SecProbe.io

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 Stabilis Solutions, Inc.

 11750 Katy Frwy.

 Suite 900

 Houston, TX 77079

 Phone (832)456-6500

 March 23, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Laura Nicholson

 Re:
 Stabilis Solutions, Inc.

 Registration Statement on Form S-3

 Filed March 13, 2026

 File No. 333-294281

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stabilis Solutions, Inc. (the “ Registrant ”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m., Eastern Daylight Time, on March 26, 2026, or as soon as thereafter practicable.

 The Registrant hereby acknowledges that:

 ●

 should the Securities and Exchange Commission (the “ Commission ”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States

 If you have any questions, please do not hesitate to call Andrew Puhala, Chief Financial Officer at (832) 456-6502 or our counsel, Amy Curtis of Holland & Knight at (214) 969-1763.

 Very truly yours,

 STABILIS SOLUTIONS, INC.

 By:
 /s/ Andrew L. Puhala

 Name:
 Andrew L. Puhala

 Title:
 Chief Financial Officer

 cc:
 Amy Curtis, Counsel

 Joel Bernstein, Counsel

 J. Casey Crenshaw, Interim President and Chief Executive Officer

March 20, 2026
Andrew Puhala
Senior Vice President and Chief Financial Officer
Stabilis Solutions, Inc.
11750 Katy Freeway, Suite 900
Houston, Texas 77079
Re:Stabilis Solutions, Inc.
Registration Statement on Form S-3
Filed March 13, 2026
File No. 333-294281
Dear Andrew Puhala:
            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 Laura Nicholson at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Amy Curtis

United States securities and exchange commission logo
October 25, 2023
Andrew Puhala
Chief Financial Officer
Stabilis Solutions, Inc.
11750 Katy Freeway, Suite 900
Houston, TX 77079
Re:Stabilis Solutions, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 9, 2023
File No. 001-40364
Dear Andrew Puhala:
            We have completed our review of your filing. 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 Energy & Transportation

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			Stabilis Solutions, Inc.

			11750 Katy Frwy., Suite 900

			Houston, TX 77079

			PHONE     (832) 456-6500

			(866) LNG-FUEL (564-3835)

October 18, 2023

VIA EDGAR

Division of Corporation Finance

Office of Energy and Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Stabilis Solutions, Inc.

Form 10-K for the Fiscal Year ended December 31, 2022

Filed March 9, 2023

File No. 001-40364

This letter sets forth the response of Stabilis Solutions, Inc. (the “Company”) to the comment letter dated September 21, 2023 received from the Division of Corporate Finance of the U.S. Securities and Exchange Commission (the "Commission") with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-40364), filed with the Commission on March 9, 2023 (the "Form 10-K").

Comment 1:

Management's Discussion and Analysis of Financial Condition and Results of Operations Recent Developments, page 29

We note your disclosure explaining that in the third quarter of 2022, you received authorization from the Department of Energy to export up to 51.75 billion cubic feet of domestically produced LNG per year to all free trade and non-free trade countries, including Asian, European, and Latin American importing nations, although you did not make any exports under this approval during the 2022 fiscal year.

Please expand your disclosure to clarify the relevance of the authorization to your business plans and address the guidance in Item 303(a) and (b)(2)(ii) of Regulation S-K, which require that you focus specifically on material events and uncertainties that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results, matters that are reasonably likely to have a material impact on future operations, and trends or uncertainties that are reasonably likely to have a material impact on net sales or income from continuing operations.

For example, discuss any plans you have adopted to export LNG to countries covered by the authorization, timeframes for commencement of sales, volumes expected to be sold, the specific markets or regions involved, initiatives or steps you have undertaken or that will be required to expand your logistical capabilities, and the extent of any sales commitments you had entered into as of the end of the period covered by the report.

Response:

At the time of the Form 10-K filing, the Company was still in the initial stages of exploring its entry into the export market under the DOE authorization and had not entered into any sales commitments nor identified a timeframe for commencement of exportation of LNG under the authorization. Furthermore, the Company had not expended material funds on this project. Accordingly, the Company believed that it had no reasonable basis on which to forecast when exports under the authorization would occur and the economics of eventual exportation of LNG under the authorization.

The Company acknowledges its disclosure obligations under Item 303(a) and (b)(2)(ii) of Regulation S-K and will make appropriate disclosures related to activities under the export authorization in future filings when appropriate.

Comment 2:

Results of Operations

Revenue, page 31

We note your discussion and analysis pertaining to the increase in revenues and the increase in cost of revenues consist of four bullet points attributing the change to the sale of higher volumes, higher prices/inflationary pressures, and additional projects, although the extent of the change attributable to these various factors remains unclear.

Please expand your disclosure to address the guidance in Item 303(b) and (b)(2)(iii) of Regulation S-K, which require that you indicate the extent to which material changes in net sales are attributable to changes in prices or to changes in the volumes or amounts of goods or services being sold, or to the introduction of new products or services.

Please also quantify the volumes associated with each source of revenue identified on page 28 in a tabulation with comparative sales and volumetric details for each revenue source. Please differentiate between sales of production, sales of purchased LNG, delivery service fees, and the various other service revenues.

Please submit the revisions that you propose to address these concerns.

Response:

The Company acknowledges the Commission’s comment and proposes to include changes in LNG gallons delivered and revenues by source in tabular presentation and to quantify the extent of the changes attributable to the related factors in bullet presentation within Results of Operations for all periods presented.

The distinction between produced and third-party volumes is not a significant driver of the Company’s operating results as the revenue and margin profiles are similar. Additionally, the Company does not charge individual delivery service fees for LNG Product because LNG must be transported in specialized cryogenic tankers and the personnel loading and unloading LNG have special safety training and procedures. Accordingly, loading, transportation and unloading is included in our LNG pricing per gallon. Other service revenues are not material (less than 2% of 2022 revenues) and Stabilis does not believe additional disclosures are required for these revenues.

The Company respectfully requests to include the proposed expanded disclosure in future filings beginning with Form 10-Q for the quarter ended September 30, 2023 in substantially the same format as detailed below.

Proposed Future Tabular Presentation

			Year Ended December 31,

			2022

			2021

			Change

			% Change

			Revenues:

			LNG Product

			$
			83,095

			$
			55,699

			$
			27,396

			49.2
			%

			Increase/(decrease) in gallons delivered

			4,324

			Rental

			13,102

			10,651

			2,451

			23.0

			Service

			1,943

			1,287

			656

			51.0

			Other

			683

			1,534

			(851
			)

			(55.5
			)

			Total revenue

			$
			98,823

			$
			69,171

			$
			29,652

			42.9
			%

Proposed Future Narrative Presentation and Disclosure for Revenue and Operating Expenses

Revenue

During the Current Year revenues increased $29.7 million, or 43%, compared to the Prior Year. The increase in revenues primarily related to:

			●

			Increased natural gas prices during the Current Year compared to the Prior Year resulting in increased revenues of $15.8 million;

			●

			Increased LNG delivered to customers of 4.3 million gallons in the Current Year compared to the Prior Year resulting in increased revenues of $4.1 million;

			●

			Increased pricing charged to our customers in response to cost increases from inflationary pressures resulting in increased revenues of $5.9 million;

			●

			Increased revenues from minimum purchase take or pay contracts of $1.6 million; and

			●

			Increases in rental, service, and other revenue related to additional projects (primarily for marine bunkering) with equipment and higher labor revenues resulting in increased revenues of $2.3 million.

Operating Expenses

Costs of revenues. Cost of revenues increased $22.5 million, or 41%, in the Current Year compared to the Prior Year. The increase in cost of revenues was attributable to:

			●

			Increased natural gas prices during the Current Year compared to the Prior Year resulting in increased costs of revenues of $14.0 million;

			●

			Increased LNG delivered to customers of 4.3 million gallons during the Current Year compared to the Prior Year resulting in increased costs of revenues of $3.5 million;

2

			●

			Inflationary pressures, including increased transportation costs and increased liquefaction costs, personnel, electricity and other higher costs resulting in increased costs of revenues of $1.7 million;

			●

			Increased costs of revenues from minimum purchase take or pay contracts of $0.9 million; and

			●

			Increased costs of rental, service, and other revenue of $2.4 million primarily related to increased labor and equipment rentals to support the increase of additional projects (primarily for marine bunkering).

The Company believes the proposed presentation meets the criteria of Item 303(b) and (b)(2)(iii) of Regulation S-K. As the only publicly traded, small-scale LNG company in North America, additional disclosures of the Company’s volumes, pricing, and commodity costs in more detail than proposed would put the Company at a competitive disadvantage to its privately held peers as this information would be used to determine the Company’s pricing strategy and margins.

Comment 3

Financial Statements

Note 3 – Revenue Recognition

Disaggregated Revenues, page 54

We note the revenue categories identified in your table of disaggregated revenues on page 54 (i.e. LNG Product, Rental, Service, Other) differ somewhat from the sources described on page 28, (i.e. LNG Production and Sales, Transportation and Logistics Services, Cryogenic Equipment Rental, Engineering and Field Support Services).

Tell us how these various revenues sources compare and reconcile to one another and explain how any differences were considered in preparing disclosures that you believe would be responsive to the requirements in FASB ASC 606-10-50.

Please differentiate between sales of production, sales of purchased LNG, and the various services being provided, and submit any revisions that you propose to more clearly identify categories of revenue that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, as required by FASB ASC 606-10-50-5, and reflective of the varying terms of your contractual arrangements and consistent with FASB ASC 606-10-55-89 through 55-91.

Response:

The Company acknowledges the Commission’s comment and is providing the following commentary to reconcile the various amounts and explain how the differences were considered in preparing the disclosures required in FASB ASC 606-10-50.

The descriptions of the activities that Stabilis performs to generate revenues on page 28 of the Form 10-K are the same descriptions used on page 4, which describe the Company’s activities through the eyes of management. The descriptions on pages 4 and 28 of the Form 10-K were intentionally written to describe the technical details of the products and services provided and not necessarily how Topic 606 categorizes and recognizes revenue. However, the Company believes the categories of disaggregated revenue required under Topic 606 as disclosed on page 54 of the Form 10-K are compatible with the descriptions on page 28 in that:

			●

			“LNG Production and Sales” and “Transportation and Logistics Services” are disclosed as “LNG Product revenues” which represent revenues from the sale and delivery of LNG to our customers.

			●

			“Cryogenic Equipment Rental” is disclosed as “Rental revenues”

			●

			“Engineering and Field Support Services” is disclosed as “Service revenues”

			●

			There was no description of "Other revenues” on page 4 or page 28 of the Form 10-K as this amount of revenue is not material to the Company’s operations.

The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the Company does not believe that this distinction is a significant factor in determining the financial results of the Company and the criteria for revenue recognition are identical. LNG is a commodity and LNG is interchangeable and often substituted based on a variety of factors including current demand on our LNG production facility, plant maintenance, third-party LNG availability and distance to the customer from our LNG production facilities.

While we believe that our descriptions and disaggregation of revenues are consistent with other disclosures within the Form 10-K and meet the requirements of Topic 606-10-50, the Company respectfully requests to include the expanded disclosure substantially in the same format in future filings beginning with Form 10-Q for the quarter ended September 30, 2023 as detailed below.

REVENUE RECOGNITION

We recognize revenues when the transfer of goods or services are delivered to our customers in accordance with the applicable customer contract and we are entitled to be paid by the customer. Revenues are measured as consideration specified in the contract and exclude any sales incentives and amounts collected on behalf of third parties. Amounts are billed upon completion of service or transfer of a product and are generally due within 30 days.

Revenues from contracts with customers are disaggregated into (1) LNG product revenues, (2), Rental revenues, (3) Service, and (4) Other.

3

LNG Product

LNG Product revenues represent the sale of LNG from both produced and purchased sources as well as the transportation performed to deliver the LNG to our customer location. LNG Product revenues are recognized upon delivery of the LNG to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using third party transportation companies and therefore recognizes the gross revenue for the supply of LNG. The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the criteria for revenue recognition are identical.

Certain of our sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period.

Rental

Rental revenues are generated from the rental of cryogenic equipment to our customers. Rental revenues are not dependent upon the gallons delivered but based upon dayrates or monthly rates for the use of equipment as specifically established within the contract and are disaggregated from LNG Product revenues. Revenues related to rental of equipment are recognized under Topic 606 and not ASC 842: Leases, as the Company maintains control of the equipment that the customer uses and can replace the rented equipment with similar equipment should the rented equipment become inoperable or the Company chooses to replace the equipment for maintenance purposes. Revenue is recognized as the rental period is completed and for periods that cross month end, revenue is recognized for the portion of the rental period that has been completed to date. Payment terms for rental contracts are generally within thirty days from the receipt of the invoice. Performance obligations for rental revenue are considered to be satisfied as the rental period is completed based upon the terms of the related contract. The stated rental rates within each contract are representative of the stand-alone rental rates at the time the contract was negotiated.

Service

Service revenues are generated from engineering and field support services and represent the human resources provided to the customer to support the use of LNG at the customer’s job site. These include support and costs for mobilization and demobilization of equipment at customer sites as well as onsite technical support while customers are consuming LNG. Service revenues are not dependent upon the gallons delivered or rental period but based upon the specific contractual terms and can be based on an event (i.e. mobilization or demobilization) or an hourly rate as specifically established within the contract and are disaggregated from LNG Product revenues and Rental revenues. Service revenue is recognized as the event is completed or work is done. The stated hourly labor rates in each contract are representative of the stand-alone hourly rates at the time the contract was negotiated.

