Mail Stop 6010


      November 18, 2005

By U.S. Mail and Facsimile to (310) 473-3177

Mr. Robert M. Bernstein
Chief Executive Officer
Material Technologies, Inc.
Suite 707 11661 San Vicente Boulevard
Los Angeles, California 90049


	RE: 	Material Technologies
		Form 10-K / A for the Fiscal Year Ended December 31,
2004
Form 10-Q / A for the Quarterly Period Ended June 30, 2005
Form 10-Q for the Quarterly Period Ended September 30, 2005
		File No. 333-23617


Dear Mr. Bernstein:

      We have reviewed your response letter dated September 27,
2005
and filings and have the following comments.  Where indicated, we
think you should revise your future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

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

Form 10-K/A for the year ended December 31, 2004

General

1. Please refer to previous comment 1.  As previously requested,
please explain in detail why you believe you are not an investment
company under Section 3(a)(1)(C) of the Investment Company Act of
1940 ("Investment Company Act").  Please provide data indicating
the
value of your "investment securities" and total assets on an
unconsolidated basis as of the fiscal year ended December 31, 2004
and tell us why the data does not impact your previously indicated
conclusions that you are not an investment company.  We may have
further comments after a review of your response.

2. Please refer to previous comment 2.  If  your previous
conclusions
about how the Investment Company Act impacts you change and you
believe you are an investment company under Section 3(a)(1)(C) of
the
Act, please explain how you are in compliance with the Investment
Company Act.  For example, please explain fully whether you can
rely
on Rule 3a-1 of the Investment Company Act.  We may have further
comments after a review of your response.

Note 3 - Investments, page F-24

Marketable Securities, page F-25

3. Please refer to previous comment 5.  We see disclosures in your
September 30, 2005 Form 10-Q that for the nine months ended
September
30, 2005, you adjusted your remaining investment in the Langley
shares to market (net of the number of shares it would be required
to
sell back to Langley at September 30, 2005) and recorded an
unrealized loss related to these shares of $350,209 in other
comprehensive loss.  Please tell us how you have valued and
accounted
for the net shares required to be returned to Langley.  Future
filings should clearly disclose how the shares required to be
returned to Langley are valued and accounted for in your financial
statements.  We assume the excess of the carrying value of such
net
shares over their pending repurchase price was expensed in your
operating statement.  If not the case, tell us why and support
your
accounting for the valuation of these shares via references to the
authoritative literature relied upon by you and your accountants
when
preparing your 2005 interim financial statements.  We may have
further comments after a review of your response.

Form 10-Q/A for the quarter ended June 30, 2005

Note 3 - Investments, page F-14

4. Please refer to previous comment 9.  In regards to your share
purchase agreement with Birchington Investments Limited
(Birchington)
and the Downside Price Protection feature, please tell us and
revise
future filings to disclose the following:

* how Birchington will pay for any escrow shares they are entitled
to
purchase and
* why it would ever be appropriate to record any differences in
value
between any consideration given and received to other
comprehensive
income.

Also, revise future filings to clearly indicate how you assess
this
cost investment for impairment and the results of the test at each
balance sheet date presented.  Please consider the guidance at
ETIF
03-1 before preparing the requested future disclosures.

Form 10-Q for the quarter ended September 30, 2005

Item 4  Controls and Procedures, page 37

Evaluation of Disclosure Controls and Procedures, page 37

5. We see disclosures herein that based on your evaluation of
Disclosure Controls and Procedures, your Chief Executive Officer
and
Chief Financial Officer have concluded that as of September 30,
2005,
your disclosure controls and procedures were not effective at the
reasonable assurance level due to various material weaknesses.
Please tell us why after the same evaluations at December 31,
2004,
March 31, 2005 and June 30, 2005 you concluded your disclosure
controls and procedures were effective and why you indicated in
your
previously filed 2004 annual and 2005 interim periodic reports
that
no significant changes were made in your internal controls or in
other factors that could significantly affect your controls
subsequent to December 31, 2004, March 31, 2005 and June 30, 2005.
We may have further comments after a review of your response.


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

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3603 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Angela Crane, Branch Chief, at (202) 551-3554.


      								Sincerely,


								Jay Webb
								Reviewing Accountant
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Mr. Robert M. Bernstein
Material Technologies, Inc.
November 18, 2005
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