January 24, 2005


Stop 03-06


Mr.  John J. Cousins
Vice President, Finance
Advanced Optics Electronics, Inc.
8301 Washington N.E., Suite 5
Albuquerque, NM 87113


Re: 	Advanced Optics Electronics, Inc.
	SEC File No. 0-24511
	Form 8-K; Dated  January 13, 2005/Filed January 20, 2005



Dear Mr.  John J. Cousins:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-B.
It is not sufficient to state that the company approved new
auditors
to "replace" the former accountant.  Strict adherence to the
requirements of Item 304 are required.

2. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16.1
letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.
      .	.	.

	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 have 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 the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

	The amendment should be filed in response to these comments
within 5 business days of the date of this letter.

	Any questions regarding the above comments may be directed to
myself at (202) 942-2812.


							Sincerely,



							Dennis C. Hult
							Staff Accountant
??

(..continued)







Mr.  John J. Cousins
Advanced Optics Electronics, Inc.
January 24, 2005
Page 2