence, we may be required to record an additional valuation allowance or adjust an existing valuation allowance. Any such change could have a material impact on our income tax provision and our results of operations in the period of the change. 2 Results of Operations, Discussion of Results of Operations, page 25 2. Throughout the discussion of results of operations, you indicate that multiple factors contributed to a material change in your results. Please revise future filings to quantify the impact of each material factor identified. Refer to Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350. Response to Comment 2 : The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will revise future filings, beginning with its next Form 10-Q, to the extent practicable, to quantify the impact of each material factor contributing to material changes in its results of operations, rather than describing such factors qualitatively only. In future filings, when multiple material factors contribute to a change in a financial statement line item, the Company will quantify the impact of each material driver, including by product line, geographic market, or other relevant category, as appropriate, to provide investors with a more transparent understanding of the underlying reasons for the change from period to period. In response to the Staff’s comment, the Company proposes to revise its disclosure substantially as follows: Illustrative Proposed Revisions to Results of Operations Disclosure (Revenue Example) Revenue decreased by $7.3 million, in fiscal 2025 compared to fiscal 2024. Product revenue decreased by $8.9 million, driven by a decrease in FOX-P systems revenue of $15.2 million and a decrease in contactors revenue of $9.9 million , primarily due to continued softness in demand for power semiconductors used in electric vehicles, partially offset by an increase in package parts burn-in product revenue of $16.1 million associated with the Incal acquisition. The decline in product revenue was partially offset by an increase in services revenue of $1.7 million, primarily related to the Incal acquisition . Revenue, page 25 3. Refer to the disclosure on page 12 that you derive a substantial portion of net sales from the sale of a relatively small number of systems with high dollar value. In that regard, please revise future filings to provide a more detailed quantified analysis of the drivers of fluctuations in your revenue, including the changes in the number and type of systems sold and the impact of any changes in price ranges of systems sold during each period presented. Reference Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350. Response to Comment 3 : The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its future disclosures regarding period-to-period fluctuations in revenue to provide a more detailed quantified analysis of the material drivers of such changes. Specifically, in future filings, the Company will, to the extent material and practicable, expand its MD&A revenue discussion to quantify changes in product mix, including the types of systems sold. The Company will also continue to quantify changes in other material revenue components, such as contactors, services, and other categories, as applicable, to provide investors with greater insight into the underlying causes of fluctuations in revenue from period to period. 3 With respect to the request to provide changes in the number of systems sold and the impact of any changes in price ranges of systems sold during each period presented, the Company respectfully submits that it believes the proposed quantification of the changes in product mix and other material revenue components from period to period gives investors all material information necessary to understand both quantitatively and qualitatively the underlying reasons for fluctuations in revenue. The Company respectfully submits that it believes providing specific detail on revenue by the number of systems sold and the impact of changes in price ranges would be competitively harmful to the Company. The Company operates in a specialized and concentrated market for semiconductor test and burn-in equipment and derives a substantial portion of its net sales from a relatively small number of high-value system transactions. In this market, disclosure of unit volume and average selling price information would provide competitors with granular insight into the Company's pricing strategy and customer demand levels, enabling them to target the Company's customers or adjust their own pricing strategies. Further, the Company has also reviewed competitor filings and has noted that this level of detail on revenue is not disclosed, which would put the Company at a further competitive disadvantage were it to disclose such information. In response to the Staff’s comment, the Company proposes to revise future disclosures substantially as follows: Illustrative Proposed Revisions to Results of Operations Disclosure – Revenue Revenue decreased by $7.3 million, in fiscal 2025 compared to fiscal 2024. Product revenue decreased by $8.9 million, driven by a decrease in FOX-P systems revenue of $15.2 million and a decrease in contactors revenue of $9.9 million , partially offset by an increase in package parts burn-in product revenue of $16.1 million associated with the Incal acquisition. The decline in product revenue was partially offset by an increase in services revenue of $1.7 million, primarily related to the Incal acquisition . The decrease in systems revenue was primarily attributable to lower shipments of FOX-P systems in fiscal 2025 compared to fiscal 2024, due to the continued softness in demand for power semiconductor demand for electric vehicles. The decrease in contactors revenue was also due to lower demand from customers serving the electric vehicle power semiconductor market. Form 10-Q for the Three and Six Months Ended November 28, 2025 Financial Statements Note 13. Segment and Concentration Information, page 19 4. We see your discussion in MD&A that the rapid advancement of generative artificial intelligence (AI) and the accelerating electrification of transportation and global infrastructure represent two of the most significant macro-trends impacting the semiconductor industry today. These appear to represent two different end markets for your products as well, one with decreasing sales, and one with increasing sales, based on your reporting. Tell us how the changes in your business and related end markets impact how management reviews the business, your determination of operating segments, and all other general segment disclosures, including revenue by end market. Response to Comment 4 : The Company acknowledges the Staff’s comment and respectfully advises the Staff that management has considered the impact of changes in its business and related end markets, including demand associated with generative AI and the electrification of transportation and infrastructure, in its determination of operating segments and related disclosures. As disclosed in Note 16 to the Company’s fiscal 2025 Annual Report on Form 10-K and Note 13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2025, the Company has concluded that it operates as a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) reviews financial performance, allocates resources, and makes operating decisions based on consolidated financial information. 4 While management monitors developments and demand trends in various end markets served by the semiconductor industry, including AI-related and electric vehicle/power semiconductor applications, such end markets are not managed as separate operating segments, and the Company does not maintain discrete financial information by end market for purposes of assessing performance or allocating resources. Instead, the Company’s products, engineering resources, manufacturing operations, sales channels, and support functions are managed centrally across these applications. Management reviews the business on a con

