SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
 November 21, 2007
  David W. Robinson, Esq. General Counsel and Corporate Secretary Glowpoint, Inc. 225 Long Avenue Hillside, NJ 07205
Re: Glowpoint, Inc.
Registration Statement on Form S-1 Filed October 22, 2007
  File No. 333-146838   Annual Report on Form 10-K for the year ended December 31, 2006   Filed June 6, 2007   File No. 000-25940   Form 10-Q for period ended September 30, 2007   Filed November 14, 2007   File No. 000-25940

Dear Mr. Robinson:

We have reviewed the above filings and have the following comments.  We have
limited our review of your Form S-1 to cons ideration of your disc losure concerning the
convertible note, warrant and preferred shar e transactions and related matters and we
have limited our review of your Forms 10-K an d 10-Q to the comments set forth below.
Where indicated, we think you should revise your documents 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with 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 re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 2
Registration Statement on Form S-1

General
 1. We note that you are registering the sale of 42,111,582 shares.  Given the size
relative to the number of shares outstanding held by non-affiliates, the nature of
the offering and the selling security hol ders, the transacti on appears to be a
primary offering.  Because you are not eligible to conduct a  primary offering on Form S-3 you are not eligible to conduc t a primary at-the-market offering under
Rule 415(a)(4).  Therefore, the offering price of the common stock must be fixed
for the duration of the offering and the sel ling shareholders must be identified as
underwriters in the filing.       If you disagree with our analysis, please advise the staff of the company’s basis
for determining that the transaction is a ppropriately characterized as a transaction
that is eligible to be made under Rule  415(a)(1)(i).  In your analysis, please
address the following among any other relevant factors:
• The number of selling shareholders  and the percentage of the
overall offering made by each shareholder;

• The date on which and the manner in which each selling shareholder received the shares and/or the overlying securities;

• The relationship of each selling shareholder with the company,
including an analysis of whether the selling shareholder is an affiliate of the company;

• Any relationships among the selling shareholders;

• The dollar value of the shares registered in relation to the proceeds that the company received from the selling shareholders for the
securities, excluding amounts of proceeds that were returned (or will be returned) to the selling shar eholders and/or their affiliates
in fees or other payments;

• The discount at which the shareholders will purchase the common stock underlying the convertible no tes (or any rela ted security,
such as a warrant or option) upon conversion or exercise; and

• Whether or not any of the selling shareholders is in the business of buying and selling securities.

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 3
Prospectus Summary, page 1

The Offering, page 3
 2. Disclose that the number of shares being registered represents  __% of your shares
currently outstanding and __% of your shares held by persons other than the
selling shareholders, affiliates of the company or affiliates of the selling shareholders as of a recent date.
 3. Disclose the conversion price of the Series C preferred stock.

Management’s Discussion and Analysis, page 32

March and April 2006 Financing, page 34
Non-Exercisability of Series B Warrants, page 35
September 2007 Financing, page 36
 4. Please disclose all material terms of the notes, warrants and preferred shares
overlying the shares being registered for resale.  For example, describe the following:

• the anti-dilution and other terms of  the notes, warrants and preferred
shares that could result in an adjustment to the conversion/exercise price (including any provisions whereby the conversion/exercise price may be
adjusted based on the market price of the company’s stock);

• the minimum Adjusted EBITDA requirement;
 • the company’s option to pay interest in cash or additional convertible
notes;

• optional and mandatory redemption/prepayment and conversion
provisions; and

• the beneficial ownership limitations.

These are just examples.  Please expand your disclosure accordingly.

5. Please disclose whether registration right s exist with respect to the shares
underlying the 6,180,000 Series B warrants issued in the March/April 2006 financing or the 3,625,000 warrants which were amended in that financing.  If so, describe the terms of such registration rights .

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 4
6. Please disclose the term of the Series B warrants and indicate whether any holders
have objected to your non-exercisability determination.

7. Please disclose the total do llar value of the securities underlying the convertible
notes, warrants and preferred shares that you have registered for resale (using the
number of underlying securitie s that you have registered for resale and the current
market price per share for those securities).
 8. Please provide tabular disclosure of th e dollar amount of each payment (including
the value of any payments to be made in  common stock) in connection with the
transaction that you have made or may be required to make to any selling
shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding the transaction
(including any interest payments, origin al issue discount, liquidated damages,
payments made to “finders” or “placeme nt agents,” and any other payments or
potential payments).  Please provide footnot e disclosure of the terms of each such
payment.  Please do not include any repa yment of principal on the convertible
notes in this disclosure.

Further, please disclose the net proceeds  to the issuer from the sale of the
convertible notes and the total possible pa yments to all selling shareholders and
any of their affiliates in the first year following the sale of convertible notes.

9. Please provide tabular disclosure of:

• the gross proceeds paid or payable to  the issuer in the convertible note
transactions;

• all payments that have been made or that may be required to be made by
the issuer that are disclosed in  response to comment eight;

• the resulting net proceeds to the issuer; and

• the combined total possible profit to  be realized as a result of any
conversion discounts regarding the secu rities underlying the convertible
notes, warrants, preferred shares and any other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to comments ten and eleven.

