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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2007



Material Technologies, Inc.
(Exact name of registrant as specified in its chapter)



Delaware
(State or other jurisdiction
of incorporation

33-23617
(Commission
File Number)

95-4622822
(IRS Employer
Identification No.)


11661 San Vicente Boulevard, Suite 707
Los  Angeles,  California
(Address of principal executive offices)

90049
(Zip Code)



(310) 208-5589
Registrant's telephone number, including area code



N/A
(Former name or former address, if changed since last report)











Section 7 – Regulation FD
Item 7.01     Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 is the Letter to Shareholders sent by the Company on October 10, 2007.  Pursuant to General Instruction B.2 of Form 8-K, the information in this Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Section 9 – Financial Statements and Exhibits
Item 9.01     Financial Statements and Exhibits

          (c)        The following exhibit is being furnished herewith:

          Exhibit No.     Exhibit Description

          99.1                 Letter to Shareholders dated October 10, 2007


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 12, 2007                                              MATERIAL TECHNOLOGIES, INC.,
                                                                                     a Delaware corporation


                                                                                      /s/ Robert M. Bernstein                                   
                                                                                     By:  Robert M. Bernstein
                                                                                     Its:  Chief Executive Officer








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