March 16, 2006

By U.S. mail and facsimile to (702) 294-3873

Anders A. Suarez
Chief Financial Officer
Amerityre Corporation
1501 Industrial Road
Boulder City, NV 89005

	RE:	Amerityre Corporation
		Form 10-KSB for the fiscal year ended June 30, 2005
		Filed September 16, 2005

		Form 10-Q for the quarter ended December 31, 2005
		File No. 0-50053

Dear Mr. Suarez:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
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 supplemental 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-KSB for the year ended June 30, 2005

General

1.  	Please note and update your commission file number in future
filings.  We note that your file number in EDGAR is 000-50053.

2.  	Please tell us your basis for determining that you were
eligible
to remain in the S-B system in fiscal 2005.  As part of your
response, please provide us with your calculation of your public
float for fiscal 2002, 2003, and 2004.

Item 6.  Management`s Discussion and Analysis, page 11

3.  	In future filings, please disclose the material implications
of
uncertainties associated with the methods, assumptions and
estimates
underlying your critical accounting measurements.  At a minimum,
these disclosures should discuss the uncertainties surrounding
your
accounting for impairment charges and stock options, if material,
and
include the disclosure of the following:
* specifically name the assumptions associated with each critical
accounting policy, how you arrived at the estimate used in the
financial statements, and why the assumptions bear risk of change;
* whether and how the estimate/assumption is reasonably likely to
change in the future;
* your specific sensitivity to change, based on other outcomes
that
are reasonably likely to occur and would have a material effect,
through quantitative and qualitative disclosure.
   Refer to SEC Release No. 33-8350 and 33-8040.

Item 8A.  Controls and Procedures, page 19

4.  	For your Form 10-KSB for the year ended June 30, 2005, we
note
your disclosure on page 19 that your chief executive officer and
chief financial officer believe your disclosure controls and
procedures are effective.  We have the following comments:
* In future filings, please revise your reference to the Exchange
Act
Rules to refer to Rule 13a-15(e) and Rule 15d-15(e).
* You state that there were no changes in your internal controls
or
changes in other factors that could affect these controls
subsequent
to the date of their evaluation.  Please be advised that Item
308(c)
of Regulation S-B requires that you disclose any change in your
internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Exchange Act
Rules
13a-15 or 15d-15 that occurred during the last fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting.  Please
confirm to us that there were no changes in your internal controls
over financial reporting during the fourth fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  In addition,
please
revise your disclosures in future filings to comply with Item
308(c).


Financial Statements, page 34

Balance Sheet, page 35

5.  	We note that you deferred $1 million of stock offering costs
in
the quarter ended September 30, 2004.  It appears that these costs
relate to an offering that was completed in February 2006, at
least
17 months later.  Please tell us (1) the nature of the advisory
services you received, (2) your basis for recognizing $6.1 million
of
costs related to these services in the quarter ended September 30,
2004, and (3) your basis for deferring $1 million of stock
offering
costs, in light of SAB Topic 5:A, which indicates that deferred
costs
associated with offerings delayed by more than 90 days should be
recognized in the income statement.

Note 1 - Organization and Summary of Significant Accounting
Policies,
page 42

6.  We note your disclosures regarding your patents and trademarks
and have the following comments:
* Please tell us and disclose, in future filings, the amount of
patents which are pending and not being amortized.
* We note your history of net losses and cash outflows from
operations.  Please explain, in detail, the factors you considered
in
determining that your patents and trademarks are not impaired.

Note 3 - Stock Transactions, page 48

7.  We note that some of your options were exercised in a cashless
manner during fiscal 2005.  Please tell us the following:
* Whether your employee option plans specifically permit cashless
exercise.
* Whether cashless exercise is at the discretion of the employee
or
you.
* If cashless exercise is at the employee`s discretion, the number
of
employee options at June 30, 2005, that permit cashless exercise
at
the employee`s discretion.
* Whether cashless option exercise is executed through a broker.
Please refer to issue 48 of EITF 00-23.

Form 10-Q for the period ended December 31, 2005

Financial Statements

Note 2 - Stock Options

8.  	You state that the 625,000 options issued to your employees
during each of the quarters ended September 30, 2005 and December
31,
2005, are accounted for under APB 25 and that no compensation
expense
was recognized.  However, we note your disclosure on page 45 in
your
Form 10-KSB for the year ended June 30, 2005 that you will adopt
SFAS
123R for the first fiscal quarter of 2006; that is, September 30,
2005, which is consistent with the compliance dates in SEC Release
No. 33-8568.  As these options appear to be new awards issued
after
the effective date, under SFAS 123R, you are required to measure
and
recognize compensation expense for all stock-based payments at
fair
value.  Please advise.

