SecProbe.io

October 21, 2014

Via E -mail
Mark J. Cola
President and Chief Executive Officer
Sigma Labs, Inc.
100 Cienega Street, Suite C
Sante Fe, New Mexico 87501

Re: Sigma Labs, Inc.
 Registration Statement on Form S-3
Filed  September 23, 2014
  File No.  333-198893

Dear Mr. Cola:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are conducting a primary offering on a Form S -3. It does not appear that
you are eligible to conduct this offering on a Form S -3 registration statement. Transaction
Requirement Instruction I.B.1 may be used to establish a regist rant’s eligibility if the
aggregate market value of the voting and non -voting common equity held by the
registrant’s non -affiliates is $75 million or more. Based on our review of your latest Form
10-K, it does not appear that you meet this requirement. Ins truction I.B.6(a) requires that
the aggregate market value of securities sold by or on behalf of the registrant pursuant to
this instruction is no more than one -third of the aggregate market value of the voting and
non-voting common equity held by non -affiliates of the registrant. It does not appear that
you meet this requirement either. Please explain to us why you are eligible to use the
Form S -3, providing calculations where applicable. Alternatively, please amend your
registration statement on an approp riate form.

Mark J. Cola
Sigma Labs, Inc.
October 21, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since th e 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as 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.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Jerard Gibson, Attorney -Advisor, at (202) 551-3473 or me at (202) 551 -
3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
 Branc h Chief

cc: William D. Gould
Darren T. Freedman
TroyGould PC