<DOCUMENT>
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 March 17, 2026

Chris Siu
Chief Financial Officer
Aehr Test Systems, Inc.
400 Kato Terrace
Fremont, CA 94539

 Re: Aehr Test Systems, Inc.
 Form 10-K for the Fiscal Year Ended May 30, 2025
 Form 10-Q for the Three and Six Months Ended November 28, 2025
 File No. 000-22893
Dear Chris Siu:

 We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended May 30, 2025
Item 7. Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Critical Accounting Policies and Estimates, Income Taxes, page 24

1. We note your disclosure that you released a valuation allowance of $21.9
Million during
 the fiscal year ended May 31, 2024, based on your conclusion that it is
more likely than
 not that your deferred tax assets will be realized. However, we see that
you
 reported pretax losses in the fiscal year ended May 30, 2025, which
continue through the
 six months ended November 28, 2025. Please update your Critical
Accounting Policy in
 future filings to inform investors of your continued assessments of your
valuation
 allowance in light of these losses and provide more transparent
disclosure regarding the
 specific factors and estimates that impact your judgment in this area,
including the
 assessment of recent operating performance. In this regard, as needed,
provide an
 updated critical accounting policy for income taxes in your quarterly
reports. Refer to
 SEC Release 33-8350 and revise to provide greater insight into the
quality and variability
 of information regarding financial condition and operating performance.
 March 17, 2026
Page 2

Results of Operations, Discussion of Results of Operations, page 25

2. Throughout the discussion of results of operations, you indicate that
 multiple factors contributed to a material change in your results.
Please revise future
 filings to quantify the impact of each material factor identified. Refer
to Item 303(b)(2)
 of Regulation S-K and SEC Release No. 33-8350.
Revenue, page 25

3. Refer to the disclosure on page 12 that you derive a substantial portion
of net sales from
 the sale of a relatively small number of systems with high dollar value.
In that regard,
 please revise future filings to provide a more detailed quantified
analysis of the drivers of
 fluctuations in your revenue, including the changes in the the number
and type of
 systems sold and the impact of any changes in price ranges of systems
sold during each
 period presented. Reference Item 303(b)(2) of Regulation S-K and SEC
Release No. 33-
 8350.
Form 10-Q for the Three and Six Months Ended November 28, 2025
Financial Statements
Note 13. Segment and Concentration Information, page 19

4. We see your discussion in MD&A that the rapid advancement of generative
artificial
 intelligence (AI) and the accelerating electrification of transportation
and global
 infrastructure represent two of the most significant macro-trends
impacting the
 semiconductor industry today. These appear to represent two different
end markets for
 your products as well, one with decreasing sales, and one with
increasing sales, based on
 your reporting. Tell us how the changes in your business and related end
markets impact
 how management reviews the business, your determination of operating
segments, and
 all other general segment disclosures, including revenue by end market.
5. In this regard, tell us how the acquisition of Incal Technology impacted
your business
 segments and related disclosures.
Item 2. Management s Discussion and Analysis of Financial Condition and
Results of
Operations, page 20

6. We see that you include only a short Overview in MD&A that focuses
primarily on your
 products. In light of the significant changes to your business and the
end markets for
 your products, revise your discussion in future filings to provide
information about the
 quality of, and potential variability of, the company's earnings and
cash flow, so that
 investors can ascertain the likelihood that past performance is
indicative of future
 performance. Identify and disclose known trends, events, demands,
commitments and
 uncertainties that are reasonably likely to have a material effect on
financial condition or
 operating performance.
 March 17, 2026
Page 3

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Kristin Lochhead at 202-551-3664 or Julie Sherman at
202-551-3640 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
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CORRESP
1
filename1.htm

aehr_8k.htm

 Aehr Test Systems

 400 Kato Terrace

 Fremont, California 94539

 October 23, 2024

 Via EDGAR Transmission

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3010

 100 F Street, N.E.

 Washington, D.C.  20549

   Re:

   AEHR TEST SYSTEMS

   Registration Statement on Form S-3 (Registration No. 333-282661)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-282661) (the “Registration Statement”) of Aehr Test Systems (the “Company”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on October 25, 2024, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Ross McAloon at (714) 755-8051.

 If you have any questions regarding the foregoing, please do not hesitate to contact Ross McAloon of Latham & Watkins LLP at (714) 755-8051. Thank you in advance for your consideration.

      Very truly yours,

 AEHR TEST SYSTEMS

    By:  /s/ Chris P. Siu

  Name: Chris P. Siu

        Title:  Executive Vice President of Finance and Chief Financial Officer

 cc:        Ross McAloon, Latham & Watkins LLP

October 22, 2024
Gayn Erickson
President and Chief Executive Officer
Aehr Test Systems
400 Kato Terrace
Fremont, CA 94539
Re:Aehr Test Systems
Registration Statement on Form S-3
Filed October 15, 2024
File No. 333-282661
Dear Gayn Erickson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross McAloon

CORRESP
1
filename1.htm

aehr_correspondence

AEHR Test Systems

400 Kato Terrace

Fremont, California 94539

September
15, 2021

Via EDGAR Transmission

Securities
and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3010

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

AEHR
TEST SYSTEMS

Registration Statement on Form S-3 (Registration No.
333-259317)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, we hereby request acceleration of the effective date of
the Registration Statement on Form S-3 (Registration No.
333-259317) (the “Registration Statement”) of AEHR Test
Systems (the “Company”). We respectfully request that
the Registration Statement become effective as of 9:00 a.m.,
Eastern Time, on September 17, 2021, or at such later time as the
Company or its counsel may orally request via telephone call to the
staff. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling Jack Sheridan at (650) 463-3016 or Phillip
Stoup at (415) 395-6027.