Other

Other revenues are items that, due to their nature, are disaggregated from th

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			11750 Katy Fwy, Suite 900

			Houston, TX 77079

			P: 832-456-6500

			www.stabilis-solutions.com

October 3, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attention: Mark Wojciechowski and Lily Dang

			Re:

			Stabilis Solutions, Inc.

			Form 10-K for the Fiscal Year Ended December 31, 2022

			Filed March 9, 2023

			File No. 001-40364

Dear Mr. Wojciechowski and Ms. Dang:

I am writing on behalf of Stabilis Solutions, Inc. (“Stabilis”). Stabilis acknowledges receipt of the letter dated September 21, 2023 (the “Comment Letter”) containing comments from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) to me, in which the Staff has requested certain information with respect to the above-referenced Form 10-K. We are working expeditiously to respond to the Comment Letter. We respectfully request an extension for our response to the Comment Letter to no later than October 19, 2023. This extension will ensure that we can devote the appropriate time and resources to consider the Staff’s comments and prepare our response. Thank you for your consideration.

If you have any questions, please do not hesitate to contact me at (832) 456-6502.

			Respectfully submitted,

			Stabilis Solutions, Inc.

			By:

			/s/ Andrew L. Puhala

			Andrew L. Puhala

			Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
September 21, 2023
Andrew Puhala
Chief Financial Officer
Stabilis Solutions, Inc.
11750 Katy Freeway, Suite 900
Houston, TX 77079
Re:Stabilis Solutions, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 9, 2023
File No. 001-40364
Dear Andrew Puhala:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments, page 29
1.We note your disclosure explaining that in the third quarter of 2022, you received
authorization from the Department of Energy to export up to 51.75 billion cubic feet of
domestically produced LNG per year to all free trade and non-free trade countries,
including Asian, European, and Latin American importing nations, although you did not
make any exports under this approval during the 2022 fiscal year.

Please expand your disclosure to clarify the relevance of the authorization to your
business plans and address the guidance in Item 303(a) and (b)(2)(ii) of Regulation S-K,
which require that you focus specifically on material events and uncertainties that are
reasonably likely to cause reported financial information not to be necessarily indicative
of future operating results, matters that are reasonably likely to have a material impact on

 FirstName LastNameAndrew Puhala
 Comapany NameStabilis Solutions, Inc.
 September 21, 2023 Page 2
 FirstName LastNameAndrew Puhala
Stabilis Solutions, Inc.
September 21, 2023
Page 2
future operations, and trends or uncertainties that are reasonably likely to have a material
impact on net sales or income from continuing operations.

For example, discuss any plans you have adopted to export LNG to countries covered by
the authorization, timeframes for commencement of sales, volumes expected to be sold,
the specific markets or regions involved, initiatives or steps you have undertaken or that
will be required to expand your logistical capabilities, and the extent of any sales
commitments you had entered into as of the end of the period covered by the report.
Results of Operations
Revenue, page 31
2.We note your discussion and analysis pertaining to the increase in revenues and the
increase in cost of revenues consist of four bullet points attributing the change to the sale
of higher volumes, higher prices/inflationary pressures, and additional projects, although
the extent of the change attributable to these various factors remains unclear.

Please expand your disclosure to address the guidance in Item 303(b) and (b)(2)(iii) of
Regulation S-K, which require that you indicate the extent to which material changes in
net sales are attributable to changes in prices or to changes in the volumes or amounts of
goods or services being sold, or to the introduction of new products or services.

Please also quantify the volumes associated with each source of revenue identified on
page 28 in a tabulation with comparative sales and volumetric details for each revenue
source.  Please differentiate between sales of production, sales of purchased LNG,
delivery service fees, and the various other service revenues.

Please submit the revisions that you propose to address these concerns.
Financial Statements
Note 3 - Revenue Recognition
Disaggregated Revenues, page 54
3.We note the revenue categories identified in your table of disaggregated revenues on
page 54 (i.e. LNG Product, Rental, Service, Other) differ somewhat from the sources
described on page 28, (i.e. LNG Production and Sales, Transportation and Logistics
Services, Cryogenic Equipment Rental, Engineering and Field Support Services).

Tell us how these various revenues sources compare and reconcile to one another and
explain how any differences were considered in preparing disclosures that you believe
would be responsive to the requirements in FASB ASC 606-10-50.

Please differentiate between sales of production, sales of purchased LNG, and the various
services being provided, and submit any revisions that you propose to more clearly
identify categories of revenue that depict how the nature, amount, timing, and uncertainty

 FirstName LastNameAndrew Puhala
 Comapany NameStabilis Solutions, Inc.
 September 21, 2023 Page 3
 FirstName LastName
Andrew Puhala
Stabilis Solutions, Inc.
September 21, 2023
Page 3
of revenue and cash flows are affected by economic factors, as required by FASB ASC
606-10-50-5, and reflective of the varying terms of your contractual arrangements and
consistent with FASB ASC 606-10-55-89 through 55-91.

            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.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Lily
Dang, Staff Accountant, at (202) 551-3867 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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11750 Katy Fwy, Suite 900

Houston, TX  77079

P: 832-456-6500

www.stabilis-solutions.com

    April 21, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attention:    Cheryl Brown, Law Clerk

        Irene Barberena-Meissner, Staff Attorney

    Re:     Stabilis Solutions, Inc.

        Registration Statement on Form S-3

        Initially Filed April 11, 2022

        Amendment No. 1 Filed on April 20, 2022

        File No. 333-264230

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stabilis Solutions, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m., Eastern Daylight Time, on April 26, 2022, or as soon as thereafter practicable.

The Registrant hereby acknowledges that:

  •   should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  •   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  •   the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to call Andrew Puhala, Chief Financial Officer at (832) 456-6502.

Very truly yours,

STABILIS SOLUTIONS, INC.

By:     /s/ Andrew L. Puhala

Name: Andrew L. Puhala

Title:   Chief Financial Officer

cc:     Amy Curtis, Counsel

Joel Bernstein, Counsel

    Westervelt T. Ballard, Jr., Chief Executive Officer

CORRESP
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Document

11750 Katy Fwy, Suite 900

Houston, TX  77079

P: 832-456-6500

www.stabilis-solutions.com

    April 21, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attention:    Cheryl Brown, Law Clerk

        Irene Barberena-Meissner, Staff Attorney

    Re:     Stabilis Solutions, Inc.

        Registration Statement on Form S-1

        Initially Filed April 11, 2022

        Amendment No. 1 Filed on April 20, 2022

        File No. 333-264229

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stabilis Solutions, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m., Eastern Daylight Time, on April 26, 2022, or as soon as thereafter practicable.

The Registrant hereby acknowledges that:

  •   should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  •   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  •   the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to call Andrew Puhala, Chief Financial Officer at (832) 456-6502.

Very truly yours,

STABILIS SOLUTIONS, INC.

By:     /s/ Andrew L. Puhala

Name: Andrew L. Puhala

Title:   Chief Financial Officer

cc:     Amy Curtis, Counsel

Joel Bernstein, Counsel

    Westervelt T. Ballard, Jr., Chief Executive Officer

CORRESP
1
filename1.htm

Document

11750 Katy Fwy, Suite 900

Houston, TX  77079

P: 832-456-6500

www.stabilis-solutions.com

    April 21, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attention:    Cheryl Brown, Law Clerk

        Irene Barberena-Meissner, Staff Attorney

    Re:     Stabilis Solutions, Inc.

        Registration Statement on Form S-1

        Initially Filed April 11, 2022

        Amendment No. 1 Filed on April 20, 2022

        File No. 333-264229

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stabilis Solutions, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m., Eastern Daylight Time, on April 26, 2022, or as soon as thereafter practicable.

The Registrant hereby acknowledges that:

  •   should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  •   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  •   the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to call Andrew Puhala, Chief Financial Officer at (832) 456-6502.

Very truly yours,

STABILIS SOLUTIONS, INC.

By:     /s/ Andrew L. Puhala

Name: Andrew L. Puhala

Title:   Chief Financial Officer

cc:     Amy Curtis, Counsel

Joel Bernstein, Counsel

    Westervelt T. Ballard, Jr., Chief Executive Officer

CORRESP
1
filename1.htm

Document

11750 Katy Fwy, Suite 900

Houston, TX  77079

P: 832-456-6500

www.stabilis-solutions.com

    April 21, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attention:    Cheryl Brown, Law Clerk

        Irene Barberena-Meissner, Staff Attorney

    Re:     Stabilis Solutions, Inc.

        Registration Statement on Form S-3

        Initially Filed April 11, 2022

        Amendment No. 1 Filed on April 20, 2022

        File No. 333-264230

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stabilis Solutions, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m., Eastern Daylight Time, on April 26, 2022, or as soon as thereafter practicable.

The Registrant hereby acknowledges that:

  •   should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  •   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  •   the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to call Andrew Puhala, Chief Financial Officer at (832) 456-6502.

Very truly yours,

STABILIS SOLUTIONS, INC.

By:     /s/ Andrew L. Puhala

Name: Andrew L. Puhala

Title:   Chief Financial Officer

cc:     Amy Curtis, Counsel

Joel Bernstein, Counsel

    Westervelt T. Ballard, Jr., Chief Executive Officer

United States securities and exchange commission logo
April 19, 2022
Westervelt T. Ballard, Jr.
Chief Executive Officer
Stabilis Solutions, Inc.
11750 Katy Freeway, Suite 900
Houston, Texas 77079
Re:Stabilis Solutions, Inc.
Registration Statement on Form S-3
Filed April 11, 2022
File No. 333-264230
Dear Mr. Ballard:
            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 Cheryl Brown, Law Clerk, at (202) 551-3905 or Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Curtis, Esq.

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		Document

 10375 Richmond Ave., Suite 700

Houston, TX 77042

832.456.6500 office

832.456.0048 (fax)

November 5, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

 Yong Kim, Staff Accountant

 Andrew Blume, Staff Accountant

 Re:

 Stabilis Energy, Inc.

 Registration Statement on Form S-1

 Initially Filed September 11, 2019

 Amendment No. 1 Filed on October 22, 2019

 File No. 333-233704

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stabilis Energy, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Daylight Time, on November 7, 2019, or as soon as thereafter practicable.

The Registrant hereby acknowledges that:

 •

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to call Andrew Puhala, Chief Financial Officer at (832) 456-6502.

Very truly yours,

STABILIS ENERGY, INC.

By:     /s/ Andrew Puhala

Name: Andrew Puhala

Title:   Chief Financial Officer

Securities and Exchange Commission

Re: Stabilis Energy, Inc.

November 5, 2019

Page 2

cc:

 Stephen W. Grant, Jr., Counsel

 Joel Bernstein, Counsel

 James Reddinger, Chief Executive Officer

CORRESP
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CORRESP

 10375 Richmond Ave., Suite 700

 Houston,
TX 77042

 832.456.6500 office

 832.456.0048 (fax)

October 21, 2019

 VIA EDGAR AND
ELECTRONIC DELIVERY

 Securities and exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

Yong Kim, Staff Accountant

Andrew Blume, Staff Accountant

Re:

Stabilis Energy, Inc.

Registration Statement on Form S-1

Filed September 11, 2019

File No. 333-233704

 Ladies and Gentlemen:

 We are
submitting this letter on behalf of Stabilis Energy, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) received by electronic mail dated October 8, 2019 relating to the Company’s Registration Statement on Form S-1 (Registration
No. 333-233704) filed with the Commission on September 11, 2019 (the “Registration Statement”). The Company has revised Amendment No. 1 in response to the Staff’s
comments in its letter dated October 8, 2019 relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure and is being filed concurrently herewith. The numbered paragraphs below correspond to
the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company has filed the Registration Statement to update other
disclosures. For convenience, we will deliver three full copies of Amendment No. 1, as well as three copies of Amendment No. 1 marked to show all changes made since the initial submission of the Registration Statement.

Index to Financial Statements

Audited Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017

Notes to Consolidated Financial Statements

(2) Revenue Recognition, page F-12

1.
 Please address the following comments related to your revenue recognition accounting policies:

•

 We note your disclosure at the bottom of page 56 that you have contracts with multiple trucking companies
that deliver LNG to customers. Tell us and disclose whether you record revenues associated with third party deliveries gross as a principal or net as an agent. Explain how you considered the guidance in ASC 606-10-55-37 through 39 in arriving at your determination. Also tell us how, if at all, your accounting policy changes for LNG produced at your liquefaction plant
versus LNG purchased from third parties.

•

 We note that you reference “performance obligations” associated with your rental revenues. Tell
us if your rental activities are within the scope of ASC 606 or ASC 840/842. If your rental activities are not within the lease accounting scope, explain in sufficient detail how you arrived at such conclusion. See ASC
840-10-15 and 842-10-15.

 Securities and Exchange Commission

Re: Stabilis Energy, Inc.

 October 21, 2019

Page 2

 Response: The Company advises the staff that it utilized ASC 606-10-55-37 to determine that the Company is acting as a principal when using third party haulers to deliver LNG to the Company’s customers. When an entity that
is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for those goods or services transferred.