9.  We refer you to your pro forma SFAS No. 123 disclosures.
Please
tell us why your accounting under SFAS No. 123 resulted in no
additional expense, as compared to your accounting under APB No.
25.

Management`s Discussion and Analysis, page 13

Results of Operations, page 15 and Liquidity and Capital
Resources,
page 16

10. 	We have considered the discussion and analysis currently
provided in the results of operations section, as well as the
liquidity section.  Given your decreasing gross margins and
negative
cash from operating activities, and in light of the going concern
comment above, we believe that, in future filings, your discussion
should address, with quantification where appropriate and
necessary,
the specific factors that led to the material changes in net
sales,
cost of sales, corporate expense, operating expense, and operating
cash flows in greater detail.  We do not believe that as currently
presented, your discussion is sufficient to address the underlying
reasons that contributed to the variations.  Please be advised
that
this section should not simply textually reiterate what is
contained
in the financial statements.  Refer to Item 303 of Regulation S-B
as
well as the Interpretive Guidance released in December 2003 on
Management`s Discussion and Analysis (Release 33-8350) available
at
www.sec.gov.

11.  We note you no longer disclose that there is substantial
doubt
about your ability to continue as a going concern, as you had
disclosed in the Form 10-Q for the period ended September 30,
2005,
as well as in the Form 10-KSB for the year ended June 30, 2005.
Given that your retained deficit has continued to increase to
$38.7
million at December 31, 2005 and given your history of operating
losses, net losses, and negative cash flows from operating
activities, please tell us and disclose, in future filings, the
factors you considered in determining that you no longer have
substantial doubt about your ability to continue as a going
concern.
As part of this discussion, please disclose:
* the principal conditions and events that initially caused your
auditors to believe there was substantial doubt to continue as a
going concern;
* the possible effects of such conditions and events, and any
mitigating factors, including management`s plans;
* a discussion of prospective information regarding your needs for
capital;
* an evaluation of the amounts and certainty of cash flows;
* whether you have sufficient resources to meet short-term and
long-
term cash requirements, and the basis for your views.

Item 4. Controls and Procedures, page 17

12.  	In your Form 10-Q for the quarters ended September 30,
2005
and December 31, 2005, we note your disclosure that your chief
executive officer and chief financial officer concluded that the
Company`s disclosure controls and procedures are effective in
timely
alerting them to material information relating to the Company
required to be included in the Company`s periodic SEC filings.
Please
revise, in future filings, your conclusion regarding the
effectiveness of disclosure controls and procedures to cover the
full
definition in Exchange Act Rules 13a-15(e) and 15d-15(e).
Specifically, please clarify, if true, that your disclosure
controls
and procedures are also effective to ensure that information
required
to be disclosed by you in the reports that 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.

Part II - Other Information, page 17

Item 1. Legal Proceedings, page 17

13.  We note your disclosure regarding the petition for
cancellation
against Richard A. Steinke, your Chairman, President and Chief
Executive Officer, in connection with the use of the Amerityre
trademark.  Please tell us and disclose in future filings within
management`s discussion and analysis, the nature of the petition
and
any implications, financial and otherwise, it may have on you.
Discuss the effect that costs associated with this petition will
have
on your operating results, financial position, or liquidity.  If
you
conclude that the expected effects of the petition are immaterial
for
disclosure, please provide us with your quantitative and
qualitative
considerations of materiality pursuant to SAB 99.

14.  Please tell us and disclose, in future filings, the terms of
the
settlement and release agreement in the case against Prototype
Engineering, Inc.  In particular, please tell us and disclose, in
future filings, any income or losses recognized in your financial
statements, as part of this settlement.








*    *    *    *

      Please respond to these comments by providing the
supplemental
information requested within ten business days or tell us when you
will provide us with a response.  Please provide us with a
supplemental response that addresses each of our comments.  Please
file your supplemental response on EDGAR as a correspondence file.
We may raise additional comments after we review your responses.

       To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
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 their 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 filing; 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 filing or in
response to our comments on your filing.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
or me at (202) 551-3255 if you have questions regarding comments
on
the financial statements and related matters.

								Sincerely,



								Nili Shah
								Branch Chief
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Mr. Anders A. Suarez
Amerityre Corporation
March 16, 2006
Page 6



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE