Mail Stop 4561

      February 15, 2006

Robert R. Kauffman
Chief Executive Officer
Alanco Technologies, Inc.
15575 North 83rd Street, Suite 3
Scottsdale, Arizona 85260

	Re:	Alanco Technologies, Inc.
		Registration Statement on Form S-3
		Filed January 19, 2006
		File No. 333-131140

		Form 10-KSB for the fiscal year ended June 30, 2005
		Form 10-QSB for the quarter ended September 30, 2005
		Form 10-QSB for the quarter ended December 30, 2005
		File No. 0-09347

Dear Mr. Kauffman:

	We have limited our review of your filings to those issues we
have addressed in our comments below.  Please respond to our
comments
on your periodic filings within ten business days from the date of
this letter.  Where indicated, we think you should revise your
registration statement 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.




Form S-3

General

1. We note your description of the shareholder rights plan on page
20.  Please revise your fee table and other disclosure, as
appropriate, to register the rights as separate securities along
with
your Class A common stock.  See CF Telephone Interpretations
Manual,
Section H.27.  You should have counsel amend exhibit 5.1 to
provide a
legality opinion for the rights.  Counsel should opine that the
rights are the binding obligations of the company.

Part II

Exhibit 5.1

2. In addition to the changes requested above, please revise this
exhibit to clarify the specific number of outstanding shares of
common stock (i.e., 1,975,000) for which the opinion is provided.
Subject to appropriate assumptions regarding compliance of future
issuances with the terms of convertible securities or the terms of
outstanding warrants, also state your opinion concerning the
5,908,262 shares not yet issued.

Form 10-KSB for the fiscal year ended June 30, 2005

Item 8A. Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 38

3. We note your disclosure that your "Based on various evaluations
of
the Company`s disclosure controls and procedures, some of which
occurred during the 90 days prior to the filing date of this
report,
the Chief Executive and Chief Financial Officers believe that
these
controls and procedures are effective to ensure that the Company
is
able to collect, process and disclose the information it is
required
to disclose in the reports it files with the SEC within the
required
periods" (emphasis added).  However, Rule 307 of Regulation S-B
requires management to evaluate disclosure controls and procedures
as
defined in Rule 13a-15(e) of the Exchange Act.  Please tell us
whether your CEO and CFO evaluated your disclosure controls and
procedures and determined that, as of the final period covered by
the
date of the report, they were "effective."  This comment also
applies
to you Item 3 disclosure in your Form 10-QSB for the quarters
ended
September 30 and December 31, 2005.  Please confirm that you will
take this comment into consideration in preparing your future Item
308(c) disclosure.

4. We also note your disclosure that "Since the date of the most
recent evaluation of the Company`s internal controls by the Chief
Executive and Chief Financial Officers, there have been no
significant changes in such controls or in other factors that
could
have significantly affected those controls, including any
corrective
actions with regard to significant deficiencies and material
weaknesses" (emphasis added).  Please note that Item 308(c) of
Regulation S-B requires that you disclose any changes to your
internal controls over financial reporting during the last fiscal
quarter (or the fourth quarter in the case of an annual report)
that
materially affected, or are reasonably likely to materially
affect,
internal controls over financial reporting.  Please confirm that,
during the quarter ended June 30, 2005, there were no changes to
your
internal controls over financial reporting that materially
affected,
or are reasonably likely to materially affect, your internal
controls
over financial reporting.  This comment also applies to you Item 3
disclosure in your Form 10-QSB for the quarters ended September 30
and December 31, 2005.  Please confirm that you will take this
comment into consideration in preparing your future Item 308(c)
disclosure.


*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendments 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 the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
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 a 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 Rule 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.

	If you have any questions regarding these comments, you may
contact Rebekah Toton at (202) 551-3857 or me at (202) 551-3730.

								Sincerely,



								Mark P. Shuman
								Branch Chief - Legal


cc:	Via Facsimile (480) 348-1471
	Steven P. Oman, Esq.
	Telephone: (480) 348-1470
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Robert R. Kauffman
Alanco Technologies, Inc.
February 15, 2006
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