The Company is in control of purchasing LNG (when not sourcing from its own liquefaction plant), scheduling the delivery, and has the contractual obligation
to fulfill the customer’s order. Stabilis makes the determination to use its own fleet or contract with a third party to deliver LNG. At any point in the transport, Stabilis could notify the third-party hauler to
re-route the product or return it to Stabilis. Additionally, Stabilis is obligated to pay the third-party hauler based on its contract with the hauler which is independent of the contract with the customer.

 ASC 606-10-55-39 indicators that
an entity controls the specified good or service before it is transferred to the customer (and is therefore a principal) have been assessed as follows. Below are some, but not all ASC
606-10-55-39 indicators that the Company assessed based on its Master Service Agreements (“MSA”) and work orders.

Indicator

Responsible Party

Management Analysis

(a)Primarily responsible for contract fulfillment

Stabilis

Stabilis is contractually obligated to deliver LNG (i.e. The Company maintains backup supply sources and transportation companies) and our price typically includes delivery to the customer site. Additionally, the Company provides
field technicians as needed to ensure that the LNG is being offloaded safely, equipment has been properly setup and directs the 3rd party hauler.

(b)Inventory Risk

Stabilis

Stabilis LNG inventory is produced at our plant and purchased from 3rd party suppliers to meet the demand of its customers. The Company stores inventory at its liquefaction plant
and at various storage locations. In the event the customer cannot take the product, the Company has the risk of inventory for the LNG.

(c)Pricing

Stabilis

Stabilis negotiates and sets pricing with the customers.

(d)Credit Risk

Stabilis

Stabilis is responsible for payment to our 3rd party LNG suppliers and takes the risk of the cost of product and transportation in the event Stabilis is not paid by its
customers.

 Based on the indicators in ASC 606-10-55,
Stabilis records gross revenue as the principal for both LNG produced and LNG purchased from third party LNG providers.

 Rental Revenues:

The Company’s rental agreements with customers do not identify specific pieces of equipment and instead only identify general equipment types needed by
the customer and thus do not satisfy the requirements in ASC 842-10-15-9 to be considered a lease. As discussed in ASC 842-10-15-10, the Company determined that the customer does not have a substantive right of use as the Company has substitution rights
on the equipment provided and retains the rights to substitute the equipment if it economically benefits the Company. We have the ability to substitute alternative assets throughout the period of use (i.e., the customer cannot prevent the Company
from substituting an asset), and alternative assets are readily available and could be sourced within a reasonable period of time.

 Securities and Exchange Commission

Re: Stabilis Energy, Inc.

 October 21, 2019

Page 3

 In addition, no circumstances exist at the inception of the Company’s MSAs, including those listed at
ASC 842-10-15-11, that would erode the substitution rights of the Company. Based on the preceding analysis, we concluded these
rented assets are not included in the scope of ASC 842 and fall under the guidance of other GAAP including ASC 606.

 The Company has revised its
disclosures on pages 47, F-12, F-31 to clarify its revenue recognition policies.

(3) Step Acquisition of Equity Interests, page F-13

2. We note the $13.9 million bargain purchase gain recorded for the step acquisition of Stabilis LNG Eagle Ford, LLC (“LNG EF”) and
Stabilis FHR Oilfield LNG, LLC

 (“FHR”) in 2017. Please confirm that this gain was recognized as a result of applying ASC 805-10-25-9 and 10 or, alternatively, tell us the authoritative GAAP guidance you followed. We also note that you revalued your
retained 50% investment in LNG EF at $17.9 million as of the acquisition date. Considering you acquired the remaining 50% interest for $4 million, explain to us in sufficient detail how you determined the $17.9 million fair value,
clarify why you believe that valuation is reasonable, and reconcile for us the significant valuation difference between the retained and newly acquired 50% interests.

Response: The Company advises the Staff that it applied ASC
805-10-25-9 and 10 to account for the step acquisition of Stabilis LNG Eagle Ford, LLC (“LNG EF”) and Stabilis FHR
Oilfield LNG, LLC (“FHR”).

 Immediately following the acquisition date of our partner’s 50% interest in LNG EF and FHR on May 19,
2017, a fair value assessment of all assets and liabilities was conducted. We engaged an independent valuation firm to assist us in the valuation of the primary assets acquired and constructed which indicated that the fair value of the LNG EF and
FHR assets was significantly greater than the purchase price indicated. After reassessing the assets and liabilities we concluded that recording a bargain purchase gain was appropriate and required under ASC 805-30-25-2 and the assets were recorded on our consolidated financial statements using their net book value which we believe was the best estimate of fair value.

In assessing the appropriate value of the assets, we also considered that the original cost of the joint ventures’ fixed assets was approximately
$60 million and the assets were maintained in good condition and there was a relatively short-time period between the acquisition and construction of the key assets and the transaction to acquire 100% ownership, with the majority of the assets
being acquired or constructed since 2014. We also determined that replacement cost of the fixed assets would likely be approximately $60 million. The assets included a highly desirable, operational small-scale LNG liquefaction facility and
rolling stock commonly utilized in our industry. Replacement cost for the assets less JV liabilities was approximately $45 million.

 The seller of
LNG EF and FHR was a multi-billion dollar natural resources company that made the strategic decision to exit the LNG EF and FHR partnership (that was formed in 2013), its only investment in small-scale LNG businesses, to focus on its core business.
The seller was motivated to exit the investment promptly, without entering into a protracted sales process, before LNG EF’s additional debt payments became due in August of 2017.

In our opinion, the structure of the seller’s investment in LNG EF and FHR, specifically that neither party had a controlling interest in the investment,
made it difficult for the seller to identify a buyer that could transact quickly. Due to our existing investment in and operational management of LNG EF and FHR, we were able to complete the acquisition of our partner’s 50 percent interest
quickly, with no additional due diligence and without any financial contingencies. This combination of circumstances led to us acquiring these assets at a substantial discount to fair market value.

Based on the preceding analysis, we determined that the $4 million consideration paid was not indicative of the fair value of the assets and liabilities
acquired.

 Securities and Exchange Commission

Re: Stabilis Energy, Inc.

 October 21, 2019

Page 4

 (4) Acquisition of PEG Partners, LLC, page F-14

 3. You disclose that you accounted for the acquisition of PEG Partners, LLC (“PEG”) as a combination of entities under common
control and consolidated all assets and liabilities assumed at historical costs as of the acquisition date.” However, you also present a purchase price allocation with estimated fair values and disclose that the bargain purchase gain
“represents the difference between the fair value of the net assets acquired over the cash paid.” Please tell us your basis in GAAP for performing a fair value assessment related to this common control transaction and for recording a
bargain purchase gain. Please be specific when citing the authoritative guidance you relied on for your accounting.

 Response: The Company advises
the Staff that on February 28, 2017, the Company’s majority member, JCH, entered into a limited liability company agreement to form PEG, a newly created entity controlled by JCH, for the purpose of acquiring and holding 100% of the issued
and outstanding capital stock of Prometheus Energy Group, Inc. (“Prometheus”) from a foreign private equity fund and to be party to, and act as a lessee under the master lease agreement for equipment used in its operations.
Contemporaneously, PEG acquired control of Prometheus for one hundred dollars and assumption of Prometheus’ liabilities of approximately $12.5 million.

PEG was deemed the accounting acquirer of Prometheus after consideration of ASC 805-10-55-15. As of February 28, 2017, PEG recorded a bargain purchase gain of $13.1 million related to its acquisition, which represents the difference between the fair values of the new
assets acquired over the cash paid. The prior controlling interest holder was a foreign private equity fund in the final stages of liquidating its investments in the United States oil and gas markets, resulting in a bargain purchase gain.

As of March 1, 2018, JCH assigned its membership interest in PEG to the Company. The Company accounted for this assignment of its PEG interests as a
combination of entities under common control pursuant to ASC 805-50-05-5 and ASC 250-10-45-21, due to a change in the reporting entity, and consolidated all assets and liabilities of PEG at historical costs. Accordingly, the consolidated financial
statements for periods prior to March 1, 2018, were retrospectively recast, including PEG’s results of operations beginning with its bargain purchase, to reflect the Prometheus acquisition as if it had occurred on February 28, 2017,
the date that PEG acquired control of Prometheus.

 The Company has revised its disclosures on pages 38, F-7, F-8, F-14, F-20, F-28 and F-35 to clarify the
acquisition of PEG Partners, LLC.

 General

4. You disclose that you effectuated a 1:8 reverse stock split of your outstanding common stock during the third quarter of fiscal 2019. When you
disclose the number of shares AETI issued in the Share Exchange, please ensure that the number of shares issued is consistent throughout your document or present both numbers and affirmatively identify the
pre-split and post-split figures. For example, you disclose on page 2 that 105,558,606 shares were issued but disclose on page 76 that 13,194,925 shares were issued.

Response: In response to the Staff’s comment, the Company has revised the related disclosures on pages 2, 36, 75,
F-29, F-44, F-45, F-46 and II-3 on Amendment no.
1.

 If you have any questions, please do not hesitate to call Andrew L. Puhala, Chief Financial Officer at (832)
456-6502.

 Very truly yours,

/s/ Andrew L. Puhala

 Andrew L. Puhala

cc:
 Joel Bernstein, Counsel

 Stephen Grant, Counsel

 James Reddinger, Chief Executive Officer

October 8, 2019
James Reddinger
President and Chief Executive Officer
Stabilis Energy, Inc.
10375 Richmond Avenue, Suite 700
Houston, Texas 77042
Re:Stabilis Energy, Inc.
Registration Statement on Form S-1
Filed September 11, 2019
File No. 333-233704
Dear Mr. Reddinger:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed September 11, 2019
Index to Financial Statements
Audited Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017
Notes to Consolidated Financial Statements
(2) Revenue Recognition, page F-12
1.Please address the following comments related to your revenue recognition accounting
policies:

•We note your disclosure at the bottom of page 56 that you have contracts with
multiple trucking companies that deliver LNG to customers.  Tell us and disclose
whether you record revenues associated with third party deliveries gross as a
principal or net as an agent.  Explain how you considered the guidance in ASC 606-

 FirstName LastNameJames  Reddinger
 Comapany NameStabilis Energy, Inc.
 October 8, 2019 Page 2
 FirstName LastNameJames  Reddinger
Stabilis Energy, Inc.
October 8, 2019
Page 2
10-55-37 through 39 in arriving at your determination.  Also tell us how, if at all,
your accounting policy changes for LNG produced at your liquefaction plant versus
LNG purchased from third parties.

•We note that you reference "performance obligations" associated with your rental
revenues.  Tell us if your rental activities are within the scope of ASC 606 or ASC
840/842.  If your rental activities are not within the lease accounting scope, explain in
sufficient detail how you arrived at such conclusion.  See ASC 840-10-15 and 842-
10-15.
(3) Step Acquisition of Equity Interests, page F-13
2.We note the $13.9 million bargain purchase gain recorded for the step acquisition of
Stabilis LNG Eagle Ford, LLC (“LNG EF”) and Stabilis FHR Oilfield LNG, LLC
(“FHR”) in 2017.  Please confirm that this gain was recognized as a result of applying
ASC 805-10-25-9 and 10 or, alternatively, tell us the authoritative GAAP guidance you
followed.  We also note that you revalued your retained 50% investment in LNG EF at
$17.9 million as of the acquisition date.  Considering you acquired the remaining 50%
interest for $4 million, explain to us in sufficient detail how you determined the $17.9
million fair value, clarify why you believe that valuation is reasonable, and reconcile for
us the significant valuation difference between the retained and newly acquired 50%
interests.
(4) Acquisition of PEG Partners, LLC, page F-14
3.You disclose that you accounted for the acquisition of PEG Partners, LLC ("PEG") "as a
combination of entities under common control and consolidated all assets and liabilities
assumed at historical costs as of the acquisition date."  However, you also present a
purchase price allocation with estimated fair values and disclose that the bargain purchase
gain "represents the difference between the fair value of the net assets acquired over the
cash paid."  Please tell us your basis in GAAP for performing a fair value assessment
related to this common control transaction and for recording a bargain purchase gain.
Please be specific when citing the authoritative guidance you relied on for your
accounting.
General
4.You disclose that you effectuated a 1:8 reverse stock split of your outstanding common
stock during the third quarter of fiscal 2019.  When you disclose the number of shares
AETI issued in the Share Exchange, please ensure that the number of shares issued is
consistent throughout your document or present both numbers and affirmatively identify
the pre-split and post-split figures.  For example, you disclose on page 2 that 105,558,606
shares were issued but disclose on page 76 that 13,194,825 shares were issued.

 FirstName LastNameJames  Reddinger
 Comapany NameStabilis Energy, Inc.
 October 8, 2019 Page 3
 FirstName LastName
James  Reddinger
Stabilis Energy, Inc.
October 8, 2019
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Yong Kim, Staff Accountant at 202-551-3323 or Andrew Blume, Staff
Accountant at 202-551-3254 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Correspondence

 1250 Wood Branch Park Dr,

Suite 600

 Houston, TX 77079

(713) 644-8182

 4775 M.L. King Jr. Pkwy

        Beaumont, TX 77704-1792

(409) 838-0441

 Fax: (409)
838-1066

 June 17, 2015

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attention:

Russell Mancuso

Heather Percival

Re:
American Electric Technologies, Inc.

 Registration Statement on Form S-3

File No. 333-204329

 Ladies and Gentlemen:

 American Electric Technologies, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on June 18, 2015, at 5:00p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes Marlon Q. Paz, attorney with the Registrant’s outside legal counsel, Locke Lord LLP, to orally modify or withdraw this
request for acceleration.

