May 20, 2005


Reed J. Killion
President and Director
Uni-Pixel, Inc.
11940 Jollyville Road, Suite 200N
Austin, Texas 78759

Re:	Uni-Pixel, Inc.
	Amendment No. 2 to Form 10-SB
	Filed April 27, 2005
	File No. 0-49737

Dear Mr. Killion:

      We have the following comments to your filing.  If you
disagree
with our comments, 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. 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-QSB for period ending March 31, 2005

Item 3. Controls and Procedures - Page 15
1. We note your disclosure that management concluded as of the
evaluation date that your disclosure controls and procedures were
"effective in timely providing each of [your president and chief
financial officer] with material information relating to us
(including our consolidated subsidiary) required to be included in
our Exchange Act filings."  Please note that all language that
appears following the word "effective" must be consistent with the
language that appears in the definition of "disclosure controls
and
procedures" set forth in Rule 13a-15(e) of the Exchange Act.  In
future filings, please clarify whether your Chief Executive
Officer
and Chief Financial Officer concluded that your disclosure
controls
and procedures are effective to ensure that information required
to
be disclosed in the reports you file or submit under the Exchange
Act
is recorded, processed, summarized and reported within the time
periods specified in the Commission`s rules and forms, and that it
is
accumulated and communicated to management, including your Chief
Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.

      *     *     *

      As appropriate, please amend your documents 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 amendments to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendments and responses
to
our comments.

      You may contact Julie Sherman at (202) 551-3640 or Jay Webb,
Reviewing Accountant, at (202) 551- 3603 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Mary Beth Breslin at (202) 551-3625 or me at (202)
942-3602 with any other questions.


      Sincerely,



Thomas A. Jones
Senior Attorney


cc (via fax): Darrell Windham

Reed J. Killion
Uni-Pixel, Inc.
May 20, 2005
Page 1