If you
have any questions regarding the foregoing, please do not hesitate
to contact Jack Sheridan at (650) 463-3016 or Phillip Stoup at
(415) 395-6027, of Latham & Watkins LLP. Thank you in advance
for your consideration.

Very
truly yours,

AEHR TEST SYSTEMS

/s/
Kenneth
B. Spink

Name: Kenneth B.
Spink

Title: Vice
President of Finance and Chief Financial
Officer

cc:

Jack Sheridan,
Latham & Watkins LLP

Phillip
Stoup, Latham & Watkins LLP

United States securities and exchange commission logo
September 14, 2021
Gayn Erickson
Chief Executive Officer
AEHR TEST SYSTEMS
400 Kato Terrace
Fremont, California 94539
Re:AEHR TEST SYSTEMS
Registration Statement on Form S-3
Filed September 3, 2021
File No. 333-259317
Dear Gayn Erickson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jack Sheridan

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                                        March 21, 2017

Via EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:   Amanda Ravitz
             Caleb French

          Re:  Aehr Test Systems
               Registration Statement on Form S-3
               Originally filed March 17, 2017
               File No. 333-216792

               Acceleration Request

               Requested Date:       March 24, 2017
               Requested Time:       9:00 A.M. Eastern Time

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aehr
Test Systems (the "Registrant") hereby requests that the Securities and
Exchange Commission take appropriate action to declare the above-referenced
Registration Statement on Form S-3 (File No. 333-216792) (the "Registration
Statement"), effective at the "Requested Date" and "Requested Time" set forth
above or as soon thereafter as practicable.  The Registrant hereby authorizes
each of Mark Reinstra and Bradley Kondracki, attorneys with the Registrant's
outside legal counsel, Wilson Sonsini Goodrich & Rosati, P.C., to orally
modify or withdraw this request for acceleration.

     We request that we be notified of the effectiveness of the Registration
Statement by telephone to Mr. Kondracki at (650) 565-3867.

                       Sincerely,

                       AEHR TEST SYSTEMS

                       By: /s/ Kenneth B. Spink
                       ----------------------------------------------------
                       Kenneth B. Spink
                       Chief Financial Officer and Vice President of Finance

cc:  Gayn Erickson, Aehr Test Systems
     Mark L. Reinstra, Wilson Sonsini Goodrich & Rosati, P.C.
     Bradley L. Kondracki, Wilson Sonsini Goodrich & Rosati, P.C.

</TEXT>
</DOCUMENT>

Mail Stop 3030
March 21, 2017

Via E -mail
Gayn Erickson
Chief Executive Officer
Aehr Test Systems
400 Kato Terrace
Fremont, CA 94539

Re: Aehr Test Systems
  Registration Statement on Form S-3
Filed  March 17, 2017
  File No.  333-216792

Dear Mr. Erickson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Bradley L. Kondracki , Esq.
 Wilson Sonsini Goodrich & Rosati , P.C.

CORRESP
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aehr20161108_corresp.htm

November 8, 2016

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Amanda Ravitz

Laurie Abbott

Re:

Aehr Test Systems

Registration Statement on Form S-3

Originally filed October 25, 2016

File No. 333-214218

Acceleration Request

Requested Date:         November 11, 2016

Requested Time:        9:00 A.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aehr Test Systems (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 (File No. 333-214218) (the “Registration Statement”), effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Registrant hereby authorizes each of Mark Reinstra and Bradley Kondracki, attorneys with the Registrant’s outside legal counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, to orally modify or withdraw this request for acceleration.

We request that we be notified of the effectiveness of the Registration Statement by telephone to Mr. Reinstra at (650) 320-4566.

Sincerely,

AEHR TEST SYSTEMS

By:

/s/ Kenneth B. Spink

Kenneth B. Spink

Chief Financial Officer and Vice President of Finance

cc:

Gayn Erickson, Aehr Test Systems

Mark L. Reinstra, Wilson Sonsini Goodrich & Rosati, P.C.

Bradley Kondracki, Wilson Sonsini Goodrich & Rosati, P.C.

Mail Stop 3030
November 8, 2016

Via E -Mail
Gayn Erickson
Chief Executive Officer
Aehr Test Systems
400 Kato Terrace
Fremont, CA 94539

Re: Aehr Test Systems
 Registration Statement on Form S-3
Filed  October 25, 2016
  File No.  333-214218

Dear Mr. Erickson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Laurie Abbott  at (202) 551 -8071  with any questions.

Sincerely,

/s/ Laurie Abbott for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Mark L. Reinstra , Esq.
Wilson Sonsini Goodrich & Rosati, P.C.

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
April 7, 2009
   Gary L. Larson Chief Financial Officer Aehr Test Systems 400 Kato Terrace Fremont, California 94539
 Re: Aehr Test Systems
  Form 10-K for the fiscal year ended May 31, 2008     File No.  0-22893

Dear Mr. Larson:   We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                 B r i a n  C a s c i o           A c c o u n t i n g  B r a n c h  C h i e f

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April 2, 2009

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attention:  Jeanne Bennett
            Brian Cascio

       Re:  Aehr Test Systems
            Form 10-K filed for the fiscal year May 31, 2008
            Form 10-Q filed for the quarters August 31 and November 30, 2008
            File No. 0-22893

Ladies and Gentlemen:

        Aehr Test Systems (the "Company") provides this response to the
comments of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") contained in the Staff's letter dated March 3, 2009 (the
"Staff Letter"), relating to the above-referenced Form 10-K and 10-Q's filed
by the Company.  In response to the Staff's comments, we have reproduced
below the comments set forth in the Staff Letter and followed each comment
with our response.  The numbered paragraphs of this letter set forth below
correspond to the numbered paragraphs of the Staff Letter.  References to
"we," "our" or "us" mean the Company or its advisors, as the context may
require.