 In connection with this request, the Registrant acknowledges that:

1.
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

2.
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

3.
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant understands that the Commission will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act, as they relate to the proposed public offering of the securities specified in the Registration Statement.

If you have any questions regarding this request, please contact Mr. Paz at Locke Lord LLP. The Company requests that it be notified of such
effectiveness by a telephone call to Mr. Paz at 202-220-6909.

Very truly yours,

/s/ Andrew L. Puhala

Andrew L. Puhala

 cc: Marlon Q. Paz, Locke Lord LLP

June 11, 2015

Via E -mail
Andrew L. Puhala
Chief Financial Officer
American Electric Technologies, Inc.
1250 Wood Branch Park Drive, Suite 600
Houston, Texas 77079

Re: American Electric Technologies, Inc.
  Registration Statement on Form S-3
Filed  May 20, 2015
  File No.  333-204329

Dear Mr. Puhala:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Calculation of Registration Fee

1. It is unclear from your fee table whether you are registering an amount of securities and
calculating your fee under Rule 457(a) or you are registering a specific dollar amount in
the form  of a maximum aggregate offering price and calculating your fee under Rule
457(o).  Please revise to clarify.  Also, if you are calculating your fee under Rule 457(a),
please revise your calculation to properly reflect the 5 -business -day period in Rule 457 (c)
and to state clearly which provision of Rule 457 forms the basis of your fee calculation for
the warrants and units.

Incorporation of Certain Information by Reference, page 4

2. Item 12 of Form S -3 requires incorporation by reference of all Form 8 -Ks filed since the
end of the fiscal year covered by the Form 10 -K that you incorporate by reference.  Please

Andrew L. Puhala
American Electric Technologies, Inc.
June 11, 2015
Page 2

 tell us the authority on which you rely to incorporate Form 8 -Ks from 2008 and 2012.
Also, please tell us why you have not incorporated the Form 8 -K filed May 20, 2015.

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 the information the Securities Act of 193 3 and all
applicable Securities  Act rules requir e.  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.

Notwithstanding our comments, in the event you request acce leration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does  not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Heather Percival  at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc (via e -mail):  Marlon Q. Paz, Esq.
 Locke Lord LLP

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

       DIVISION OF
CORPORATION FINANCE

        November 19 , 2013

Via E -mail
Mr. Andrew Puhala
Senior Vice President and Chief Financial Officer
American Electric Technologies, Inc.
6410 Long Drive
Houston, Texas 77087

 Re: American Electric Technologies, Inc.
  Form 10 -K for the fiscal year ended December 31, 2012
  Filed March 28, 2013
  File No. 000 -24575

Dear Mr. Puhala:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing s 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.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s
include the informatio n the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Brian Cascio

         Brian R. Cascio
        Accounting Branch Chief

CORRESP
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CORRESP

 4775 M.L. King Jr. Pkwy

 Beaumont, TX
77704-1792

 (409) 838-0441

 Fax: (409)
838-1066

 6410 Long Dr.

Houston, TX 77087

 (713)
644-8182

 Fax: (713) 644-7805

 November 15, 2013

Mr. Brian Cascio, Accounting Branch Chief

 U. S. Securities
and Exchange Commission

 Washington, DC 20549

Re: American Electric Technologies, Inc.

Form 10-K for the fiscal year ended December 31, 2012

Filed March 28, 2013

File No. 000-24575

 Dear Mr. Cascio:

 This letter sets forth the response of American Electric Technologies, Inc. (the “Company”) to the comment letter, dated
November 7, 2013, of the staff of the Division of Corporation Finance (the “Staff”) relating to the Company’s response to the Staff’s initial comment letter dated October 18, 2013 concerning to the Company’s Form
10-K for the fiscal year ended December 31, 2012.

 To facilitate your review, each of the Staff’s comments, followed by the
Company’s response, are set forth below.

 Form 10-K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Foreign Joint Ventures, page 15

 1. We note your
response to our prior comment 2 but it continues to be unclear to us how you considered providing separate full equity method investee financial statements for BOMAY given that income from that investment was material to the company’s results
and therefore would likely be material to an investor’s understanding of the underlying reasons for the company’s results. Please further explain to us why you do not believe that separate financial statements of BOMAY would be meaningful
to an investor’s understanding of your operating results.

 Response 1. As set forth in response to comment 2 below, Registrant will be providing
in future filings a more robust discussion and analysis of the operating results of each of our significant foreign joint ventures. At this time, Registrant believes only BOMAY should be considered a significant foreign joint venture. Registrant
believes that such additional disclosure, along with the disclosure it will make in accordance with the requirements of Regulation S-X, will provide investors with more useful and meaningful information of the underlying reasons for the
Registrant’s financial results than would be provided by full financial statements for its equity method investees. It has been a long-standing policy of the Commission to reduce and simplify certain disclosure requirements for smaller
companies, such as the Registrant, including the scaled financial statement accommodations available for smaller companies. Registrant respectfully requests the Staff to respect the Commission’s determination that the Registrant, as a smaller
reporting company, is not required to provide separate full equity method investee financial statements.

 2. In future filings, given the significant
contribution of the foreign joint ventures—especially BOMAY—to your results, please provide a robust discussion of the operating results of each of your significant foreign joint ventures in each period. For example, explain the underlying
reasons for the significant increase in BOMAY’s gross sales, gross profit and net income in fiscal 2012 compared to the prior year.

 Response 2. The Company will include a more robust discussion of the operating results of BOMAY and any other
foreign joint ventures in its future filings, if they become significant, including an analysis of reasons for material changes in the line items.

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K for the year ended December 31, 2012;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the Form 10-K for the fiscal year ended
December 31, 2012; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments with respect to this response, please call me at (713) 644-8182.

Sincerely,

/s/ Andrew L. Puhala

Senior Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
       November 7 , 2013

Via E -mail
Mr. Andrew Puhala
Senior Vice President and  Chief Financial Officer
American Electric Technologies, Inc.
6410 Long Drive
Houston, Texas 77087

 Re: American Electric Technologies, Inc.
  Form 10 -K for the fis cal year ended December 31, 2012
  Filed March  28, 2013
  File No. 000 -24575

Dear Mr. Puhala :

We have reviewed your correspondence dated October 25, 2013 and have the
following comments .

Please respond to this letter within ten busine ss days  by providing the requested
information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances , please tell us why in
your response.

After reviewing the information you pr ovide in response to these comments, we
may have additional comments.

Form 10 -K for t he Fiscal Year Ended December 31 , 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Foreign Joint Ventures, page 15

1. We note your response to our prior comment 2 but it continues to be unclear to us
how you considered providing separate full equity method investee financial
statements for BOMAY given that income from that investment was material to
the company’s results a nd therefore would likely be material to an investor’s
understanding of the underlying reasons for the company’s results.   Please further
explain to us why you do not believe that separate financial statements of

Andrew Puhala
American Electric Technologies, Inc.
November 7 , 2013
Page 2

 BOMAY would be meaningful to an investor’s understanding of your operating
results.

2. In future filings, given the significant contribution of the foreign joint ventures –
especially BOMAY - to your results, please provide a robust discussion of the
operating results of each of your significant foreign joint ventures in each
period.   For e xample, explain the underlying reasons for the significant increase in
BOMAY’s gross sales, gross profit and net income in fiscal 2012 compared to the
prior year.

           You may contact Praveen Karthol y at (202) 551 -3778 or me at (202) 551 -3676  if
you have questions regarding comments on the financial statements and related matters.
You may also contact Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671 with any other questions.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Accounting Branch Chie f

CORRESP
1
filename1.htm

CORRESP

 4775 M.L. King Jr. Pkwy

 Beaumont, TX
77704-1792

 (409) 838-0441

 Fax: (409) 838-1066

 6410 Long Dr.

Houston, TX 77087

 (713)
644-8182

 Fax: (713) 644-7805

 October 25, 2013

 Mr. Brian
Cascio, Accounting Branch Chief

 U. S. Securities and Exchange Commission

Washington, DC 20549

 Re: American Electric
Technologies, Inc.

 Form 10-K for the fiscal year ended December 31, 2012

Filed March 28, 2013

File No. 000-24575

 Dear Mr. Cascio:

This letter sets forth the response of American Electric Technologies, Inc. (the “Company”) to the comment letter, dated October 18, 2013, of the
staff of the Division of Corporation Finance (the “Staff”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2012, that was filed with the Securities and Exchange Commission (the “Commission”) on
March 28, 2013.

 To facilitate your review, each of the Staff’s comments, followed by the Company’s response, are set forth below.

Form 10-K for the Fiscal Year Ended December 31, 2012

Financial Statements

 Note 6. Advances to and
Investments in Foreign Joint Ventures’ Operations, page F-1

 1. We note the significance of your investments in joint ventures to your
financial statements. In future filings, please revise to include all disclosures required by Rule 8-03(b)3 of Regulation S-X for your equity investees. For example, we note that you have not included gross profit in your disclosures.

Response 1. The Company will include all disclosures required by Rule 8-03(b)3 of Regulation S-X for its significant equity investees in its future filings.

 2. In light of the significance of your investments in joint ventures please explain to us how you considered whether providing separate full equity
method investee financial statements for the more significant investees would be material to an investor’s understanding of your financial statements. We note that net sales of BOMAY increased from $53.6 million in fiscal 2011 to $84.6 million
in fiscal 2012 and exceeded your consolidated net sales each period and net equity income from foreign joint ventures’ operations represented most of your net income for fiscal 2012.

 Response 2. The Company has considered the value to investors of providing separate full equity investee
financial statements for its significant investees. The Company also considered the usefulness to investors of the information it currently provides. The Company considered whether the inclusion of such investee financial statements might distract
investors attention from the financial results of the Company’s domestic operations which we believe is a better indicator of performance for investors. The Company further considered that the inclusion of such investee financial statements are
not required in its filings as long as the Company reports as a “smaller reporting company”. The Company also considered the additional costs which would be incurred in providing separate full equity investee financial statements for its
significant investees. As a result of these considerations, the Company has determined not to provide separate full equity investee financial statements for its significant investees at this time.

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K for the year ended December 31, 2012;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 10-K for the fiscal year ended December 31, 2012; 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.

Should you have any questions or comments with respect to this response, please call me at (713) 644-8182.

Sincerely,

/s/ Andrew L. Puhala

Andrew L. Puhala

Senior Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
       October 18 , 2013

Via E -mail
Mr. Andrew Puhala
Senior Vice President and  Chief Financial Officer
American Electric  Technologies, Inc.
6410 Long Drive
Houston, Texas 77087

 Re: American Electric Technologies, Inc.
  Form 10 -K for the fis cal year ended December 31, 2012
  Filed March  28, 2013
  File No. 000 -24575

Dear Mr. Puhala :

We have reviewed your filing and have the following comments . We have limited
our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In some of our comments, we may
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busine ss days  by providing the requested
information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances , please tell us why in
your response.

After reviewing the information you pr ovide in response to these comments, we
may have additional comments.

Form 10 -K for t he Fiscal Year Ended December 31 , 2012

Financial Statements

Note 6. Advances to and Investments in Foreign Joint Ventures’ Operations, page F -1

1. We note the significan ce of your investments in joint ventures to your financial
statements.  In future filings, please revise to include all disclosures required by
Rule 8 -03(b)3 of Regulation S -X for your equity investees.  For example, we note
that you have not included gross profit in your disclosures.

Andrew Puhala
American Electric Technologies, Inc.
October 18 , 2013
Page 2

 2. In light of the significance of your investments in joint ventures please explain to
us how you considered whether providing separate full equity method investee
financial statements for the more significant investees would be material to an
investor’s understanding of your financial statements.  We note that net sales of
BOMAY increased from $53.6 million in fiscal 2011 to $84.6 million in fiscal
2012 and exceeded your cons olidated net sales each period and net equity income
from foreign joint ventures’ operations represented most of your net income for
fiscal 2012.

 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 the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the compa ny
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 responding to our comments, please provide a written 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.

           You may contact Praveen Karthol y at (202) 551 -3778 or me  at (202) 551 -3676  if
you have questions regarding comments on the financial statements and related matters.
You may also contact Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671 with any other questions.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Acco unting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 21, 2010
  Mr. John H. Untereker Sr. Vice President and CFO, Amer ican Electric Technologies, Inc.
6410 Long Drive Houston, TX  77087
Re: American Electric Technologies, Inc.
Form 10-K for the year ended December 31, 2008 Form 10-Q for the quarter ended September 30, 2009
File No. 0-24575

 Dear Mr. Untereker:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
If you have any questions regarding our review  of these filings, please direct them to
Mindy Hooker, Staff Accountant, at (202) 551- 3732, or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief

CORRESP
1
filename1.htm

Correspondence

 6410 Long Drive

 Houston, TX 77087

 713-644-8182

 January 15, 2010

 Mr. John Cash

 Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, D.C. 20549-7010

Re:
American Electric Technologies, Inc.

 Form 10-K for year ended December 31, 2008

 Form 10-Q for the quarter ended September 30, 2009

File No. 0-24575

 Dear
Mr. Cash:

 In connection with your review of American Electric Technologies, Inc.’s (the “Company”) Form 10-K and Form
10-Q as listed above, we respectfully submit the following supplemental response to the comments included in your letter of January 5, 2010.

