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<SEC-DOCUMENT>0000000000-06-005462.txt : 20061206
<SEC-HEADER>0000000000-06-005462.hdr.sgml : 20061206
<ACCEPTANCE-DATETIME>20060201102850
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-005462
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060201

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ADA-ES INC
		CENTRAL INDEX KEY:			0001223112
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				841457335
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	MAIL ADDRESS:	
		STREET 1:		8100 SOUTHPARK WAY B
		CITY:			LITTLETON
		STATE:			CO
		ZIP:			80120
PUBLIC REFERENCE ACCESSION NUMBER:		0001050502-06-000009
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 1, 2006


By facsimile to (303) 734-0330 and U.S. Mail


Mr. Mark H. McKinnies
Principal Financial and Accounting Officer
ADA-Es, Inc.
8100 SouthPark Way, Unit B
Littleton, CO 80120

Re:	ADA-ES, Inc.
	Registration Statement on Form S-3
	and Pre-effective Amendment 1 to Registration Statement on
Form
S-3
	Filed January 17 and 23, 2006
File No. 333-131085

Dear Mr. McKinnies:

	We reviewed the filings only for omission of the delaying
amendment language on the registration statement`s facing page in
the
initial filing and the disclosures under "Selling Shareholders"
and
have the comments below.  No further review of the registration
statement has been or will be made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.

	Where indicated, we think that you should revise the document
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 supplemental 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 document.  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.

General

1. We are not making any determination whether the disclosure,
including, for example, cautionary language or the disclosure`s
placement, satisfies the sections` requirements if the
registration
statement states that it:

* Includes forward-looking statements within the meaning of
section
27A of the Securities Act and section 21E of the Exchange Act.

* Otherwise makes reference to those provisions.

* Makes reference to the Private Securities Litigation Reform Act
of
1995 generally.

Selling Shareholders

2. Identify by footnote or otherwise the natural person or persons
having sole or shared voting and investment control over the
securities held by each beneficial owner.  Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise appropriately.  We note the
disclosures in footnotes (8), (9), (10), (11), (14), and (16).

3. We note the disclosure that you may add additional shareholders
or
update or change the information in this section through
amendments
to the registration statement or the filing of prospectus
supplements.  To conform to the requirements of Form S-3,
information
required by Item 507 of Regulation S-K should be complete and
accurate for all shares being registered as of the registration
statement`s effectiveness.  Consistent with our established
interpretations, Rule 424 of Regulation C under the Securities Act
may be used to add selling shareholders who acquire their shares
of
common stock after the registration statement`s effectiveness if
the
prospectus indicates expressly that it contemplates its use by
post-
effective transferees of the selling shareholders identified in
the
prospectus.  Thus, consider adding disclosure in this section that
the term selling shareholders includes the selling shareholders
listed in the table and their transferees, pledgees, donees, or
their
successors.  We note the disclosure under "Plan of Distribution."

4. Disclose that ADA-ES will file a prospectus supplement to name
successors to any named selling shareholders who are able to use
the
prospectus to resell the securities.

5. We note the disclosure under "Plan of Distribution" that if you
are notified in writing by a selling shareholder that a selling
shareholder has entered into any material arrangement with a
broker-
dealer for the sale of common stock, you will file a supplement,
if
required, to this prospectus.  Revise to state that you will file
a
supplement to this prospectus if a selling shareholder enters into
a
material arrangement with a broker-dealer for sale of the common
stock being registered.

Closing

	File a pre-effective amendment to the S-3 in response to the
comments. To expedite our review, ADA-ES may wish to provide us
three
marked courtesy copies of the amendment.  Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If ADA-ES
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.

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

      If ADA-ES requests acceleration of the registration
statement`s
effectiveness, ADA-ES should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve ADA-ES from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.

* ADA-ES may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceeding
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 ADA-ES provides us in our review of the
registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on comments and other 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

cc:	Julie A. Herzog, Esq.
	Schuchat, Herzog & Brennan, LLC
	1900 Wazee Street, Suite 300
	Denver, CO 80202



Mr. Mark H. McKinnies
February 1, 2006
Page 1








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

         DIVISION OF
CORPORATION FINANCE



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