MAIL STOP 3561
      November 21, 2005

Rudy Wilson, Chief Executive Officer
Asia Automotive Acquisition Corporation
401 South Old Woodward, Ste. 450
Birmingham, MI 48009

      Re:	Asia Automotive Acquisition Corporation
   Amendment No. 1 to Registration Statement on
   Form S-1
   Filed October 21, 2005
   File No. 333-127755

Dear Mr. Wilson,

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

Registration Fee Table

1. We note the exercise price for the units underlying the
representative unit purchase option have been increased to $10 per
share.  We also note the increase in the price of the shares of
common stock underlying the warrants included in the
representative`s
units to $6.65.  Please revise the registration fee accordingly.

Prospectus Cover Page

2. We note the additional disclosure that the underwriters have
agreed to defer a portion of their underwriting fees until a
business
combination is consummated.  Please address in your discussion
when
any applicable restricted period would end.

Prospectus Summary, page 1

3. On page three, please revise to quantify the total amount of
loans
currently accruing interest that would be paid with proceeds not
held
in trust.

Risk Factors, page 7

4. Clearly state the risk to the company and/or investors in the
subheading to risk factor eight.

5. We note your response to comment nine of our letter dated
September 28, 2005.  We note the replacement of the term "equity
stake" with the phrase "investment in the common stock of the
resulting company."  Please revise to elaborate your reference to
the
"investment in the common stock."  Considering the initial
investment
was $25,000, please revise to substantiate the implication that
the
investment`s value will be significantly more than the initial
contribution.

6. We note the revision in risk factor 15 that $1,100,000 "will be
able to pay the cost of completing a business combination."  The
revision appears to imply that the funds not held in trust will be
enough to pay the cost of consummating a business combination.  If
that is not the implication you intend to make, please revise
accordingly.  If it is, please substantiate.

7. Please revise the narrative in risk factor 36 to discuss the
risk.

8. Revise the subheading to risk factor 41 to discuss the risk to
the
company and/or investors.

9. We note your response to comment 19 of our letter dated
September
28, 2005.  If there is no possibility that you could acquire or
merge
with a related entity, please revise the disclosure in the last
paragraph of page 42 accordingly.

Use of Proceeds, page 21

10. We note the omission of an amount allocated to working capital
in
the table.  Please revise to include this amount.

11. We note your response to comment 20 of our letter dated
September
28, 2005.  Please revise the appropriate sections to elaborate on
this experience and provide a cross reference.  Does management
have
experience in acquiring companies in your target industry in Asia?
Does management`s experience consist of searching for a target
company without having done any research, locating any initial
targets or being approached by a target?  Were these companies of
comparable size to 80 percent of your future net assets?

12. We note your response to comment 22 of our letter dated
September
28, 2005.  It would appear that you would owe the loaned amount
plus
interest.  If that is the case, please revise to update the amount
of
interest you would have to pay.

Management`s Discussion and Analysis, page 26

13. We note your response to comment 25 of our letter dated
September
28, 2005.  Please revise to explain how management`s experience
substantiates your belief you will not need additional financing
following this offering to meet a targets operating business
requirements.  Has management participated in the acquisition and
management of companies valued at 80 percent of your future net
assets?

Proposed Business, page 28

14. We note your response to comment 26 of our letter dated
September
28, 2005.  Please explain how the underwriter`s advice that this
was
a reasonable size is consistent with management`s prior
experience.
Did management come up with an estimate first that matched the
underwriter`s advice?  The precise nature of management`s
knowledge
or estimates is appropriate for investors to understand the
investment they are undertaking.

15. Please revise the document to reflect your supplemental
response
to comment 26 of our letter dated September 28, 2005 that you have
"not taken any direct or indirect measures to locate a target
business" and that no companies have contacted you.

16. We note your response to comment 27 of our letter dated
September
28, 2005.  Please revise to cite the "independent forecasts" that
lead to your belief that there is a favorable environment for
making
acquisitions.  Also, please provide the source for the information
on
page 28, such as that "vehicle production in Asia will increase
five
fold by 2011 and begin to approach the levels of North American
and
European markets."

17. We note your response to comment 29 of our letter dated
September
28, 2005 and reissue the comment.  Please revise to discuss how
you
will solicit proposals and how unsolicited parties would become
aware
of your search.  We note that you may pay professionals if you
engage
them.  Does this imply that you will not pay any solicited or
unsolicited nonprofessionals?  If so, please discuss your basis
for
believing such persons would introduce you to targets without
expecting compensation, whether monetary or otherwise.  If not,
please discuss how you would determine any finder`s fees.

18. We note that you are seeking small and medium size supplier
firms
with annual revenues from $25 to 50 million.  Please discuss any
research you have undertaken to determine this amount.  State the
estimated number of companies that fall within this range.

19. We note the additional disclosure that the relationship of
employees to revenue is $20,000 - $40,000 per employee.  First,
please provide the basis for this disclosure.  Second, please
revise
to discuss how you determine which number to use between $20,000
and
$40,000 when estimating potential targets` revenues.

20. We note your supplemental response to comments 33 and 34 of
our
letter dated September 28, 2005 that existing shareholders have
agreed to vote any shares held by them, including shares owned
prior
to this offering, shares acquired in this offering and in the
aftermarket, in accordance with the majority of the shares of
common
stock voted by the public stockholders in connection with a
potential
business combination.  The disclosure currently indicates that
this
applies only to the shares owned immediately prior to the
offering.
See disclosure on page 31.  Please revise the prospectus
accordingly.