        In addition, as requested by the Staff Letter, please note that the
Company hereby acknowledges that:

   the Company is responsible for the adequacy and accuracy of the
   disclosure in the filings;

   Staff comments or changes to disclosure in response to Staff
   comments do not foreclose the Commission from taking any action
   with respect to the filings; 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.

Item 9A Controls and Procedures, page 55

        COMMENT 1:  We note your disclosure in Item 9.A. on page 55 that
"based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer have concluded that our disclosure controls and procedures
are effective to ensure that information we are required to disclose in
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms."  The
language that is currently included after the word "effective" in your
disclosure appears to be superfluous, since the meaning of "disclosure and
procedures" is established by Rule 13a-15(e) of the Exchange Act.  Please
remove the language in your future filings or revise the disclosure so that
the language that appears after the word "effective" is substantially similar
in all material respects

<PAGE>
U.S. Securities and Exchange Commission
April 2, 2009
Page 2

to the language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).

        RESPONSE:  In response to the Staff's comment, the Company will
revise its disclosure in Item 9A in its future filings.

Exhibits 31.1 and 31.2

        COMMENT 2:  We note that you omitted a portion of the introductory
language in paragraph 4 of Item 601(b)(31)(i) of Regulation S-K and that you
omitted paragraph 4(b) of Item 610(b)(31)(i) of Regulation S-K, both of which
refer to internal control over financial reporting.  Please file amendments
to the Form 10-K and the Form 10-Q for the first and second quarter of fiscal
2009 to include certifications that include the required paragraphs.  You may
file abbreviated amendments to these documents that include a cover page,
explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the
certification.

        RESPONSE:  In response to the Staff's comment, the Company will file
amendments to its Form 10-K and 10-Q for the first and second quarter of
fiscal 2009 to amend the certifications.

        COMMENT 3:  In addition, in future filings, including any amendments,
please ensure that the wording of the certification is exactly the same as
that provided at Item 601(b)(31)(i) of Regulation S-K.  For example, in the
Forms 10-K and 10-Qs, we note that you replaced the word "report" with the
words "Annual Report" and "Quarterly Report", respectively.  In the
amendments, please revise to ensure that the certifications are consistent
with the required wording.

        RESPONSE:  In response to the Staff's comment, the Company will file
amendments to its Form 10-K and 10-Q for the first and second quarter of
fiscal 2009 to amend the certifications and will ensure in future filings
that the wording of the certification is exactly the same as provided in Item
601(b)(31)(i) of Regulation S-K.

                                  * * * *

<PAGE>
U.S. Securities and Exchange Commission
April 2, 2009
Page 3

        Should you have any further questions or comments, please do not
hesitate to contact me at (510) 623-9400.

                                            Sincerely,

                                            Aehr Test Systems

                                            /S/    GARY L. LARSON
                                            ----------------------------
                                                   Gary L. Larson
                                               Chief Financial Officer

cc:	Mario Rosati, Esq.
	Mark Reinstra, Esq.
	Wilson Sonsini Goodrich & Rosati, P.C.

</TEXT>
</DOCUMENT>

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
March 3, 2009
 Via U S Mail and FAX [(510) 623-9686]

  Gary L. Larson Chief Financial Officer Aehr Test Systems 400 Kato Terrace Fremont, California 94539
 Re: Aehr Test Systems
  Form 10-K for the fiscal year ended May 31, 2008     File No.  0-22893

Dear Mr. Larson:
We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and rela ted disclosures, and do not intend to expand our
review to other portions of your documents. Where indicated, we think you should revise your documents 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 detailed as necessary 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 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

 Mr. Gary L. Larson
Aehr Test Systems March 3, 2009   Page 2 of 3
Form 10-K for the fiscal year May 31, 2008

Form 10-Q for the quarters August 31 and November 30, 2008

Item 9A Controls and Procedures, page 55
 1. We note your disclosure in Item 9.A. on page 55 that “based upon that evaluation, the Chief Executive Officer and the Chief Fina ncial Officer have concluded that our
disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities  Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms”  The language that is currently included after the word "effective" in your disclosure appears to be superfluous, since the meaning of "disclosure controls and procedures" is established by Rule 13a-15(e) of the Exchange Act.  Please remove the language in your future filings or revise the disclosure so that the language that appear s after the word "effective" is substantially
similar in all material respects to the language that appears in the entire two-sentence definition of "disclosure controls and procedures" set forth in Rule 13a-15(e).
  Exhibits 31.1 and 31.2

 2. We note that you omitted a portion of the introductory language in paragraph 4 of Item 601(b)(31)(i) of Regulation S-K and that you omitted paragraph 4(b) of Item 601(b)(31)(i) of Regulation S-K, both of which refer to internal control over financial reporting.  Please file amendments to the Form 10-K and the Form 10-Q for the first and second quarter of fiscal 2009 to include certifications that include the required paragraphs.  You may file abbreviated amendments to these documents that include a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification.
 3. In addition, in future filings, including any amendments, please ensure that the wording of the certification is exactly the same as that provided at Item 601(b)(31)(i) of Regulation S-K.  For example, in the Forms 10-K and 10-Qs, we note that you replaced the word "report" with the words "Annual Report" and "Quarterly Report", respectively.  In the amendments, please revise to ensure that the certifications are consistent with the required wording.
   Mr. Gary L. Larson

 Aehr Test Systems
March 3, 2009   Page 3 of 3
 As appropriate, please amend your filings and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendments 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 amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff 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 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 Corpora tion Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676, if you have
questions regarding our comments.  In our absence you may contact Martin F. James, Senior Assistant Chief Accountant at (202) 551-3671.
Sincerely,

Brian Cascio
        A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

 October 26, 2007

VIA U.S. MAIL and FACSIMILE

  Mr. Gary L. Larson Chief Financial Officer Aehr Test Systems  400 Kato Terrace Fremont, CA 94539
 RE: Aehr Test Systems
  Form 10-K for the fiscal  year ended May 31, 2007
  Filed August 29, 2007   File No. 000-22893

Dear Mr. Larson:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.            S i n c e r e l y ,            M a r t i n  F .  J a m e s         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

_

October 9, 2007

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Brian Cascio

Jong Hwang

Kristin Lochhead

Re:

Aehr Test Systems

Form 10-K for the fiscal year ended May 31, 2007

Filed August 29, 2007

File No. 000-22893

Ladies and Gentlemen:

Aehr Test Systems (the “Company”) submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the “Staff”) received by letter dated September 26, 2007 relating to the Company’s Form 10-K for the fiscal year ended May 31, 2007 filed on August 29, 2007.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed the comment with the Company's response.

Notes to Consolidated Financial Statements

Note 1.  Organization and Summary of Significant Accounting Policies

Revenue Recognition… page 38

COMMENT 1:  We see that you recognize royalty revenue related to licensing income when paid by the licensee.  Under SAB 104, revenue is considered earned and realized or realizable once persuasive evidence of an arrangement exists, services have been rendered, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured.  Please tell us and disclose in future filings why income from licensing arrangement is not earned and realizable until the amounts are paid by the licensee.  Refer to the accounting literature upon which you relied.

Securities and Exchange Commission

October 9, 2007

Page 2

RESPONSE:  We supplementally confirm with the Staff that the Company recognizes revenue in accordance with SAB 104.  Under the Company’s licenses, the licensee is obligated to pay a royalty based upon its production of products that incorporate our technology.  There is no fixed fee component and the Company’s revenue during any particular period is entirely dependent on the licensees’ production during that period.  As a result, the Company cannot determine the amount of its revenue, if any, from the licenses until it receives reports from its licensees.  The Company considers its revenue earned on the earlier of when the Company receives reports from licensees or upon receipt of payment.  The Company believes this to be in accordance with SAB 104 as the revenue is not fixed or determinable and collectibility is not reasonably assured until we have received the reports from our licensees.

We will revise our revenue recognition footnote in future filings as noted below (changes in bold):

The Company's selling arrangements may include contractual customer acceptance provisions and installation of the product occurs after shipment and transfer of title.  The Company recognizes revenue in accordance with SAB 104, which requires revenue to be recognized upon the shipment of products or the performance of services when:

(i) persuasive evidence of the arrangement exists;

(ii) services have been rendered;

(iii) the price is fixed or determinable; and

(iv) collectibility is reasonably assured.

The Company defers recognition of revenue for any amounts subject to acceptance until such acceptance occurs.  When multiple elements exist, the Company allocates the purchase price based on vendor specific objective evidence or third-party evidence of fair value and defers revenue recognition on the undelivered portion.  Historically, these multiple deliverables have included items such as extended support provisions, training to be supplied after delivery of the systems, and test programs specific to customers' routine applications.  The test programs can be written either by the customer, other firms, or the Company.  The amount of revenue deferred is the greater of the fair value of the undelivered element or the contractually agreed to amounts.  Royalty-based revenue related to licensing income is recognized upon the earlier of the receipt by the Company of the licensee’s report related to its usage

Securities and Exchange Commission

October 9, 2007

Page 3

of the licensed intellectual property or upon payment by the licensee.  This revenue is recorded in net sales.  Provisions for the estimated future cost of warranty is recorded at the time the products are shipped.

Statement of the Company

As requested by the Staff, the Company hereby acknowledges 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 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.

* * *

Securities and Exchange Commission

October 9, 2007

Page 4

We trust that you will find the foregoing responsive to the comments of the Staff.  Please direct any questions or comments regarding this filing to the undersigned or Jim Ryan of this office at (510) 623-9400.

Very truly yours,

AEHR TEST SYSTEMS

 /s/ GARY L. LARSON

Gary L. Larson

Vice President of Finance and

Chief Financial Officer

cc:

Rich Bellucci

Burr, Pilger & Mayer LLP

Andrew W. Kim, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
September 26, 2007

VIA U.S. MAIL and FACSIMILE

 Mr. Gary L. Larson Chief Financial Officer
Aehr Test Systems
400 Kato Terrace Fremont, CA 94539
 RE: Aehr Test Systems
  Form 10-K for the fiscal  year ended May 31, 2007
  Filed August 29, 2007
File No. 000-22893
 Dear Mr. Larson:
 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Gary L. Larson
Aehr Test Systems
September 26, 2007
Page 2   Form 10-K for the fiscal year ended May 31, 2007

