Mail Stop 6010

June 8, 2005

Leland Nail
354 Industry Drive
Arotech Corporation
Auburn, Alabama 36832

      Re:	Arotech Corporation
      Registration Statements on Form S-3
      Filed May 16, 2005
      and Documents Incorporated by Reference
      File Nos. 333-124959 & 333-124961

Dear Mr. Nail:

	We have limited our review to selected portions of your
registration statement, and we have the following comments.  Where
indicated, we think you should revise your document 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 filing.
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.

Registration Statement on Form S-3, File No. 333-124961
1. It appears that the shares you are attempting to register for
resale have already been issued to the selling shareholders.  If
so,
please revise the disclosure on the cover page and elsewhere, as
appropriate.  If not, please note that the shares can be
registered
for resale only after they are outstanding.





Exhibits
2. Please file as exhibits your agreements with FAAC shareholders
after the January 2004 agreement.  For example, we note the
February
15, 2005 letter and the February 19, 2004 restated agreement
mentioned in Exhibit 10.1.

General
3. Please supplementally confirm that you intend to file a new
registration statement to register for resale the shares to be
issued
related to Section 4 of Exhibit 10.1.

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

Management`s Discussion and Analysis, page 38

Adjusted EBITDA, page 50
4. As set forth in Item 10(e)(ii)(B) to Regulation S-K, a non-GAAP
measure should not eliminate or smooth items identified as non-
recurring, infrequent or unusual, when the nature of the charge or
gain is such that it is reasonably likely to recur within two
years
or where there was a similar charge or gain within the prior two
years.  Several of the adjustments presented in determining
"adjusted
EBIDTA" do not appear to meet these criteria.  Accordingly, you
should revise to delete the disclosure of adjusted EBIDTA.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

5. We see that your company is headquartered in Alabama.  We also
see
from the segment disclosure that more than 80% of your revenues
for
2004 were derived in the United States and that majority of your
assets also appear to be located in the United States.  The Staff
interprets Article 2 to Regulation S-X to require that the audit
report on the financial statements of a domestic registrant to
normally be rendered by an auditor licensed in the United States.
Tell us why the audit report on the 2004 financial statements was
not
signed by a United States-based auditor.  We may have further
comment
upon review of your response.

Statements of Changes in Stockholder`s Equity, page F-8

6. The statement appears to have various classification and
typographical problems with respect to the presentation of "total
comprehensive loss," "notes receivable from stockholders" and
"accumulated other comprehensive loss" in both 2003 and 2004.  For
instance:
* The ending balances for "notes receivable from stockholders" and
"accumulated other comprehensive loss" as of December 31, 2002, do
not roll-forward to identically labeled columns as of January 1,
2003.
* Why are there opening balances for the item "total comprehensive
loss" as of January 1, 2003 and January 1, 2004?
* Why are there no opening balances for "accumulated other
comprehensive loss" as of January 1, 2003 and January 1, 2004?
* Why are adjustments for foreign currency translation presented
under the "notes receivable from stockholders" column? Is this
item
not a component of total comprehensive loss (for each year) and
accumulated comprehensive loss?  There appears to be a similar
classification issue with respect to the item "unrealized gain on
available for sale marketable securities."
As well, the aforementioned captions do not roll forward to the
balance sheet.  For instance, the balance sheet amount identified
as
notes receivable from stockholders ($1,222,871 as of December 31,
2004) does not agree to the corresponding amount from the
statement
of changes in stockholders` equity ($372,355 as of December 31,
2004). Please revise as necessary to clarify the presentation.
Note 1 - General, page F-14
b. Restatement of previously issued financial statements, page F-
14
7. In a supplemental response, provide a full explanation of the
restating adjustments.  That response should fully explain how the
transactions were originally accounted for, why that accounting
was
not correct, how the accounting was revised and why the revised
accounting is appropriate in GAAP.
8. As a related matter, please expand to more clearly describe
what
was wrong with the original accounting and the bases in GAAP for
the
revisions. With respect to that disclosure please expand for the
following:
* Clarify the nature of the "certain expenses" reclassified from
general and administrative expenses to a deemed dividend.  Also
clarify why the revised accounting is appropriate in GAAP.
* Provide a detailed description of the nature of the errors
identified in the valuation of the warrants granted in the
litigation
statement and in the amortization of debt discount associated with
the beneficial conversion feature of the convertible debentures.
What was wrong about the methods and assumptions applied in the
original accounting? Also, disclose how you changed the methods
and
assumptions applied and disclose why you believe the revised
accounting is appropriate in GAAP.
9. With respect to quarterly data, please expand to disclose "as
reported" and "as adjusted amounts" for each quarter, including
clear
reconciliation between the original and adjusted balances.

c-e. Acquisitions, page F-16

10. As the aggregate amount assigned to goodwill resulting from
your
acquisitions presented is significant in relation to the aggregate
cost of the acquired entities, please revise to specifically
identify
and describe the factors that contributed to purchase prices
producing this significant goodwill.  Refer to paragraph 51(b) of
SFAS 141.   Additionally, please disclose the amount of goodwill
by
reportable segment as required by paragraph 52(c)(2) of SFAS 141.
Form 10-K/A for the fiscal year ended December 31, 2004

Item 9A.  Controls and Procedures, page 1

11. We see that the principal executive officer and principal
financial officer have concluded that the company`s disclosure
controls and procedures are effective "except as otherwise
described
herein and below."  Given the exceptions noted, it remains unclear
whether these officers have concluded that disclosure controls and
procedures are effective.  Please revise to state, in clear and
unqualified language, the conclusions reached by your chief
executive
officer and your chief financial officer on the effectiveness of
disclosure controls and procedures.  For example, if true, you can
state that your disclosure controls and procedures are effective
including consideration of the identified matters, so long as you
provide appropriate disclosure explaining how the disclosure
controls
and procedures were determined to be effective in light of the
identified material weaknesses.  Or, if true, you can state that
given the identified matters, 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.


Form 10-Q for the quarter ended March 31, 2005

Changes in Internal Controls over Financial Reporting, page 40
12. In future filings, please correct the reference to "this
Annual
Report on Form    10-K."

Management`s Response to the Material Weakness, page 40
13. In future filings, please discuss in greater detail the
corrective actions you have taken since December 31, 2004.

Form 8-K dated May 11, 2005

14. We note your use of the non-GAAP measure, "Adjusted EBITDA".
In
future filings, when using the non-GAAP measure please present,
with
equal or greater prominence, the most directly comparable
financial
measure calculated and presented in accordance with GAAP.  Please
note that a non-GAAP measure should not be prominently featured in
the heading of your press release unless it includes the most
directly comparable GAAP financial measure.  In future filings,
please also include a more substantive statement disclosing the
reasons why you believe that the presentation of the non-GAAP
financial measure provides useful information to investors
regarding
your financial condition and results of operations.  That is,
disclose why you believe that the non-GAAP measure "enhances
overall
understanding of [your] current financial performance." Refer to
Item
10(e)(1)(i) of Regulation S-K.  Show us how you plan to apply this
comment to future filings.

      As appropriate, please amend your registration statement in
response to these comments.  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 Act
of
1933 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.
	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.

      You may contact Kristen Lochhead at (202) 551-3364 or Gary
Todd
at (202) 551-3605 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tom
Jones
at (202) 551-3602 or me at (202) 551-3800 with any other
questions.
      Sincerely,


							Peggy Fisher
							Assistant Director

cc (via fax): Steven M. Skolnick, Esq.







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Leland Nail
Arotech Corporation
June 8, 2005
Page 7