 Form 10-K for the year ended December 31, 2008

 COMMENT 1

 11. Leases, page F-18

 We note your response
to our prior comment seven and your disclosures indicating that you lease certain facilities and equipment under operating lease agreements, primarily related to the performance of service contracts. In future filings please, if these agreements are
material, also include the future minimum rental payments required as of the date of the latest balance sheet presented, in the aggregate and for each of the five succeeding fiscal years for your operating leases having initial or remaining non
cancelable lease terms in excess of one year. Given your disclosures it appears that your operating lease expense may be material to your results. Refer to ASC Topic 840.20.50.

 RESPONSE

 In the event that operating lease agreements are material when future filings are
made or when financial statements are presented in accordance with generally accepted accounting principles, we will provide the required disclosures regarding future minimum rental payments.

 In accordance with the instructions in the comment letter, we acknowledge that:

•

 The company is responsible for the adequacy and accuracy of the disclosure in the filing;

 Mr. John Cash

 Branch Chief

 United States Securities and Exchange Commission

 January 15, 2010

  Page
 2

•

 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.

 Contact Information

 If you have any questions or need any additional information, please contact me.

Sincerely,

 /s/ John H. Untereker

John H. Untereker

Sr. Vice President and Chief Financial Officer

December 31, 2009

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 5, 2010
  Mr. John H. Untereker Sr. Vice President and CFO, Amer ican Electric Technologies, Inc.
6410 Long Drive Houston, TX  77087
Re: American Electric Technologies, Inc.
Form 10-K for the year ended December 31, 2008 Form 10-Q for the quarter ended September 30, 2009
File No. 0-24575

 Dear Mr. Untereker:
We have reviewed your response to our letter dated December 15, 2009 and have the
following comment.  Where indicated, we think you should revise your disclosures in response
to these comments. If you disagree, we will cons ider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Plea se 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 ha ve about our comments or on any other aspect
of our review.  Feel free to call us at the te lephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2008

11. Leases, page F-18

 We note your response to our prior comment seve n and your disclosures in dicating that you lease
certain facilities and equipment under operating lease agreements, prim arily related to the
performance of service contracts.  In future filin gs please, if these agreements are material, also
include the future minimum rental payments requir ed as of the date of the latest balance sheet
presented, in the aggregate and for each of the five succeeding fiscal years for your operating leases having initial or remaining noncancelable lease terms in excess of one year.  Given your
disclosures it appears that your operating lease expense may be mate rial to your results.  Refer to
ASC Topic 840.20.50.

Mr. John H. Untereker
American Electric Technologies, Inc.
January 5, 2010 Page 2

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551- 3732, or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief

CORRESP
1
filename1.htm

Correspondence

 December 30, 2009

 Mr. John Cash

 Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, D.C. 20549-7010

Re:
American Electric Technologies, Inc.

 Form 10-K for year ended December 31, 2008

 Form 10-Q for the quarter ended September 30, 2009

File No. 0-24575

 Dear
Mr. Cash:

 In connection with your review of American Electric Technologies, Inc.’s (the “Company”) Form 10-K and Form
10-Q as listed above, we respectfully submit the following responses to the comments included in your letter of December 15, 2009.

 Form 10-K for the year ended December 31, 2008

 COMMENT 1

 Contractual Obligations, page 17

 In future
filings please revise your table of contractual obligations to include scheduled interest payments in your table. To the extent that the interest rates are variable and unknown, you may use your judgment to determine whether or not to include
estimates of future variable rate interest payments in the table or in a footnote to the table.

 RESPONSE

 We will make changes to all future filings to our table of contractual obligations to include scheduled interest payment as indicated in COMMENT 1.

 COMMENT 2

 Critical
Accounting Policies and Estimates, page 18

 We note your disclosures on page F-9 regarding your property, plant and equipment. In future
filings, please provide a more specific and comprehensive discussion of the triggering events which would cause you to perform an impairment analysis of your long-lived assets. Also, please identify when your last impairment analysis was performed.
If the fair value of your long-lived assets is not substantially in excess of the carrying value, please disclose the following:

•

 The percentage by which fair value exceeds carrying value;

 Mr. John Cash

 United States Securities and Exchange Commission

 December 30, 2009

  Page
 2

•

 A description of the methods and key assumptions used and how the key assumptions were determined;

•

 A discussion of the degree of uncertainties associated with the key assumptions, and;

•

 A discussion of any potential events, trends and/or changes in circumstances that could reasonably be expected to negatively affect the key
assumptions.

 If you have determined that estimated fair values substantially exceed carrying values, please disclose that
determination. Refer to Item 303 of Regulation S-K and Section V of Interpretive Release 33-8350 for guidance.

 RESPONSE

 We will make changes to all future filings to expand our disclosures of critical accounting policies and estimates related to property
plant and equipment. As indicated by COMMENT 2, our disclosures will include a more specific and comprehensive discussion of the triggering events which would cause us to perform an impairment analysis of our long-lived assets and the date our last
impairment analysis was performed. If the fair value of our long-lived assets is not substantially in excess of the carrying value, we will disclose the percentage by which fair value exceeds carrying value, a description of the methods and key
assumptions used and how the key assumptions were determined, a discussion of the degree of uncertainties associated with the key assumptions, and a discussion of any potential events, trends and/or changes in circumstances that could reasonably be
expected to negatively affect the key assumptions. If we have determined that estimated fair values substantially exceed carrying values, we will disclose that determination.

 COMMENT 3

 Notes to Financial Statements

 (2) Summary of Significant Accounting Policies

 Property, Plant and Equipment, page F-9

 We note that your customer agreements have not been assigned a useful life. Given
this, it appears that you have determined these assets are indefinite lived. Please explain this determination citing appropriate authoritative literature and enhance your disclosures in future filing to clearly explain your accounting policy for
this type of asset.

 RESPONSE

 We did not adequately disclose the details regarding the value and useful life of our customer agreements. Specifically, as of December 31, 2008, The cost, accumulated amortization and net value should have been reported as $173,000,
$62,000 and $111,000, respectively. The estimated useful life is 10 years based on the relationships that exist and amortization expense will approximate $17,300 per year for the forward 5 year period. We will reflect this more accurate and
appropriate disclosure in all future audited financial statements.

 Mr. John Cash

 United States Securities and Exchange Commission

 December 30, 2009

  Page
 3

 COMMENT 4

 (I 5) Stock Options, page F-20

 In future filings please ensure you have included the
disclosures required by ASC Topic 718. For example, it does not appear that you have included the weighted average grant date fair value of equity options or the methods and assumptions used to estimate fair value. Please refer to ASC Topic
718.10.50-2.

 RESPONSE

 We
will make changes to all future filings to include the disclosures required by ASC Topic 718, including the weighted average grant date fair value of equity options and the methods and assumptions used to estimate fair value.

 COMMENT 5

 Form 10-Q for the quarter
ended September 30, 2009

 Statement of Cash Flows, page 5

 In future filings please remove the apparent subtotal on the line titled ‘Change in operating assets and liabilities.’ Additionally, we note that your net cash provided by operating activities
does not total correctly. Please provide an explanation for this difference and provide revised cash flow subtotals (i.e., operations, investing and financing) for the period ended September 30,2009 in your response.

 RESPONSE

 We will make changes in all
future filings to assure that all aspects of the Statement of Cash Flows, including apparent subtotal and other totals are accurate. The cash flow subtotals for operations, investing and financing are correct in the original filing. The discrepancy
in this filing is that the figure for “Income taxes receivable/payable” should be replaced by the apparent subtotal of “Change in operating assets and liabilities”. This discrepancy occurred because of an error that occurred
during the process of converting our documents to EDGAR formats. We will improve our document review process to assure such a discrepancy does not occur in future filings.

 COMMENT 6

 Notes to the Consolidated Financial Statements

 9. Revolving Credit Agreement, page 10

 We
note your credit agreement contains financial covenants. If it becomes reasonably likely that you may not comply with a material covenant, please present, for your most significant and restrictive covenants, actual ratios and other actual amounts
versus minimum/maximum rations/amounts required as of each reporting date. Such presentation will allow investors to more easily understand your current ability to meet your financial covenants. It may also be necessary to show specific computations
used to arrive at the actual ratios with corresponding reconciliations to US GAAP amounts, if applicable. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP
Financial Measures dated June 13, 2003.

 Mr. John Cash

 United States Securities and Exchange Commission

 December 30, 2009

  Page
 4

 RESPONSE

 In the event that we believe that a material covenant is reasonably likely to be violated, we will include the appropriate ratios and computations in the filing to enable investors to more easily
understand our ability to avoid any such possible violations.

 COMMENT 7

 11. Leases, page F-18

 We note your table of future lease commitments on page F-19. Please
clarify for us if this table only includes those commitments resulting from your capital lease obligation. If so, please include your future minimum lease payments for your operating leases in future filings as required by ASC Topic 840.20.50.

 RESPONSE

 The table of
future lease commitments on page F-19 only includes those commitments resulting from our capital lease obligation. We have not included any commitments related to operating leases because the Company owns all the other properties on which it
operates and has no other significant operating leases. We will disclose that fact in all future filings to clarify this issue.

 Company
Acknowledgements

 In accordance with the instructions in the comment letter, we acknowledge 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.

 Contact Information

 If you have any questions or need any additional information, please contact me.

Sincerely,

/s/ John H. Untereker

John H. Untereker

Sr. Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

December 15, 2009
  Mr. John H. Untereker Sr. Vice President and CFO, Amer ican Electric Technologies, Inc.
6410 Long Drive Houston, TX  77087
Re: American Electric Technologies, Inc.
Form 10-K for the year ended December 31, 2008 Form 10-Q for the quarter ended September 30, 2009
File No. 0-24575

 Dear Mr. Untereker:
We have reviewed your filings and have the following comments.  Where a comment
below requests additional disclosures or other re visions to be made, th ese revisions should be
included in your future filings, including your inte rim filings, if applicable. 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 explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2008

Contractual Obligations, page 17

1. In future filings please revise  your table of contra ctual obligations to include scheduled
interest payments in your table.  To the exte nt that the interest rates are variable and
unknown, you may use your judgment to determine whether or not to include estimates
of future variable rate interest payments in  the table or in a foot note to the table.

Mr. John H. Untereker
American Electric Technologies, Inc.
December 15, 2009 Page 2
Critical Accounting Policies and Estimates, page 18

2. We note your disclosures on page F-9 regarding your property, plant and equipment.  In
future filings, please provide a more specific and comprehensive discussion of the triggering events which would cause you to pe rform an impairment analysis of your long-
lived assets.  Also, please identify when your last impairment analysis was performed.  If
the fair value of your long-lived assets is not substantially in  excess of the carrying value,
please disclose the following:
• The percentage by which fair value exceeds carrying value;
• A description of the methods and key assu mptions used and how the key assumptions
were determined;
• A discussion of the degree of uncertainties associated with the key assumptions, and;
• A discussion of any potential events, trends  and/or changes in circumstances that
could reasonably be expected to ne gatively affect the key assumptions.
If you have determined that estimated fair values substantially exceed carrying values,
please disclose that determination.  Refer to  Item 303 of Regulation S-K and Section V of
Interpretive Release 33 -8350 for guidance.

Notes to financial Statements

 (2) Summary of Significant Accounting Policies

 Property, Plant and Equipment, page F-9

3. We note that your customer agreements have no t been assigned a useful life.  Given this,
it appears that you have determin ed these assets are indefinite  lived.  Please explain this
determination citing appropriate  authoritative lite rature and enhance your disclosures in
future filing to clearly ex plain your accounting policy fo r this type of asset.

 (15) Stock Options, page F-20

4. In future filings please ensure you have in cluded the disclosure s required by ASC Topic
718.  For example, it does not appear that you have included the weighted average grant
date fair value of equity options or the me thods and assumptions used to estimate fair
value.  Please refer to ASC Topic 718.10.50-2.

Mr. John H. Untereker
American Electric Technologies, Inc.
December 15, 2009 Page 3
Form 10-Q for the quarter ended September 30, 2009

Statement of Cash Flows, page 5

5. In future filings please remove the appare nt subtotal on the line titled ‘Change in
operating assets and liabilities.’  Additionally, we note that your net cash provided by operating activities does not tota l correctly.  Please provide  an explanation for this
difference and provide revise d cash flow subtotals (i.e ., operations, investing and
financing) for the period ended September 30, 2009 in your response.

Notes to the Consolidated Financial Statements

 9. Revolving Credit Agreement, page 10

6. We note your credit agreement contains financ ial covenants.  If it becomes reasonably
likely that you may not comply with a materi al covenant, please present, for your most
significant and restric tive covenants, actual ratios and other actual amounts versus
minimum/maximum rations/amounts required as of each reporting date.  Such presentation will allow investors to more easily understand your current ability to meet
your financial covenants.  It may also be n ecessary to  show specific computations used
to arrive at the actual ratios with corres ponding reconciliations to US GAAP amounts, if
applicable.  See Sections I.D and IV.C of  the SEC Interpretive Release No. 33-8350 and
Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated
June 13, 2003.

11. Leases, page F-18

7. We note your table of future lease commitments  on page F-19.  Please clarify for us if
this table only includes those commitments re sulting from your capit al lease obligation.
If so, please include your future minimum l ease payments for your operating leases in
future filings as required by ASC Topic 840.20.50.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Plea se provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.

Mr. John H. Untereker
American Electric Technologies, Inc.
December 15, 2009 Page 4

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551- 3732, or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

February 23, 2007

By facsimile to (786) 513-8522 and U.S. Mail

Mr. Timothy C. Adams
President and COO
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656

Re: American Access Technologies, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed February 7, 2007
 Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005
 File No. 0-24575

Dear Mr. Adams:

We reviewed the filings and have the comments below.

General

1. Please note that we still await responses to prior comments 61-65 of our letter dated
January 30, 2007.

Letter to Stockholders

2. Please disclose here that in the merger you will issue 4 shares to the M & I holders for each outstanding share of your common stock.

Proposal No. 1-Merger Structure, page 14

3. We may have further comment after receipt of the numbers for the calculation of the number of shares you will issue in the merger.

Mr. Timothy C. Adams
February 23, 2007 Page 2
 4. Disclose why the number of shares you will issue to M & I stockholders is based upon the number of outstanding American Access shares and not the number of outstanding M & I shares.  Disclose the current number of outstanding M & I shares.

Opinion of our financial advisor, page 18
Business and Financial Overviews, page 20

5. Please disclose how the reductions in EBITDA and revenue estimates affected HFBE’s analysis.

Valuation of M & I, page 20

6. For each of the effected analyses, please disclose the information set forth in the second paragraph of your response to prior comment 23.  Disclose how shareholders are to evaluate the stated results for each analysis since the numbers are not related to merger consideration.

Comparative Per Share Data, page 41

7. It appears to us that the exchange ratio you use to calculate the pro forma equivalent data should be based on the 246,981 shares of M & I common stock outstanding at September 30, 2006 as seen on page F-20 and the 31,032,828 shares of American Access common stock you anticipate being issued as seen on pages 14 and 58.  Please revise.  Please also revise footnote one to clarify that the actual exchange ratio will not be known until after the date of the Special Meeting.  In this regard, we note your disclosure on this matter on page 14.

Management’s Discussion and Analysis of M & I, page 43
Results of Operations – Divisional Comparisons

8. Please reconcile your analysis of Technical Products & Services’ income before taxes to the numbers seen in your segment footnote on page F-18.  In this regard, it appears that you revised your segment footnote in response to our prior comment 55, but did not make conforming changes to your MD&A narrative.

9. We note your response to our prior comment 36.  Please revise your analysis of the Electrical and Instrumentation Construction segment to exclude revenues attributed to your Other segment.  If you wish to analyze your Other segment, please provide a separate analysis of these revenues and gross profit or loss.  Please also provide a brief description of these revenues and expenses in your segment footnote on page F-18.
Pro Forma Condensed Combined Balance Sheet, page 53

Mr. Timothy C. Adams
February 23, 2007 Page 3

10. We note the amount of goodwill you are reflecting in pro forma adjustment (E) has significantly decreased, while the total purchase price seen in pro forma footnote 2 has increased.  Please revise your pro forma adjustments if necessary; otherwise revise your pro forma footnote 2 to more clearly reflect your allocation of the purchase price to the acquired assets and liabilities, including goodwill.  In addition, please disclose the factors that contributed to a purchase price that results in the recognition of goodwill.

11. Please refer to our prior comment 39.  It is unclear to us why you have added pro forma adjustment (G) to eliminate accrued merger costs from the historical balance sheet.  Please revise.

Pro Forma Condensed Combined Statements of Operations, pages 54 and 55

12. Please correct the number of shares used to calculate pro forma earnings per share for the year ended 12/31/05.

13. It is unclear to us why you have added pro forma adjustments (H) and (G) to your September 30, 2006 income statement.  As indicated in our prior comment 40, your pro forma income statement should only reflect net income before material nonrecurring
charges directly related to the transaction.  Although nonrecurring charges often should be discussed in the pro forma footnotes, it is inappropriate to present them on the face of your pro forma income statement.  Additionally, it is unclear to us why you would reflect items that will be capitalized as part of the purchase price of American Access as expenses on your income statement.  Please revise.

M & I Electric Industries, Inc. December 31, 2005 Financial Statements
Note 1(j) – Revenue Recognition, page F-9

14. We note your response to our prior comment 52 concerning electrical contracts and the manufacture of electrical distribution and control systems.  Please help us to better understand how you determined that percentage of completion accounting was appropriate for these contracts.  Tell us more about the rights of the buyer and the seller to the work-in-progress, including which party has legal ownership rights to the work-in-progress and what remedies, if any, you have for recovering your costs and expected profit if your customer cancels a contract while it is in progress.  Help us to understand the extent of customization that goes into this equipment, and tell us whether a partially completed project could be sold to and modified for another customer.  Also provide us with representative contracts to help us better understand these terms.
15. We note your response to our prior comment 52 concerning your use of a $100,000 contract value threshold in determining your revenue recognition policy.  Please revise

Mr. Timothy C. Adams
February 23, 2007 Page 4
 your policy to clarify, if true, that you use the completed contract method for contracts that will be performed within a period of one month or less.  We continue to believe that it is not appropriate for your stated accounting policy to be based on a dollar threshold.

Note 18 – Segment Reporting, page F-18

16. We note your response to our prior comment 55.  Please revise your footnote to clarify your policy on allocating operating expenses to your segments, similar to the information you provided supplementally to us.  Refer to paragraph 31(b) of SFAS 131.

M & I Electric Industries, Inc. September 30, 2006 Financial Statements
Note 4 – Segment Information, page F-23

17. We note your response to our prior comment 57.  Please reconcile the total identifiable assets for 2005 as seen on page F-24 to your total assets as seen on your balance sheet.  Also revise your narrative to clarify, if true, that you changed your policy during 2006 such that management now separately reviews and analyzes your assets on a segmental basis.  In this regard, we note your statement concerning this matter on page F-18.

18. Please revise your description of corporate and unallocated assets to clarify why accounts receivable would not be allocated to one of your reportable segments.  In this regard, if the unallocated accounts receivable relates to your Other segment, you should state this.

Closing

 You may direct questions on accounting comments to Jennifer K. Thompson, Staff Accountant, at (202) 551-3737 or Anne M. McConnell, Senior Staff Accountant at (202) 551-3709. You may direct questions on other comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me, at (202) 551-3767.

Very truly yours,

   Jennifer R. Hardy
          Legal Branch Chief

cc: Joel Bernstein, Esq.

CORRESP
1
filename1.htm

SEC Letter

 6670 Spring Lake Road, Keystone Heights, FL 32656 * Phone (352) 473-6673 * Fax (352) 473-6572

Web Site: http://www.aatk.com

 February 2, 2007

 Securities and Exchange Commission

 Washington, D.C. 20549

Re:
American Access Technologies, Inc.

 Annual Report on Form
10-KSB/A filed December 20, 2006

 Form 8-K dated December 1, 2006 filed December 4, 2006

 Form 8-K dated November 27, 2006 filed January 3, 2007

 File No. 0-24575

 Greetings:

 American Access Technologies, Inc. (the “Company”) is in receipt of your comment letter dated January 30, 2007 and submits the following responses to your comments on the above referenced filings. Your comments on our
Preliminary Proxy Statement on Schedule 14A filed January 3, 2007 will be addressed in connection with an amended filing of the preliminary proxy statement. These responses are numbered to correspond to the numbered comments in your
January 30, 2007 letter:

 10-KSB/A

 Item 8A. Controls and Procedures

 The Company is filing Amendment No. 2 to its Form 10-KSB for the year ended December 31,
2005 revising Item 8A. Controls and Procedures as follows:

 61. Stating the conclusion of the Company’s Principal Executive Officer and Principal
Financial Officer concerning the effectiveness of its disclosure controls and procedures.

 Signatures

 62. Amendment No. 2 will be signed by the principal executive officer, principal accounting officer and principal financial officer.

 8-K dated December 1, 2006 and filed December 4, 2006

 We do not believe it is proper to report and file the definitive merger agreement with M & I under Item 2.01. Item 2.01 is used to report the Completion of Acquisition or Disposition of Assets. It is not
proper to report this transaction as completed as of this time. Release 33-8400 confirms the relationship between Item 1.01 and Item 2.01 as follows: “Typically, a company will report its entry into a material definitive agreement to
acquire or dispose of assets under Item 1.01, and then later disclose the closing of the acquisition or disposition transaction under Item 2.01.” Item 1.01 does not require the filing of the agreement as an exhibit. Pursuant to
Reg. S-B, Item 601(a)(3) it will be filed with the Company’s next periodic report and will comply with Reg. S-B Item 601(b)(2) concerning omitted schedules or attachments.

 8-K dated November 27, 2006 and filed January 3, 2007

 65. We do not believe that the request to file a copy of the employment contract with Mr. Wiisanen pursuant to Item 1.01 of Form 8-K is appropriate. Form 8-K
was revised effective November 7, 2006 pursuant to Release 33-8737. Employment contracts are now reported under Item 5.02 and filed with the next periodic report pursuant to Reg. S-B, Instruction 2 to Item 601(b)(10).

 The Company hereby acknowledges:

 a.) The Company is responsible for the
adequacy and accuracy of the disclosure in the filings;

 b.) Our comments or changes in response to your comments do not foreclose the Commission from
taking any action on the filings; and

 c.) The Company may not assert your comments as a defense in any proceedings initiated by the Commission or any
person under the United States’ federal securities laws.

 It is anticipated that the Form 10-KSB amendment and the information provided herein
sufficiently addresses the issues raised in your comment letter concerning the above-reference filings. If you have any further comments or require any further information, please contact our counsel in this matter, Joel Bernstein, at 305-858-7300
by fax to 786-513-8522.

Yours very truly,

AMERICAN ACCESS TECHNOLOGIES, INC.

 /s/ Joseph F. McGuire

Chief Financial Officer, Treasurer and Secretary

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 30, 2007

By facsimile to (352) 473-6572 and U.S. Mail

Mr. Timothy C. Adams
President and Chief Operating Officer
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656

Re:	American Access Technologies, Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed January 3, 2007
	Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2005
	and Subsequent Exchange Act Reports
	File No. 0-24575

Dear Mr. Adams:

      We reviewed the filings and have the comments below.

      Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us information.  We may raise additional comments after
reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

Notice to Stockholders

1. Explain briefly the substance of the proposed amendment to
article
XII of the bylaws.  Similarly, revise the form of proxy.

Pre14A
General

2. Please update the financial statements and related financial
disclosures, as necessary, to comply with Rule 3-12 of Regulation
S-
X.

3. Please tell us what consideration you gave to presenting three
years of audited financial statements for M & I since they do not
qualify as a small business issuer under Regulation S-B.  Refer to
Rules 3-01 and 3-02 of Regulation S-X.

Interests of certain persons in the merger, pages 4 and 27

4. For any interests of directors and officers in the merger that
are
different from or in addition to those of other stockholders`
interests, not only describe but also quantify all the interests
of
each person individually, including cash payments under any
employment, retention, severance, or directorship agreements and
upon
the exercise of any outstanding stock options and stock purchase
warrants in connection with the proposed merger transaction.
Consider presenting this information in bullet points or tabular
format so that it is easier for stockholders to read and
understand.
We note the disclosures relating to unexercised in-the-money
options
and executive employment agreements on page 81.

Proposal No. 6.  Amendment to Article XII of our By-laws, page 5

5. Expand the disclosure to indicate that under the proposed
amendment the board may not amend or repeal any bylaw adopted by
the
stockholders if the stockholders specifically provide that the
bylaw
is not subject to amendment or repeal by the board.  We note the
disclosure on page 70.

Certain Risks Associated with the Merger, page 7

6. We note the statement that "Additional risks and uncertainties
not
presently recognized or that we currently deem immaterial may also
affect our business and results of operations and the business and
results of operations of M & I."  Since you are required to
disclose
all risks that you believe are material, please delete.  We note
similar disclosure in the 10-KSB and subsequent 10-QSBs.  Please
revise in future filings.

Change in the board of directors and management, page 7

7. Identify here the four new directors whom M&I Electric
Industries,
Inc. or M&I has selected.
The common stock issued pursuant to the merger could result in
significant "market overhang" which could restrain or limit
increases
in the market value of our common stock, page 8

8. Since the shares being issued to M&I stockholders are not being
registered, make clear that the shares may not be resold, absent
registration or an exemption from registration.  Also disclose
whether M&I stockholders are entitled to any registration rights,
and, if so, indicate elsewhere in the proxy statement what the
material provisions of the rights are.

Compliance with securities laws, page 9

9. Specify the Securities Act`s section or the Commission`s rule
under which you are claiming exemption from registration.  Tell us
the facts relied upon to make the exemption available.  We note
the
disclosure in the seventh bullet point on page 57.

Risks Related to M&I, page 9

10. The second risk factor on page 10 states that M&I relies on a
few
key employees.  Identify the key employees upon whom M&I relies.

11. The first risk factor on page 11 states that 32% of M&I`s
revenues in 2005 were obtained from projects and business
operations
outside of the United States.  Disclose the countries outside of
the
United States in which M&I obtained revenues from projects and
business operations in 2005 and, if reasonably ascertainable, in
2006.

Merger structure, page 13

12. We note that exhibit C to the agreement and plan of merger
attached as annex A to the proxy statement relates to the exchange
ratio.  Describe clearly in the proxy statement how the exchange
ratio is calculated, and consider including exhibit C in annex A.

13. Notwithstanding the disclaimers relating to the
representations
and warranties in the last paragraph on page 13, AATK is
responsible
for considering whether additional specific disclosures in the
proxy
statement are required to put into context information about the
representations and warranties so that the information in the
proxy
statement is not misleading.  Please confirm your understanding.