Notes to Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies

Revenue Recognition, page 38
 1. We see that you recognize royalty revenue re lated to licensing income when paid
by the licensee.  Under SAB 104, revenue is  considered earned and realized or
realizable once persuasive evidence of an  arrangement exists, services have been
rendered, the seller’s price to  the buyer is fixed or determinable and collectibility
is reasonably assured.  Please tell us and disclose in future filings why income
from licensing arrangement is  not earned and realizable  until the amounts are paid
by the licensee.  Refer to the acc ounting literature upon which you relied.
  As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.
   We urge all persons who are responsi ble 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Gary L. Larson
Aehr Test Systems September 26, 2007
Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jong Hwang at (202) 551- 3327 or Kristin Lochhead at (202)
551-3664 if you have questions.  In this regar d, please do not hesitate to contact me at
(202) 551-3676 with any other questions.
 Sincerely,

Brian Cascio Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

March 2, 2005

Mr. Gary L. Larson
Vice President of Finance and Chief Financial Officer
Aehr Test Systems
400 Kato Terrace
Fremont, CA  94539

	RE:	Aehr Test Systems
		Form 10-K for the fiscal year ended May 31, 2004
		Form 10-Q for the quarter ended August 31, 2004
		Form 10-Q for the quarter ended November 30, 2004
      File No. 000-22893

Dear Mr. Larson:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

							Sincerely,

							Martin F. James
							Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

[LOGO]AEHR TEST SYSTEMS
      400 Kato Terrace
      Fremont, CA 94539
      Phone: 510.623.9400
      Fax: 510.623.9450
      Web: www.aehr.com

February 28, 2005

Mr. Patrick Enunwaonye
Mail Stop 0306
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Mr. Enunwaonye:

On behalf of Aehr Test Systems ("Aehr Test"), we submit this letter in
response to your comments received by letter dated February 1, 2005
relating to Aehr Test's Form 10-K for the fiscal year ended May 31,
2004, Form 10-Q for the period ending August 31, 2004 and Form 10-Q for
the period ending November 30, 2004 (File No. 000-22893).  In this
letter, we have recited your comments and have followed each comment
with Aehr Test's response.  References to "we", "our", or "us" mean Aehr
Test or its advisors, as the context may require.

FORM 10-K- FOR THE FISCAL YEAR MAY 31, 2004
-------------------------------------------

Item 7.  Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations - Pages 13-27
-----------------------------------

Results of Operations
---------------------

Net sales - Page 16
-------------------

1.    When you cite more than one factor in explaining the change in
      financial statement line items, the amounts of the individual
      factors cited, including offsetting factors, should be separately
      quantified.  For example, revise future filings to quantify the
      amount of increase in sales of MTX and related products.  In
      addition, each significant factor that contributed to the
      significant variances in net sales, gross profit and the expense
      amounts should be also quantified and discussed.  We see that you
      have not consistently identified and discussed reasons for changes
      in financial statement line items.  Please apply throughout MD&A
      to the extent practicable in future filings.

<PAGE>
      Response:  We acknowledge the comments from the Staff and we will
      address the Staff's comments in future filings.

2.    Supplementally and in future filings provide more details of the
      reason that the increase in net sales related to the turnkey
      project that includes a significant pass-through component
      resulted in lower gross profit margins.  More details should be
      provided of the declining trend in gross profit margins and
      whether this is expected to continue.

      Response:  In response to the Staff's request for supplemental
      information:  Beginning in January 2004, the Company received
      turnkey system orders from a single customer, which included
      certain products not typically sold directly by the Company, such
      as loaders and unloaders, which are used in conjunction with our
      systems.  At the customer's request, these products were included
      as part of the order.  These products were priced at or near the
      Company's cost, and are referred to here as "pass-through"
      products.  In total, the customer ordered $3.8 million in pass-
      through products.

      The pass-through products were recorded as net sales in the fiscal
      quarters ended May 31, 2004, August 31, 2004, and November 30,
      2004, in the amounts of $1.0 million, $2.2 million, and $576,000,
      respectively.  The overall gross margin for these pass-through
      products was less than 5% of net sales.

      Since the Company does not typically accept pass-through product
      orders, it has requested that, going forward, the customer
      purchase these pass-through products directly through the vendors
      that currently manufacture such products.  The customer has
      already ordered some of these products directly from the vendors.
      The customer has not advised the Company of its intent to purchase
      any additional pass-through products from the Company.  In future
      filings, the Company will provide additional disclosure in
      response to the Staff's comments.

Liquidity and Capital Resources - Page 17
-----------------------------------------

3.    We note that your accounts receivable balances increased
      significantly for the fiscal year ended 2004 when compared with
      the year ended 2003.  Revise future filings to discuss the reasons
      for the significant increases in the 2004 balances and the
      resulting impact as a source or use of your cash.  In addition,
      the significant variances in the balance sheet amounts should also
      be discussed in future filings.

      Response:  We acknowledge the comments from the Staff and we will
      address the Staff's comments in future filings.

<PAGE>
4.    Revise future filings to disclose your capital resources
      commitments as of the end of the fiscal year, and the anticipated
      funding sources.  Refer to Item 303(2) of Regulation S-K.

      Response:  In the Overview of Contract Obligations section of the
      Management's Discussion and Analysis of Financial Condition and
      Results of Operations on Page 18 of the Form 10-K, the Company has
      disclosed operating leases and purchase obligations.  The Company
      had no other capital resources commitments as of the fiscal year
      end, May 31, 2004.  If, in future periods, the Company has other
      capital resources commitments, those commitments will also be
      disclosed.