Further, please disclose – as a percenta ge – of the total am ount of all possible
payments (as disclosed in response to  comment eight and the total possible
discount to the market price of the sh ares underlying the convertible note (as
disclosed in response to comment ten divi ded by the net proceeds to the issuer
from the sale of the convertible notes, as well as the amount of that resulting
percentage averaged over the te rm of the convertible notes.

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 5

Selling Stockholders, page 67
 10. Please provide tabular disclosure of:

• the total possible profit the selling shar eholders could rea lize as a result of
the conversion/exercise price discou nt for the securities underlying the
convertible notes and warrants overlyi ng the shares being registered for
resale, presented in a table with the following information disclosed
separately:

• the market price per share of the securities underlying the convertible
notes and warrants based upon the current market price of  the issuer’s
stock;

• the conversion/exercise price per sh are of the underlying securities on
the dates of the sales of the convertible notes and warrants;

• the total possible shares underlying the convertible notes and warrants (assuming no interest payments and complete conversion/exercise throughout the terms of the notes/warrants);

• the combined market price of the total number of shares underlying the
convertible notes and warrants, calculated by using  the current market
price per share and the total possibl e shares underlying the convertible
notes and warrants;

• the total possible shares the selling shareholders may receive and the
combined conversion/exercise price of the total number of shares underlying the convertible notes a nd warrants calculated by using the
conversion/exercise price of the convertible notes and warrants and the total possible number of shares the selling shareholders may receive;
and

• the total possible discount to the current market price, calculated by subtracting the total conv ersion/exercise price of the convertible notes
and warrants from the combined mark et price of the total number of
shares underlying the convertible notes and warrants.

11. Please provide tabular disclosure of:

• the total possible profit to be rea lized as a result of any conversion
discounts for securities underlying an y other notes, warrants, preferred
shares or other securities of the i ssuer that are held by the selling

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 6
shareholders or any affiliates of th e selling shareholders, presented in a
table with the following information disclosed separately:

• market price per share of the underl ying securities on the date of the
sale of that other security;

• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

- if the conversion/exercise price per share is set at a fixed price, use
the price per share on the date of th e sale of that other security; and

- if the conversion/exercise price per share is not set at a fixed price
and, instead, is set at a floating ra te in relationship to the market
price of the underlying securit y, use the conversion/exercise
discount rate and the market rate per share on the date of the sale
of that other security and determ ine the conversion price per share
as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;

• the total possible shares  to be received and the combined conversion
price of the total number of shares  underlying that other security
calculated by using the conversion pri ce on the date of th e sale of that
other security and the total possibl e number of underlying shares; and

• the total possible discount to the market price as of the date of the sale
of that other security, calculated by subtrac ting the total
conversion/exercise price on the date of  the sale of that other security
from the combined market price of the total number of underlying
shares on that date.

12. Please provide tabular disclosure of all prior securities transactions between the
issuer (or any of its predecessors) and the selling shareholders, any affiliates of
the selling shareholders, or any person with whom any selling shareholder has a
contractual relationship regarding the tr ansaction (or any pr edecessors of those
persons), with the table including the fo llowing information disclosed separately
for each transaction:

• the date of the transaction;

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 7

• the number of shares of the class of securities subject to the transaction
that were outstanding pr ior to the transaction;

• the number of shares of the class of securities subject to the transaction
that were outstanding prior to the transaction and held by persons other
than the selling shareholders, affiliate s of the company, or affiliates of the
selling shareholders;

• the number of shares of the class of securities subject to the transaction
that were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securities that were issued
or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of sh ares issued and outstanding prior to
the applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;

• the market price per share of the cl ass of securities subject to the
transaction immediately prior to the tran saction (reverse sp lit adjusted, if
necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).
 13. Please provide tabular disclosure comparing:

• the number of shares outstanding pr ior to the convertible note and
preferred stock  transactions that are held  by persons other than the
selling shareholders, affiliates of  the company, and affiliates of the
selling shareholders;

• the number of shares registered for resale by the selling shareholders
or affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for resale by the selling shareholders
or affiliates of the selling shareholders that continue to be held by the
selling shareholders or affiliates of the selling shareholders;

• the number of shares that have b een sold in registered resale
transactions by the selling shareholders or affiliates of the selling
shareholders; and

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 8
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current
transaction.
 In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

14. Please disclose the following information:

• whether the issuer has th e intention, and a reason able basis to believe
that it will have the financial ability, to make all payments on the
overlying securities; and

• whether – based on information obtained from the selling shareholders – any of the selling shareholders have  an existing short position in the
company’s common stock and, if any of the selling shareholders have an existing short position in the comp any’s stock, the following additional
information:

- the date on which each such selling sh areholder entered into that short
position; and

- the relationship of the date on which each such selling shareholder entered into that short position to the dates of the announcements of the convertible note transactions and the filing of the registrati