Background of the merger, page 14

14. Throughout this subsection, identify the members of management
who participated in the various meetings leading up to the
proposal
to engage in this transaction.  For example, you refer to M&I
management in the sixth paragraph on page 14 and to John Untereker
in
the eleventh paragraph on page 14.  We note the disclosure on page
25
that Mr. Untereker is vice president and chief financial officer
of
M&I.

15. In the second paragraph on page 14, indicate in what capacity
Mr.
Stuart Schube acted on M&I`s behalf.  We note the disclosure on
page
24 that Mr. Schube has been president of Acorn Ventures, Inc.
since
November 1986 and the disclosure on page 55 that Mr. Schube is the
general partner of Pebblebrook Partners, LTD.

16. You state in the first paragraph on page 15 that both
companies
agreed to extend the deadline for execution of a definitive
agreement.  Specify the dates of the initial deadline and the
extended deadline.

Our reasons for proposing the acquisition of M & I, page 15

17. Summarize the board`s discussion and analysis of the
alternative
acquisitions here and in the Background section and explain how
the
alternatives informed the board`s decision that the M&I
acquisition
is in the best interests of AATK.  We note the disclosures
relating
to Howard Frazier Barker Elliott, Inc. or HFBE and AATK`s
management
under "Assessment of strategic alternatives to the merger" on
pages
21-22.  Please also disclose why the board rejected these
alternatives in the Background section.

18. Disclosure states that before approving the merger agreement,
AATK`s board of directors sought to identify and consider the
significant benefits and risks anticipated from the potential
business combination with M&I.  Expand the disclosure to include a
meaningful discussion and analysis of how the board considered the
risks anticipated from the potential business combination with
M&I,
and explain how the risks impacted the board`s determination.

Opinion of our financial advisor, page 16

19. Revise the opinion attached as annex B to the proxy statement:

* To remove the word "sole" from the statement in the sixth
paragraph
that "The Opinion of HFBE was undertaken at the sole behest of and
for the sole benefit of the Board" since shareholders should be
entitled to rely on the opinion

* To include a clear statement that HFBE consents to the use of
its
opinion and the related disclosure in the proxy statement.

20. Provide with any outlines, summaries, reports, or board books
prepared and furnished by HFBE to AATK`s board of directors.

Business and Financial Overviews, page 18

21. Disclosure states that HFBE observed that AATK management had
made significant reductions to its prior estimates for EBITDA and
to
a lesser extent revenues for 2006 and 2007.  Absent additional
disclosure, it is unclear whether and to what extent AATK
management`s reductions to its prior estimates were considered by
HFBE in its comparable company and comparable transaction
analyses.
Please revise.

Comparable Company Analysis, page 18

22. Confirm, if true, that no company identified as meeting the
selection criteria for the comparable company analysis was
excluded
from the analysis.

23. Disclosure states that HFBE:

* Calculated the multiples implied by each comparable company`s
enterprise value in relation to the latest 12 months EBITDA and
projected 2006 and 2007 EBITDA and reviewed each company`s market
price per share in relation to the latest 12 months and projected
2006 and 2007 earnings per share.

* Then applied a selected range of multiples to M&I`s
corresponding
financial data and calculated a reference range of implied
enterprise
values for M&I of $22.2 million to $29.6 million.

Disclose the range of comparable multiples calculated by HFBE and
the
selected range of multiples applied by HFBE to M&I`s corresponding
financial data, and indicate how the reference range for M&I
compares
to the merger consideration.

Comparable Transaction Analysis, page 19

24. Disclosure states that HFBE calculated transaction values as a
multiple of the latest 12 months and projected EBITDA for the
target
companies and calculated a reference range of implied enterprise
values for M&I of $18.9 million to $22.1 million.  Disclose the
range
of selected transaction multiples, and indicate how the reference
range for M&I compares to the merger consideration.

Discounted Cash Flow Analysis, page 19

25. Disclosure states that the discounted cash flow analysis
resulted
in an implied reference range of equity values for M&I of $21.0
million to $27.0 million.  Disclose how the range compares to the
merger consideration.

Material federal income tax consequences of the merger for
American
Access and American Access stockholders, page 23

26. Delete the word "certain" in the first sentence because the
word
may imply that the summary does not include all of the material
federal income tax consequences of the reorganization.

27. We note the "assumes" language in the third paragraph.  Revise
to
remove any uncertainty about the transaction`s federal income tax
treatment.

Board of directors and executive officers after the merger, page
24

28. As appropriate, continue to update the disclosure on the one
designee of M&I to the board not yet identified.

29. In the biographical paragraph of Mr. Lamar Nash on page 25,
describe briefly his business experience during the past five
years.
See Item 401(a)(4) of Regulation S-B.

Voting agreements, page 26

30. Identify the M&I stockholders and the AATK stockholders who
have
entered into voting agreements.

Technical Products & Services, page 28

31. Generally, explain the meaning of an abbreviation or acronym
when
introduced in the document.  For example, refer to "AC," "DC," and
"HMI" in the first paragraph here and "FMS" in the fourth
paragraph
on page 71.  Please revise.

Selected Historical Financial Data of M & I, page 34

32. Please tell us what consideration you gave to presenting five
years of selected financial data for M & I since they do not
qualify
as a small business issuer under Regulation S-B.  Refer to Item
14(b)(8) of Schedule 14A.  Also refer to Item 14(c)(2) of Schedule
14A and Item 17 of Form S-4.

33. Please disclose cash dividends per share for M & I as required
by
Item 301 of Regulation S-K.  In this regard, we read on page 38
that
they paid cash dividends during 2005.  In addition, please tell us
what consideration you gave to disclosing net income per share for
M
& I as required by Item 301 of Regulation S-K.

Selected Unaudited Pro Forma Condensed Combined Financial Data,
page
36

34. Please tell us what consideration you gave to disclosing cash
dividends per share.  Refer to Item 14(b)(9) of Schedule 14A.  In
this regard, we note that M & I is the accounting acquirer, and
that
M & I had cash dividends in 2005.

Comparative Per Share Data, page 37

35. Please tell us what consideration you gave to disclosing
historical per share data for M & I and equivalent pro forma per
share data.  Also tell us what consideration you gave to
disclosing
cash dividends per share.  Refer to Item 14(b)(10) of Schedule
14A.

Management`s Discussion and Analysis of M & I, page 39

36. We note your segmental analysis of results of operations.
Please
ensure that the segmental revenues discussed here are consistent
with
the segmental revenues shown in your segment footnotes.

Unaudited Pro Forma Condensed Combined Financial Data, page 48

37. We note your calculation of the preliminary estimated purchase
price in footnote 2.  Please tell us what consideration you gave
to
including the fair value of American Access` outstanding stock
options and warrants and direct acquisition costs in the
calculation
of the total purchase price.  If you do not believe that these
items
are material, please revise your disclosure to clarify this.

38. Based on the disclosures in footnotes 1 and 3, we assume that
you
believe that the book value of American Access` net assets equals
its
fair value.  If our understanding is true, please tell us how you
determined that no additional adjustments were necessary to
reflect
the fair value of assets acquired and liabilities assumed.  Your
response should specifically address how you valued the acquired
property, plant and equipment, along with how you determined that
there were no identifiable acquired intangible assets apart from
goodwill, other than American Access` patents.

39. Based on your disclosures on pages 8 and 27, it appears that
you
expect the total merger-related costs to be between $500,000 and
$1.1
million.  Please revise your footnotes to clarify whether these
costs
are already included in the historical financial statements.  If
not,
please tell us what consideration you gave to accruing these and
any
other directly related non-recurring charges in your pro forma
balance sheet.  Refer to Article 11-02(b)(6) of Regulation S-X.

40. Please tell us what consideration you gave to revising the
line
item labeled "net income (loss)" on your pro forma income
statements
to read "net income before nonrecurring charges directly
attributable
to the transaction."  Material nonrecurring charges and credits
that
will be included in your income in the 12 months following the
close
of the transaction should be explained in a pro forma footnote.
Refer to Article 11-02(b)(5) of Regulation S-X.

41. Please revise your pro forma income statements to disclose
historical and pro forma basic and diluted earnings per share data
consistent with Article 11-02(b)(7) of Regulation S-X.  Please
disclose the calculation of basic and diluted weighted average
shares
outstanding used to calculate this per share data in a pro forma
footnote.

42. We read on page 59 that you will modify the stock options held
by
the directors of American Access prior to the close of the merger.
Please supplementally explain to us how you will account for this
modification, and tell us what consideration you gave to
reflecting
this modification in your pro forma financial statements.

43. Please tell us what consideration, if any, you have given to
determining the operating and reportable segments of the post-
merger
entity.  If you have not yet consid

<DOCUMENT>
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<TEXT>

November 29, 2006

By facsimile to (786) 513-8522 and U.S. Mail

Mr. Howard W. Kelley
Chairman
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656

Re:	American Access Technologies, Inc.
	Revised Preliminary Proxy Statement on Schedule 14A
	Filed November 15, 2006
	Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2005
	File No. 0-24575

Dear Mr. Kelley:

We reviewed the filings and have the comments below.

PreR14A

1. We note that American Access Technologies, Inc. or AATK did not
file a redlined or marked version of the revised preliminary proxy
statement as required by Item 310 of Regulation S-T.  Please
comply
with the item`s requirement in future filings.

10-KSB

Item 8A.  Controls and Procedures

2. Refer to prior comments 3 and 4.  You indicate in your response
that "due to a typographical error..., the sentence which was
meant
to report the conclusion of such effectiveness, may be read to
give
the erroneous impression that there was simultaneously a material
weakness and a conclusion that its internal control over financial
reporting was effective."  Please amend the 10-KSB to correct the
"erroneous impression."
3. Refer to prior comment 5.  You may state your conclusion while
providing the complete definition of disclosure controls and
procedures.  Alternatively, you may state that your disclosure
controls and procedures are or are not effective without providing
any part of the definition of disclosure controls and procedures
that
is included in Rule 13a-15(e) under the Exchange Act.  Please
revise.

4. We are unable to concur with your response to prior comment 6
that
the disclosure is accurate.  As noted previously, you state "With
the
exception of the material weakness noted above, there were no
other
changes in our internal control over financial reporting during
2005
that have materially affected, or are reasonably likely to
materially
affect, our internal control over financial reporting."  Thus, we
reissue the comment for AATK to revise the disclosure to state
clearly, if correct, that there were changes in AATK`s internal
control over financial reporting that occurred during its fourth
fiscal quarter that has materially affected, or is reasonably
likely
to materially affect, AATK`s internal control over financial
reporting.  See Item 308(c) of Regulation S-B.

Closing

	File an amendment to the 10-KSB in response to the comments.
To
expedite our review, you may wish to provide us three marked
courtesy
copies of the filings.  Include with the filings any supplemental
information requested and a cover letter tagged as correspondence
that keys the response to the comments.  If you think that
compliance
with the comments is inappropriate, provide the basis in the
letter.
We may have additional comments after review of the filings, the
responses to the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the filing reviewed by us to ensure that they
have
provided all information investors require for an informed
decision.
Since AATK and its management are in possession of all facts
relating
to the disclosure in the filing, they are responsible for the
adequacy and accuracy of the disclosures that they have made.

      When responding to our comments, provide a written statement
from AATK in which AATK acknowledges that:

* AATK is responsible for the adequacy and accuracy of the
disclosure
in the filing.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filing.

* AATK may not assert our comments as a defense in any proceedings
initiated by the Commission or any person under the United States`
federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that AATK provides us in our review of the filing or
in
response to our comments on the filing.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me, at (202)
551-3767.

Very truly yours,

   Jennifer R. Hardy
					     Legal Branch Chief

cc:	Joel Bernstein, Esq.
	2666 Tigertail Avenue, Suite 104
	Miami, FL 33133

Mr. Howard W. Kelley
November 29, 2006
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

Correspondence Letter

 November 17, 2006

 Pamela A. Long

 Assistant Director

 Securities and Exchange Commission

 Washington, D.C. 20549

Re:
American Access Technologies, Inc.

 Preliminary Proxy
Statement on Schedule 14A

 Filed September 15, 2006

 Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005

 File No. 0-24575

Dear Ms. Long:

 American Access
Technologies, Inc. (the “Company”) is in receipt of your comment letter dated October 5, 2006, and submits the following responses to your comments:

 Pre14A

 1 - 2. We have filed Amendment No. 1 to the Preliminary Proxy Statement which addresses each of your
comments no. 1 and 2. Amendment No. 1 revises the matters which will be considered at the annual meeting to be only (1) the election of directors, and (2) approval of the selection of independent auditors. The proposal to increase the
authorized shares which was the only subject of your comments on the initial filing is not included in this proxy statement and will not be considered at the annual meeting. Since you had no comments on the two proposals which remain in the proxy
statement we would request your immediate advice that you have no further comments on this matter so we can avoid having our annual meeting in the middle of the holiday season.