Financial Statements
--------------------

Consolidated Statements of Operations - Page 31
-----------------------------------------------

5.    We note on page 5 that you license the "Test Fixture" products to
      others to manufacture and sell.  We also note that the royalty
      revenues account for about 16 percent of your net sales.  Revise
      future filings of your consolidated statements of income to
      separately disclose revenues from the sale of products, services,
      rental, royalties and other products if the revenues from any
      individual referenced component are more than 10 percent of total
      revenues for the year.  Related costs and expenses should also be
      disclosed separately.  Refer to Rule 5-03(b)(1) and (2) of
      Regulation S-X.

      Response:    For clarification, it should be noted that royalties
      are a minor portion of the net sales in the Test Fixtures product
      category.  The entire category, which also includes direct sales
      of test fixtures, accounted for about 16% of the Company's net
      sales in fiscal 2004.  Royalties were less than 2% of total net
      sales for the year.  We acknowledge the comments from the Staff
      and we will address the Staff's comments, as appropriate, in
      future filings.

Notes to Consolidated Financial Statements:
-------------------------------------------

Note 1: Summary of Significant Accounting Principles and Policies
-----------------------------------------------------------------

Revenue Recognition - Page 35
-----------------------------

6.    We see that you recognize revenue when products are shipped and
      that some revenues are deferred for products or services subject
      to acceptance provisions.  We also see on page 5 that your sales
      are, in part, made through distributors.  Revise and expand future
      filings to address the following:

<PAGE>
      a.    Description of the significant terms of your arrangements
            with distributors, including but not limited to pricing,
            payment and return policies;
      b.    Demonstration that revenue recognition at shipment is
            appropriate for transactions with distributors;
      c.    Clarify the accounting for any special arrangements with
            distributors such as price protection, service contracts,
            rights of return and other discounts, credits or special
            terms.
      d.    How you considered paragraph 6 of SFAS 48;
      e.    Whether your arrangements with these distributors or any
            other parties ever include vendor consideration as described
            in EITF 01-09;
      f.    Description of the nature and extent of the EITF 01-09
            consideration and how you accounted for it.

      Response:  The Company's terms of sale are FOB shipping point with
      payment due within 60 days.  The only right of return is if the
      equipment does not meet the published specifications.  All
      products go through in-house testing and verification of
      specifications before shipment.  Apart from warranty reserves,
      credits issued have not been material as a percentage of net
      sales.

      The Company's distributors do not carry inventories of our
      products.  Instead, the distributors place orders with the Company
      at or about the time they receive orders from their customers.
      The Company's shipment terms to our distributors do not provide
      for credits or right of return.  Because the Company's
      distributors do not carry inventories of our products, they do not
      have rights to price protection or to return products.

      At the time the Company ships products to the distributors the
      price is fixed.  Subsequent to the issuance of the invoice, there
      are no discounts or special terms.

      Paragraph 6 of FAS 48 is not applicable because the Company does
      not give the buyer the right to return the product or to receive
      future price concessions.  The Company's arrangements do not
      include vendor consideration as described in EITF 01-09.

      We will address the Staff's comments in future filings.

7.    Supplementally and in future filings provide details of whether
      the Company's products and services have multiple deliverables and
      clarify the accounting treatment under EITF 00-21.

      Response:  In response to the Staff's request for supplemental
      information: When multiple elements exist, the Company allocates
      the purchase price based on vendor specific objective evidence or
      third-party evidence of fair

<PAGE>
      value and defers revenue recognition on the undelivered portion,
      in accordance with EITF 01-21.  Historically, these multiple
      deliverables have included items such as extended support
      provisions, training to be supplied after delivery of the systems,
      and test programs specific to customers' routine applications.
      The test programs can be written either by the customer, other
      firms, or the Company.  The Company will provide additional
      disclosure in future filings if there are significant multiple
      arrangements.

Note 13 - Segment Information - Page 45
---------------------------------------

8.    You disclose that you operate in one industry segment.  Do you
      mean one reportable segment pursuant to SFAS 131?  Tell us how you
      applied the guidance of paragraphs 10 through 24 of SFAS 131.

      Response:  Yes, the Company considers itself to be in one
      reportable segment pursuant to SFAS 131.  As the Company's
      business is completely focused on one industry segment, the
      designing, manufacturing and marketing of advanced test and burn-
      in products to the semiconductor manufacturing industry,
      management believes that the Company has only one reportable
      segment.  The Company's revenues and profits are generated through
      the sale and service of products for this one segment.

      As an example of the Company's review and implementation of SFAS
      131, we cite the performance test boards and burn-in boards
      (jointly, the "interface boards") that the Company sells.
      Interface boards can be sold separately, but are an integral part
      of the use of our test and burn-in systems. The production of the
      interface boards involves the same skills and processes as the
      production of the advanced test and burn-in products.  The
      customers of the interface boards are also customers of the test
      and burn-in products.  The Company distributes interface boards
      and test and burn-in products using the same distribution
      channels.   The Chief Executive Officer of the Company is its
      chief decision maker.  The CEO does not regularly review operating
      results for interface boards.  Separate financial information is
      not prepared for interface boards.  Interface boards have similar
      economic characteristics to substantially all of the Company's
      other products.  With respect to the quantitative thresholds as
      defined in paragraph 18 of FAS 131, sales of interface boards are
      less than 10% of net sales and the Company believes that operating
      income and assets related to interface boards are less than 10% of
      total operating income and assets, respectively.  Based on both
      the nature of the business and materiality, Management determined
      that interface boards are properly included in that one reportable
      segment representing all of its products.

