Mail Stop 6010

      October 4, 2005

John J. Dupont
President, Chief Executive Officer and Director
Utilicraft Aerospace Industries, Inc.
554 Bricoe Boulevard
Lawrenceville, GA 30045

	Re:	Utilicraft Aerospace Industries, Inc.
Registration Statement on Form SB-2
Filed October 3, 2005
		File No. 333-128758

Dear Mr. Dupont:

	This is to advise you that a preliminary review of the above-
referenced registration statement indicates that it fails in
material
respects to comply with the requirements of the Securities Act of
1933, the rules and regulations under that Act, and the
requirements
of Form SB-2. Specifically, you did not include a signed audit
report
within your Form SB-2 filed in EDGAR. Please amend to include an
audit report that includes the conformed signature of your
independent auditor.  Refer to Article 2 of Regulation S-X. We
will
defer review of your registration statement until you file an
amendment that contains a signed audit report, at which time we
will
commence a review of your filing and issue comments.

	You are advised that we will not recommend acceleration of
the
effective date of the registration statement and that, should the
registration statement become effective in its present form, we
would
be required to consider what recommendation, if any, we should
make
to the Commission.

	We suggest that you submit a substantive amendment correcting
the deficiencies or withdraw the filing.






	You may contact Tara Harkins at (202) 551-3639 if you have
questions regarding the financial statements and related matters.
Please contact Adelaja Heyliger at (202) 551-3636 with any other
questions.

      				Sincerely,



      Russell Mancuso
      Branch Chief

cc (via fax):  	Phillip W. Offill, Jr. Esq., Godwin Gruber,
L.L.P.  214.527.3173
John J. Dupont
Utilicraft Aerospace Industries, Inc.
October 4, 2005
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