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