 10-KSB

 Item 8A. Controls and Procedures

 3 - 4. The Company filed a Form 8-K on August 9, 2005 reporting that it had discovered an error in its financial statements for the year ended
December 31, 2004 and intended to restate the financial statements. The Company received a letter from the Commission dated August 10, 2005 (available on Edgar) in response, including specific matters to be addressed in subsequent filings
on this matter. The Company filed an Amended Form 10-KSB for the year ended December 31, 2004 which reported a material weakness in internal controls as of December 31, 2004 along with the other matters suggested by the Commission in its
August 10, 2005 letter. Item 8A on the Company’s Form 10-KSB for December 31, 2005 was meant to report that the previously reported material weakness had been successfully corrected by specified new procedures which resulted in
the unqualified conclusion by management that the Company’s disclosure controls and procedures were effective as of December 31, 2005. Unfortunately, due to a typographical error which went unnoticed, the sentence which was meant to
report the conclusion of such effectiveness, may be read to give the erroneous impression that there was simultaneously a material weakness and a conclusion that its internal control over financial reporting was effective.

 5. Because Rule 13a-15(e) of the Exchange Act, states that, “disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers,
or persons performing similar

 functions, as appropriate to allow timely decisions regarding required disclosure” management’s conclusion that
our disclosure controls and procedures were effective” we did not feel it was necessary to specifically refer to this aspect of disclosure controls and procedures because it is included in the meaning of the term which we provided in the
filing. This will confirm that the evaluation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures as of December 31, 2005 concluded that AAT’s disclosure controls and procedures are designed
and effective to ensure that information required to be disclosed by AAT in the reports that it files or submits under the Securities Exchange Act of 1934:

•

Is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and

•

Is accumulated and communicated to AAT’s management, including its chief executive and chief financial officer, to allow timely decisions regarding required disclosure.

 6. We did report in the last sentence of the paragraph prior to the one you quoted in your comment letter the specific changes made in our
internal control over financial reporting in the fourth quarter. We believe the narrative concerning this entire matter set forth in Item 8A gives a full and frank disclosure of the entire history of the material weakness and the remediation
program.

 In view of the foregoing, we believe that it is unnecessary to amend Form 10-KSB in that the original filing was entirely responsive to the
disclosures required in Item 8A, there was no omission of any material fact and nothing in the original filing would in any way mislead an investor concerning our disclosures and controls as of December 31, 2005. Accordingly, we request
that you complete your review without requiring an amendment.

 As requested in your comment letter, the Company hereby
acknowledges:

 a.) The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 b.) Our comments or changes in response to your comments do not foreclose the Commission from taking any action on the filing; and

 c.) The Company may not assert your comments as a defense in any proceedings initiated by the Commission or any person under the United States’ federal securities
laws.

 It is anticipated that this amendment and the information provided herein sufficiently addresses the issues raised in your comment letter. If you
have any further comments or require any further information, please contact our counsel in this matter, Joel Bernstein, at 305-858-7300.

 Yours very truly

 AMERICAN ACCESS TECHNOLOGIES, INC.

 Joseph F. McGuire

 Treasurer and CFO

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
October 5, 2006

By facsimile to (352) 473-6572 and U.S. Mail

Mr. Howard W. Kelley
Chairman
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656

Re:	American Access Technologies, Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed September 15, 2006
	Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2005
	File No. 0-24575

Dear Mr. Kelley:

      We limited our review of the filing to the issues addressed
in
our comments.  Where indicated, we think that you should revise
the
filing in responses to the comments.  If you disagree, we will
consider your explanation why a comment is inapplicable or a
revision
is unnecessary.  Be as detailed as necessary in your explanation.
To
understand better your disclosure, we may ask you in some comments
to
provide us information.  We may raise additional comments after
reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

Pre14A

1. We note that American Access Technologies, Inc. or AATK is
requesting stockholders` approval of an amendment to its articles
of
incorporation to increase the number of authorized shares of
common
stock from 30 million to 200 million.  Other than reserving
3,722,000
shares of common stock for possible issuance upon the exercise of
outstanding stock options and 156,700 shares for possible issuance
upon the exercise of common stock purchase warrants, disclosure in
the preliminary proxy statement states that AATK has no other
agreements or obligations to issue its common stock.  Disclosure
in
the current report on Form 8-K dated and filed by AATK on July 6,
2006 states, however, that:

* AATK has signed a letter of intent to combine with M&I Electric
Industries, Inc. or M&I Electric and expects to complete a share
exchange transaction in the third quarter of 2006.

* It is anticipated the business combination will be completed by
the
issuance of AATK common stock in exchange for the outstanding
shares
of M&I Electric and will result in the current shareholders of M&I
Electric holding 80% of the total shares of AATK common stock to
be
outstanding after the closing.

	Please reconcile the disclosures.

2. If a purpose of the stockholders` proposal is to have an
adequate
number of authorized and unissued shares of common stock for
issuance
in the share exchange transaction with M&I Electric, the proposal
"involves" the transaction with M&I Electric.  If so, provide the
information required by Item 14 of Schedule 14A.  See note A to
Schedule 14A.

10-KSB

Item 8A.  Controls and Procedures

3. Since a material weakness existed in AATK`s internal controls
over
the valuation of inventory, disclose in reasonable detail the
basis
for its officers` conclusions that AATK`s disclosure controls and
procedures were nonetheless effective as of the end of the  period
covered by the report.  See Item 308(a)(3) of Regulation S-B.

4. Disclose by whom the material weakness was identified and when
the
material weakness first began.

5. We note the statement "Disclosure controls and procedures are
procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports...is recorded,
processed, summarized and reported within the time periods
specified
in the SEC`s rules and forms."  Revise to clarify, if true, that
AATK`s management, including its chief executive officer and its
chief financial officer, concluded that AATK`s disclosure controls
and procedures are designed and effective to ensure that
information
required to be disclosed by AATK in the reports that it files or
submits under the Exchange Act:

* Is recorded, processed, summarized, and reported within the time
periods specified in the Commission`s rules and regulations.

* Is accumulated and communicated to AATK`s management, including
its
chief executive officer and its chief financial officer, to allow
timely decisions on required disclosure.

See Rule 13a-15(e) under the Exchange Act.

6. We note the statement "With the exception of the material
weakness
noted above, there were no other changes in our internal control
over
financial reporting during 2005 that have materially affected, or
are
reasonably likely to materially affect, our internal control over
financial reporting."  Revise to state clearly, if correct, that
there were changes in AATK`s internal control over financial
reporting that occurred during its fourth fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
AATK`s internal control over financial reporting.  See Item 308(c)
of
Regulation S-B.

Closing

	File a revised Pre14A and an amendment to the 10-KSB in
response
to the comments.  To expedite our review, you may wish to provide
us
three marked courtesy copies of the filings.  Include with the
filings any supplemental information requested and a cover letter
tagged as correspondence that keys the response to the comments.
If
you think that compliance with the comments is inappropriate,
provide
the basis in the letter.  We may have additional comments after
review of the filings, the responses to the comments, and any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the filing reviewed by us to ensure that they
have
provided all information investors require for an informed
decision.
Since AATK and its management are in possession of all facts
relating
to the disclosure in the filing, they are responsible for the
adequacy and accuracy of the disclosures that they have made.

      When responding to our comments, provide a written statement
from AATK in which AATK acknowledges that:

* AATK is responsible for the adequacy and accuracy of the
disclosure
in the filing.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filing.

* AATK may not assert our comments as a defense in any proceedings
initiated by the Commission or any person under the United States`
federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that AATK provides us in our review of the filing or
in
response to our comments on the filing.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.

Very truly yours,

   Pamela A. Long
					      Assistant Director

Mr. Howard W. Kelley
October 5, 2006
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
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Letter of correspondence

 6670 Spring Lake Road, Keystone Heights, FL 32656 * Phone (352) 473-6673 * Fax
(352) 473-6572

 Web Site: http://www.aatk.com

 August 17, 2005

 Nili Shah

 Accounting Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549-7010

 VIA EDGAR –
Correspondence File

RE: American Access Technologies, Inc.

Item 4.02 Form 8-K

Filed: August 9, 2005

File No. 0-24575

 Dear Nili Shah,

 The following sets forth our response to your comment letter dated August 10, 2005. Each
response is numbered to correspond to the numbered comments in your August 10, 2005 letter.

 1. We filed our restated 2004 annual financial statements under Form 10-KSB/A on August 15, 2005. After reviewing the effect of the error on our financial statements for the quarter ended March 31, 2005, our audit
committee and independent auditors made the determination that no restatement was necessary for such period because the misstatement was not material. See SAB 99.

 2. In the amended 2004 Form 10-KSB/A:

•

the audit opinion was updated and refers to Note 20 to the financial statements, which explains the restatement;

•

the restated financial statements were made with reference to all the latest accounting pronouncements concerning restatements;

•

in addition to the restated financial statements the following portions of the Form 10-KSB were updated by Form 10-KSB/A: Items 1, 6 and 8A;

•

as noted above Item 8A was updated to discuss the disclosures noted in your letter; and

•

all certifications were updated.

 American Access Technologies, Inc. acknowledges that:

•

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

•

staff comments or changes to disclosure in response to staff comments do not forclose the Commission or any person from taking any action with respect to the filing; and

•

it 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.

 If you have any questions on the above matter or need further
clarification, I would be happy to discuss them with you. You can reach me at the office at 352-473-6673 ext 120.

 Regards,

 Joe

 Joseph F. McGuire

 Chief Financial Officer

 American Access Technologies, Inc.

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

      August 10, 2005

via U.S. mail and facsimile

Joseph F. McGuire, Chief Financial Officer
American Access Technologies, Inc.
6670 Springlake Road
Keystone Heights, Florida  32656

	Re:	Item 4.02 Form 8-K
	Filed:	August 9, 2005
	File No. 0-24575

Dear Mr. McGuire:

	We have reviewed your Item 4.02 Form 8-K and have the
following
comments.
1. We note that you intend to file restated 2004 financial
statements.  However you have not indicated when you intend to do
so.
Please tell us when you intend to file restated financial
statements.
We may have further comment after you file the restated financial
statements.
2. We remind you that when you file your restated Form 10-KSB and
Forms
      10-QSB, you should appropriately address the following:

* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A. disclosures should include the following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-B.
* include all updated certifications.

*    *    *    *

      Please respond to this comment within 5 business days, or
tell
us when you will provide us with a response.  Please provide us
with
a supplemental response letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  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
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 their 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 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.

	If you have any questions regarding these comments, please
direct them to Tracey McKoy, Staff Accountant, at (202) 551-3772
or,
in her absence, to the undersigned at (202) 551-3255.

							Sincerely,

							Nili Shah
							Accounting Branch Chief
??

??

??

??

Mr. McGuire
August 10, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

      November 23, 2004

Via U.S. Mail and Facsimile

John Presley
President
American Access Technologies, Inc.
6670 Spring Lake Road
Keystone Heights, FL 32656

Re:	American Access Technologies, Inc.
	Registration Statement on Form S-3
	File No. 333-120092
	Filed October 29, 2004

Dear Mr. Presley:

We have reviewed your filing and have the following comments.
Please
note that we have limited our review to transactional matters.
Where
indicated, we think you should revise 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 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.

Selling stockholders, page 6

1. Please revise the selling shareholder table to include a
"total"
line at the end of the table.

2. Please revise to include the required columns showing the
percentages owned before and after the offering.

3. If any selling securityholder is a broker-dealer, please
identify
it as such.  Please note that selling securityholders who are
broker-
dealers must be identified as underwriters in the prospectus.  For
selling securityholders that are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute the securities.  If you are unable to make these
statements in the prospectus, the disclosure must state that the
sellers are also underwriters.

4. For every selling securityholder that is not a publicly owned
entity, please name the individuals who share beneficial ownership
of
the entity.

5. To the extent that any successor(s) to the named selling
stockholder wish to sell under this prospectus, please be advised
that you must file a prospectus supplement identifying such
successors as selling stockholders.  Please revise your disclosure
to
state that a prospectus supplement will be filed in these
circumstances.

Information incorporated by reference, page 9

6. Revise your disclosure to specifically incorporate by reference
your Form 10-Q for the quarter ended September 30, 2004 and the
Form
8-K that was filed on November 5, 2004.

Closing comments

As appropriate, please amend your registration 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 cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
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 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.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of your filing
or
in response to our comments on your filing.

We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate 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
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
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 advance of the requested effective
date.

      Please contact Amanda Gordon at (202) 942-1945 or Mark
Austin
at (202) 942-1884 with any questions this letter raises.

Sincerely,

Pamela Long
Assistant Director

cc:	Joel Bernstein, Esq.
	[via facsimile to (786) 513-8522]
??

??

??

??

American Access
November 23, 2004
Page 2

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Acceleration Request

 AMERICAN ACCESS TECHNOLOGIES, INC.

 6670 Spring Lake Road

 Keystone Heights, FL 32656

 (352) 473-6673

 December 28, 2004

 Via fax: 202-942-9531 and Edgar

 Att: Amanda Gordon

 Securities and Exchange Commission

 450 5th Street, N.W.

 Washington, D.C. 20549

Re:
American Access Technologies, Inc.
Registration on Form S-3
File No. 333-120092

 REQUEST FOR ACCELERATION OF EFFECTIVE DATE

 Greetings:

 On behalf of the Registrant, American Access Technologies, Inc., this will request the acceleration of the effective date of the above referenced Registration Statement
to 4:00 p.m. (EST) on December 29, 2004, or as soon thereafter as may be practicable. Please advise our counsel, Joel Bernstein, at 305-858-7300 if you have any questions concerning this matter.

 Yours very truly,

 AMERICAN ACCESS TECHNOLOGIES,

 INC.

 /s/John Presley

 President