21. We note your response to comment 35 of our letter dated
September
28, 2005.  As requested above in several comments.  Please revise
to
discuss management`s specific experience that is relevant to any
beliefs disclosed.

Management, page 38

22. Discuss the business of Asia Development Capital LLC.  Also,
please name the automotive business consulting and investment
management firm where Mr. Herren was executive director of
marketing
and sales from 1999 to 2002.  Discuss Mr. Herren`s associations
with
General Motors and its subsidiary Delphi from 1968 to 2002.

23. Please discuss the business experience for Dr. David Brophy
for
the past five years.  Please provide the beginning and ending
dates
of employment.

24. Remove the reference to the $300 million investment portfolio
for
Coastal Power.

25. Disclose Mr. Bansal`s role at Asia Development Capital LLC.

26. Disclose Mr. Runkle`s business experience from June 2005 to
the
present, Mr. Gandhi`s business experience from 2002 to the present
and Mr. Hamdan`s business experience from July 2004 to the
present.

27. Disclose the time period during which Mr. Sirikupphokakorn has
been employed as general manager of Prodrive Automotive
Technology.

28. Clarify the number of shares that will be provided to the
advisors from Asia Development Capital LLC.

29. We note your response to comment 37 of our letter dated
September
28, 2005.  It would appear from your response that the special
advisors do have any fiduciary obligations towards investors in
this
company.  If that was your intended response to our prior comment,
please revise the disclosure in this section to reflect so and
explain the implication of the special advisors not being
fiduciaries.

Conflicts of Interest, page 41

30. Please revise the sixth bullet item to explain the reason why
management would view a target company in a favorable light.

Principal Stockholders, page 43

31. Please update the disclosure in this section.  Currently the
information is as of August 22, 2005.

32. Dr. Brophy and Mr. Runkle should be included in the beneficial
ownership table.  The nature of ownership should be included in a
footnote.

33. We note your response to comment 41 of our letter dated
September
28, 2005 and reissue the comment.  The agreement to purchase the
warrants appears to be a bid or inducement during the restricted
period.  Please refer to the Division of Market Regulation`s
letter
to Key Hospitality (October 12, 2005).  Please explain the warrant
purchase agreements fall within Rule 10b5-1.

34. We note your response to comment 43 of our letter dated
September
28, 2005.  You state that the purchases are mandatory so long as
the
prices do not exceed $1.40.  Exhibit 10.10 states that Rodman or
some
other broker will execute the purchases at their sole discretion
and
depending on market conditions.  It then appears that Rodman or
some
other broker could chose not to make execute those purchases on
behalf of the undersigned parties even if the price is less than
$1.40.  If so, please revise to reflect the nature of the warrant
purchase agreement in this document.

We also note your response to comment 61 of our letter dated
September 28, 2005.  The language you cite to immediately
following
the sentence discussing Chardan Capital Markets and Rodman`s
purchases for themselves, as such it is not clear the timing
disclosure is applicable to the purchases subject to exhibit
10.10.

35. We note your response to comment 44 of our letter dated
September
28, 2005.  Please explain the purpose of having a designee that
will
be able to attend all board meetings and receive non-public
communications of the company and how this complies with Rule
10b5-1.
Even though you will have safe guards, please revise to clarify
there
that you will be able to place a designee in board meetings.

36. We note your response to comment 45 of our letter dated
September
28, 2005.  We do not understand why the confidence of persons or
entities who are not participating in your business plan is
relevant
and requires demonstration.

Financial Statements

Note 5 - Commitments and Related Party Transactions, page F-8

37. We note your response to prior comment 56 and have the
following
additional comments regarding the UPO:
* Please clarify your disclosure regarding the timing of the
issuance
of the UPO, including whether the issuance of the UPO is dependent
on, or in any way related to, the effectiveness of the
registration
statement.  Your current disclosure, which states that the Company
has agreed to sell the purchase option to the underwriter, does
not
address the timing of the issuance, or whether the UPO will be
issued
if the proposed offering is not consummated.
* We note your disclosure of an expected life of four years, while
the UPO has a five year contractual life.  In general, we believe
that equity instruments issued to non-employees should be valued
using the full contractual life as the expected life assumption.
Please revise your disclosure accordingly, or explain in more
detail
your basis for using a shorter expected life.  We note that you
are a
recently formed registrant and as such, presumably would not have
relevant experience issuing similar instruments to the underwriter
that may support a shorter expected life assumption.
* The disclosed valuation of $944,540 appears to be inconsistent
with
the valuation assumptions in your disclosure.  Please revise the
disclosure accordingly, or provide us with your calculation of the
amount.
* Please revise your disclosures on pages 27, 48, and 52 to
clarify
whether the exercise price of the UPO warrants is equal to 133% or
125% of the exercise price of the warrants included in the units
sold
in the offering.

38. We note your disclosure on page 6 that the underwriters have
agreed to defer a portion of their underwriting fees until the
consummation of a business combination.  Please revise your
disclosure in Note 5 to include this provision.  Also, please tell
us
whether you will have any liability to the underwriter for the
deferred fees in the event that the business combination is not
consummated.  If so, please revise your disclosure to include this
commitment.



Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

      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 Rules 460 and 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.

      You may contact Carlton Tartar (202) 551-3387 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.

						Sincerely,



						John Reynolds
      Assistant Director

Cc:  	Paul Kavanaugh
	Fax #  248-645-2690

Rudy Wilson, Chief Executive Officer
Asia Automotive Acquisition Corporation
November 21, 2005
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