<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561

      							August 18, 2005

Mr. Michael A. Russell,
Chief Financial Officer
American Technology Corporation
13114 Evening Creek Drive South
San Diego, CA 92128S

	Re:	American Technology Corporation
      Form 10-K for Fiscal Year Ended September 30, 2004
		Filed December 28, 2004

		Forms 10-Q for Fiscal Quarters Ended March 31, 2005 and
      June 30, 2005
      File No. 0-24248

Dear Mr. Russell:

      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.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K for Fiscal Year Ended September 30, 2004

Item 9A. Controls and Procedures, page 37

1. We note your disclosure that your disclosure controls and
procedures are "designed to ensure that material information
related
to us, including our consolidated subsidiaries, is recorded,
processed, summarized and reported within the time periods
specified
in the SEC rules and forms."  Please note that under Rule 13a-
15(e)
of the Exchange Act, the term disclosure controls and procedures
means controls and procedures that are designed to ensure that
information required to be disclosed in the reports that you file
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission`s
rules
and forms and are also effective to ensure that information
required
to be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
to allow timely decisions regarding required disclosure.  See Rule
13a-15(e) of the Exchange Act.  Please revise accordingly.

2. We note your disclosure that your "co-principal executive
officers
and principal financial officer concluded, as of the date of such
evaluation, that, except as set forth below, the design and
operation
of such disclosure controls and procedures were effective."
(emphasis
added) Given the exception noted, it remains unclear whether your
chief executive officer and chief financial officer have concluded
that your disclosure controls and procedures are effective or not
effective.  Please revise your disclosure to state, in clear and
unqualified language, the conclusions reached by your chief
executive
officer and your chief financial officer on the effectiveness of
your
disclosure controls and procedures.  For example, if true, you can
state that given the identified issue regarding the "tracking of
and
disclosure relating to Section 16 filings," your disclosure
controls
and procedures are not effective.  You should not, however, state
the
conclusion in your current disclosure, which appears to state that
your disclosure controls and procedures are effective except to
the
extent they are not effective.  Please amend your Form10-K
accordingly.

3. Please describe the "steps to improve our tracking of and
disclosure relating to Section 16 filings" that you implemented
and
disclose whether these steps have corrected this issue.  Please
disclose the date you identified the failure to disclose the late
Section 16 filing and the respective dates you implemented each
step
to improve your procedures.
4.
We note your disclosure that "[n]o significant changes were made
in
our internal control over financial reporting . . . during our
most
recent quarter that has materially affected, or is reasonably
likely
to materiall affect, our internal control over financial
reporting."
(emphasis added)  Item 308(c) of Regulation S-K requires the
disclosure of any change in your internal control over financial
reporting identified in connection with an evaluation thereof that
occurred during your last fiscal quarter (or your fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please revise.
5. We note the disclosure under "Limitations" regarding your
system
of disclosure controls and procedures and internal controls.  When
discussing the design and evaluation of your control system, you
discuss inherent limitations, lack of absolute assurance and
resource
constraints.  Furthermore, you state that "[t]he design of any
system
of controls is based in part upon certain assumptions about the
likelihood of future events, and any design may not succeed in
achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with
policies
and procedures."

The disclosure in this section is confusing to the extent that it
implies that your disclosure controls and procedures might not
operate effectively even under circumstances where your disclosure
controls and procedures should reasonably be expected to operate
effectively.  It also implies that you will not conduct periodic
evaluations of your disclosure controls and procedures to
determine
whether they have become inadequate.  If true, this would appear
to
be inconsistent with your regulatory requirement to establish and
maintain effective disclosure controls and procedures.

Please revise to state, if true, that your disclosure controls and
procedures are designed to provide a reasonable level of assurance
of
reaching your desired disclosure control objectives, and remove
any
disclosure suggesting otherwise.  In addition, and if correct,
similarly state clearly that your co-principal executive officers
and
principal financial officer concluded that your disclosure
controls
and procedures are effective in reaching that level of reasonable
assurance.  Finally, delete any language that states or implies
that
your disclosure controls and procedures will or could become
inadequate over time or that you do not have an obligation to
maintain effective disclosure controls and procedures.  In the
alternative, remove this entire paragraph and simply state the
conclusion of your co-principal executive officers and your
principal
financial officer regarding the effectiveness of your disclosure
controls and procedures.

Summary of Accounting Policies

Contract Manufacturer, page F-9

6. Please tell us why it is appropriate to record amounts due from
contract manufacturer net of amounts payable to the manufacturer.
Refer to paragraph 5 of FIN 39.

Revenue Recognition, page F-10

7. Please tell us in more detail about the nature of your
engineering
services and the basis for your accounting.  Include in your
response
references to the appropriate accounting literature.

Note 7. Litigation, page F-26

8. Please tell us in more detail about the minimum film royalty
settlement with NeoPlanar.  Describe the transaction and provide
us
with the related journal entries.

9. Please tell us in more detail about the "Legal Settlement"
liabilities in the amount of $150,000 for 2004 and $292,500 for
2003.
Describe the related transaction(s) and tell us how you determined
the amount of the liability.  Also tell us your basis for
including
the related expense in SG&A.  We also note your discussion on page
21.

10. Tell us in more detail about the settlement with Horizon
Sports
Technologies, Inc and describe to us how you accounted for the
settlement costs.

Form 10-Q for the Fiscal Quarter Ended December 31, 2004
11. Please amend your Form 10-Q for the quarter ended December 31,
2004 to comply with the comments on your Form 10-K that are
applicable to your Item 307 and 308(c) disclosure.  Please also
comply with the following comments.
12. We note your disclosure regarding the "significant deficiency"
in
your internal controls.  Please tell us in your response letter
why
this "significant deficiency" does not rise to the level of a
"material weakness" in your internal controls.  If this was a
material weakness in your internal controls, please revise your
disclosure accordingly.

13. We note your disclosure that you "have taken steps to rectify
this deficiency . . ." in your internal controls over financial
reporting.  Please disclose the dates you implemented these steps
and
disclose the date this deficiency was rectified.  In this regard,
you
have included disclosure regarding the steps you implemented in
your
Item 308(c) disclosure in both your Form 10-Q for the quarter
ended
March 31, 2005 and your Form 10-Q for the quarter ended June 30,
2005.  Accordingly, it appears that changes were made in your
internal controls in both quarters.  Please clarify your
disclosure
accordingly.

Forms 10-Q for the Fiscal Quarters Ended March 31, 2005 and June
30,
2005
14. Please revise your future filings to comply with our comments
on
your Item 307 and 308(c) disclosure above, as applicable.

Form 10-Q for the Fiscal Quarter Ended June 30, 2005

Note 11. Committed Equity Financing Facility, page 12
15. Please tell us why it was appropriate to account for the
warrant
issued in connection with CEFF financing as a liability under EITF
00-19.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

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

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

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

      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 filings or
in
response to our comments on your filings.

      You may contact Nicole Holden, Staff Accountant, at (202)
551-
3374 or Dean Suehiro, Senior Staff Accountant, at (202) 551-3384
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,



								Larry Spirgel
								Assistant Director


??

??

??

??

Mr. Michael A. Russell,
American Technology Corporation
August 19, 2005
Page 6



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

         DIVISION OF
CORPORATION FINANCE



</TEXT>
</DOCUMENT>
