Correspondence Letter

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BA0m2y2EP2Owe8QlfQIz2zZc/ok8sk8wHYxC0TvRHpHOx9SMgbpIUOd0aKEPnnJS XVsGX06Q7BZ3l+LwrXJUuw== 0001193125-05-130740.txt : 20060901 0001193125-05-130740.hdr.sgml : 20060901 20050624135352 ACCESSION NUMBER: 0001193125-05-130740 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAE SYSTEMS INC CENTRAL INDEX KEY: 0001084876 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 770588488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3775 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-952-8200 MAIL ADDRESS: STREET 1: 3775 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: NETTAXI INC DATE OF NAME CHANGE: 19990422 CORRESP 1 filename1.htm Correspondence Letter

June 13, 2005

Mr. David Burton

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 6010

Washington, D.C. 20549-6010

RE:

RAE Systems Inc.

Item 4.02 Form 8-K filed May 17, 2005

File No. 001-31783

Dear Mr. Burton:

In response to your letter dated June 6, 2005, please note RAE Systems Inc. (the “Company”) filed an amended Form 10-K/A for fiscal year 2004 with the Securities and Exchange Commission (“SEC”) restating its financial statements for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 on June 7, 2005. On the same date, the Company filed with the SEC its Form 10-Q for the quarterly period ended March 31, 2005.

The Company also acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing; that 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 that 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.

If you have any questions, please feel free to call me at 408-952-8404.

Sincerely,

/s/ Donald W. Morgan

Donald W. Morgan

Chief Financial Officer

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