<PAGE>
Form 10-Q for the periods ended August 31, 2004 and November 30, 2004
---------------------------------------------------------------------

9.    You should consider the comments on the Form 10-K when preparing
      future Forms 10-Q.

      Response:  We acknowledge the comments from the Staff and we will
      address the Staff's comments in future filings.

In response to the Staff's request to respond to the Staff's comments
within ten business days:  We note that we contacted the Staff by
telephone upon receipt of the letter to inform the Staff that we
expected to return our response near the end of February, 2005.

Also, as requested, we hereby acknowledge that:

   o  the company is responsible for the adequacy and accuracy of the
      disclosure in the filings;
   o  staff comments or changes to disclosure in response to staff
      comments in the filings reviewed by the staff do not foreclose the
      Commission from taking any action with respect to the filing; and
   o  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.

I hope that these responses meet your requirements.  If you have any
further questions, feel free to contact me.

Sincerely,

/S/ GARY LARSON

Gary Larson
CFO, VP of Finance

cc:	Mark Reinstra, Wilson Sonsini Goodrich & Rosati

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</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

February 1, 2005

Via: US Mail and Facsimile to (510) 623-9686

Mr. Gary L. Larson
Vice President of Finance and Chief Financial Officer
Aehr Test Systems
400 Kato Terrace
Fremont, CA  94539

	RE:	Aehr Test Systems
		Form 10-K for the fiscal year ended May 31, 2004
		Form 10-Q for the quarter ended August 31, 2004
		Form 10-Q for the quarter ended November 30, 2004
      File No. 000-22893

Dear Mr. Larson:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in future filings 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 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 this information, we may or may not
raise additional comments.

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year May 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Pages 13-27

Results of Operations

Net sales - Page 16
1. When you cite more than one factor in explaining the change in
a
financial statement line item, the amounts of the individual
factors
cited, including offsetting factors, should be separately
quantified.
For example, revise future filings to quantify the amount of
increase
in sales of MTX and related products. In addition, each
significant
factor that contributed to the significant variances in net sales,
gross profit and the expense amounts should also be quantified and
discussed.  We see that you have not consistently identified and
discussed reasons for changes in financial statement line items.
Please apply throughout MD&A to the extent practicable in future
filings.
2. Supplementally and in future filings provide more details of
the
reason that the increase in net sales related to the turnkey
project
that includes a significant pass-through component resulted in
lower
gross profit margins. More details should be provided of the
declining trend in gross profit margins and whether this is
expected
to continue.

Liquidity and Capital Resources - Page 17
3. We note that your accounts receivable balances increased
significantly for the fiscal year ended 2004 when compared with
the
year ended 2003.  Revise future filings to discuss the reasons for
the significant increases in the 2004 balances and the resulting
impact as a source or use of your cash. In addition, the
significant
variances in the balance sheet amounts should also be discussed in
future filings.
4. Revise future filings to disclose your capital resources
commitments as of the end of the fiscal year, and the anticipated
funding sources. Refer to Item 303(2) of Regulation S-K.

Financial Statements

Consolidated Statements of Operations - Page 31
5. We note on page 5 that you license the "Test Fixture" products
to
others to manufacture and sell. We also note that the royalty
revenues account for about 16 percent of your net sales. Revise
future filings of your consolidated statements of income to
separately disclose revenues from the sale of products, services,
rental, royalties and other products if the revenues from any
individual referenced component are more than 10 percent of total
revenues for the year. Related costs and expenses should also be
disclosed separately. Refer to Rule 5-03(b)(1) and (2) of
Regulation
S-X.

Notes to Consolidated Financial Statements:

Note 1: Summary of Significant Accounting Principles and Policies

Revenue Recognition - Page 35
6. We see that you recognize revenue when products are shipped and
that some revenues are deferred for products or services subject
to
acceptance provisions. We also see on page 5 that your sales are,
in
part, made through distributors.  Revise and expand future filings
to
address the following:
a. Description of the significant terms of your arrangements with
distributors, including but not limited to pricing, payment and
return policies;
b. Demonstration that revenue recognition at shipment is
appropriate
for transactions with distributors;
c. Clarify the accounting for any special arrangements with
distributors such as price protection, service contracts, rights
of
return and other discounts, credits or special terms.
d. How you considered paragraph 6 of SFAS 48;
e. Whether your arrangements with these distributors or any other
parties ever include vendor consideration as described in EITF 01-
09;
f. Description of the nature and extent of the EITF 01-09
consideration and how you accounted for it.

7. Supplementally and in future filings provide details of whether
the Company`s products and services have multiple deliverables and
clarify the accounting treatment under EITF 00-21.

Note 13 - Segment Information - Page 45
8. You disclose that you operate in one industry segment. Do you
mean
one reportable segment pursuant to SFAS 131? Tell us how you
applied
the guidance of paragraphs 10 through 24 of SFAS 131.

Form 10-Q for the periods ended August 31, 2004 and November 30,
2004
9. You should consider the comments on the Form 10-K when
preparing
future Forms 10-Q.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      You may contact Patrick Enunwaonye, Staff Accountant, at
(202)
824-5529 or me, at (202) 942-1791 if you have questions regarding
comments on the financial statements and related matters. In this
regard, do not hesitate to contact Martin James,  Senior Assistant
Chief Accountant, at (202) 942-1984 with any other concerns.

							Sincerely,

							Brian Cascio
							Accounting Branch Chief

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Mr. Gary L. Larson
Aehr Test Systems
February 1, 2005
Page 1 of 5

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