Mail Stop 3561

September 11, 2006

Charles Sander, President
Catcher Holdings, Inc.
39526 Charlestown Pike
Hamilton, VA  20158-3322


      RE:  Catcher Holdings, Inc. ("the company")
              Amendment No. 2 to Registration Statement
              on Form SB-2
              Filed August 15, 2006
              File No.  333-133579

Dear Mr. Sander:

We have reviewed your amended 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.

General

1. Please update your registration statement for the events
disclosed
in the Form 8-K filed September 1, 2006.

2. We note the termination of employment of your CFO.  We also
note
the disclosure in your Form 10-QSB for the quarter ended June 30,
2006 that your "Chief Executive Officer and [your] Chief Financial
Officer determined that, [your] disclosure controls and procedures
could be strengthened by considering and documenting alternative
accounting positions with respect to complex transactions."
Please
revise your prospectus, including your Risk Factors and MD&A
sections, to provide appropriate disclosure.

Risk Factors, page 9

3. We note your supplemental response to the second comment of our
last letter.  The second paragraph of your response suggests that
the
registrant was aware of its lack of compliance with the federal
securities laws when it filed the three Form S-8 registration
statements.  It would appear appropriate to disclose this matter
and
explain the possible adverse effects on the registrant as a
result.

Consolidated Statement of Shareholders` Equity, F-7

4. It appears that 46,640 shares that were previously disclosed as
issued during the year ended December 31, 2004 are no longer being
presented.  It would also appear that these shares, in addition to
the 301,875 issued in April 2005, represent the 348,515 shares
transferred as part of the UST transaction as disclosed on in note
9
on F-21.  Please clarify and revise to correct this mathematical
inaccuracy.

Notes to Consolidated Financial Statements

Note 10 - Stock-Based Compensation, F-24

5. Please revise to provide the minimum required disclosures of
SFAS
123(R) and SFAS 148.


Form 10-QSB for the quarterly period ended June 30, 2006

Item 3.  Controls and Procedures, page 27

6. The company`s conclusion on the effectiveness of the disclosure
controls and procedures for the period ended June 30, 2006 is
unclear.  The company concluded that the disclosure controls and
procedures were effective for the quarter ended June 30, 2006, but
in
the subsequent paragraph stated that the disclosure controls and
procedures could be strengthened as a result of a restatement.
Item
307 of Regulation S-B requires that when you amend your periodic
reports to file your restated financial statements, the effect of
the
restatement on the officers` conclusions regarding the
effectiveness
of the company`s disclosure controls and procedures should be
disclosed. In addition, if the officers` conclude that the
disclosure
controls and procedures were effective, despite the restatement,
the
basis for the officers` conclusions should be disclosed. Please
revise.

Other Exchange Act Filings

7. Please revise your Forms 10-KSB for the year ended December 31,
2005 and 10-QSB for the quarterly periods ended March 31, 2006 and
June 30, 2006 and any other applicable filings to comply with the
comments above.

Other Regulatory

8. Please provide a currently dated consent of the independent
accountants in any amendments.

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
provide 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.

Please contact Angela Halac at (202) 551-3398 with any accounting
related questions, and Janice McGuirk at (202) 551-3395 with any
other questions.




	Sincerely,





	John Reynolds

	Assistant Director




cc:   Jeremy D. Glaser, Esq.
        via fax  (858) 720-5125

Charles Sander
Catcher Holdings, Inc.
September 11, 2006
Page 1