TOWER TECH HOLDINGS, INC.
980 Maritime Drive, Suite 6
Manitowoc, Wisconsin 54220
(920) 684-5531
June 22, 2006
Brian K. Bhandari, Staff Accountant
Division of Corporation Finance
Mail Stop 3561
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Tower Tech Holdings, Inc. |
Item 4.01 Form 8-K
Filed May 17, 2006
File No. 000-31313
Dear Mr. Bhandari:
Please be advised that Tower Tech Holdings, Inc. amended the above-referenced report on Form 8-K to file a letter from Kyle L. Tingle, CPA, LLC as Exhibit 16 in accordance with Item 304(a)(3) of Regulation S-B on June 15, 2006.
In response to your letter of June 2, 2006, Tower Tech Holdings, Inc. (the “Company”) acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | 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. |
Sincerely,
/s/ SAMUEL W. FAIRCHILD
Samuel W. Fairchild
Interim Chief Executive Officer