SecProbe.io

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Mail Stop 6010

      September 21, 2005

Via U.S. Mail and Facsimile to (954) 556-4031

A. Ernest Toth
Chief Financial Officer
Ener1, Inc.
500 West Cypress Road - Suite 100
Ft. Lauderdale, FL 33309

	Re:	Ener1, Inc.
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
	Form 10-QSB for the Fiscal Quarters Ended March 31, 2005 and
June
30, 2005
      File No. 000-21138

Dear Mr. Toth:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition, page
14

Critical Accounting Policies, page 15

1. Tell us your consideration of disclosing your inter-company
transaction policy under this heading.

Financial Statements, page 25

General

2. We note in your risk factors on page 19 that investors should
consider, "challenges, expenses and difficulties that (you) will
face
as a development stage company."  Please tell us if you consider
the
company to be a development stage enterprise. See paragraphs 8 and
9
of SFAS 7.

Consolidated Statement of Operations, page 28

3. Other income and expense are normally non-operating expenses,
comprised of items such as dividends, interest and gains on sales
of
assets.  Revise future filings to restate interest expense as a
non-
operating expense, or tell us why your current presentation is
appropriate.

Note 1. Nature of Business, page 32

4. We note in September 2002 you acquired Ener1 Battery from your
majority shareholder, Ener1 Group.  Tell us how you accounted for
this
transaction and the accounting literature upon which you relied.
Include how you value the patents and equipment acquired.  If
Ener1
Group created these assets, it appears the assets would have no
basis
to be transferred to Ener1`s balance sheet.  Please advise.

Note 3. Significant Accounting Policies, page 33

Principles of Consolidation

5. Please show us the ownership structure of Ener1 Group in
greater
detail.  Specifically, how Ener1Group relates to other companies
to
which you refer.

Note 5. Property and Equipment, page 38

6. We note that machinery and equipment principally held for
production and not currently being used is not depreciated.
Please
explain why depreciation was suspended and show us your accounting
complies with GAAP.

Note 8. Consolidation of 49% Subsidiary (Enerlook Solutions,
Inc.),
page 40

7. We note that you continued to consolidate EnerLook after your
ownership fell to 49% in 2003.  Please discuss your basis for
consolidating EnerLook despite having less than majority
ownership.
As part of your discussion explain all rights held by Ener1 Group
and
the management and funding by TVR.

Note 10. Senior Secured Convertible Debentures Due 2009, page 41

8. We note that in January 2004 you sold $20 million of
convertible
debentures along with detachable warrants. Please explain in
greater
detail how the beneficial conversion feature was measured and how
you
are accounting for that feature including the amortization of the
associated discount.  Tell us when the notes become convertible
and
how the conversion price was determined.  Explain the significant
terms of the financing in detail and support your method of
valuing,
recording, accounting for and classifying the related balances in
the
financial statements. Refer to EITF 98-5 and 00-27 as necessary.

Note 11. EnerDel Formation, page 42

9. We see that on October 26, 2004, you and Delphi formed EnerDel,
Inc. through the contribution of cash, equipment, intellectual
property, warrants and preferred stock. Please tell us how you
valued
and accounted for the transaction.  Specifically, tell us how you
valued and accounted for the following:

* The lithium battery-related equipment and the intellectual
property
contributed by you and your subsidiaries.
* The EnerDel Series A Preferred Stock issued to Delphi.
* The warrants to purchase your common stock issued to Delphi.
* The lithium batter-related equipment and the patent portfolio
contributed by Delphi.

We may have additional comments after reviewing your response.

10. Also note that in instances where valuation models were
utilized
to determine the appropriate value of assets contributed, the
valuation technique utilized and the inherent assumptions used
should
be disclosed in all future filings.

11. In view of the significant charge of $14.9 million, please
tell us
and revise future filings to disclose details of the equipment
transfers to research and development.  We note you will continue
to
use the assets for R&D and product development.  Please explain
why
the write-off to research and development expense was appropriate
and
cite the GAAP upon which you relied. Also provide this information
for
the $10.5 million charge recorded for the period ended June 30,
2005.

Note 12. Sale of Series B Preferred Stock and Warrants to Purchase
Common Stock, page 44

12. Please tell us the significant terms of the conversion rights,
including when the rights are exercisable, how you calculated the
amount of the beneficial conversion feature, if any and how you
are
accounting for that feature including the amortization of the
associated discount. Include your analysis under SFAS 133 of
whether
the feature is a derivative. See EITF 98-5. Please provide similar
disclosures in future filings.

13. In this regard, we note that  you also issued warrants in
connection with your convertible preferred stock issuance.  Tell
us
and revise future filings to disclose the significant terms of the
warrants including the registration rights and penalties
associated
with the underlying share of the warrants.  Please tell us and
revise
future filings to disclose how you accounted for and classified
the
warrants and the associated registration rights.  Refer to EITF
00-19,
EITF 05-04 and SFAS 129 as applicable.

14. Revise future filings to disclose the liquidation preference
of
preferred stock on the face of the balance sheet as required by
SFAS
129, paragraph 6.

Note 17. Asset Impairment and Other Charges, page 47

15. We note that you recorded approximately $8.3 million of
impairment
charges due to the transfer of assets to EnerDel and the
reallocation
of manufacturing facilities. Please tell us and disclose in future
filings the following:

* A description of the impaired assets and the facts and
circumstances
which that lead to the impairment, refer to paragraph 26 of SFAS
144.
* Explain whether the fixed assets charge was estimated under the
held
for sale or held for use model.  Support that you have selected
the
appropriate model.  Note that the held for sale model is
appropriate
only if you have the current ability to dispose of an asset upon
receipt of an acceptable offer.  Refer to paragraph 34 of SFAS
144.
* With respect to machinery and equipment written down and
remaining
in use, tell us whether depreciation was suspended at the
impairment
date.  If not, how was subsequent depreciation measured.  If
depreciation was suspended, please explain why.
* Tell us the method for determining the assets fair value and
their
original cost basis. If these assets were acquired from a related
party, tell us how they were originally recorded and valued.

Form 10-KSB/A Filed May 16, 2005

16. We note that the certifications provided for your chief
executive
officer and chief financial officers are not dated. Please amend
this
filing to date these certifications.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Note 10. $14,225,000 Senior Secured Convertible Debentures Due
2009,
page 16

17. We note on March 11, 2005, that you sold $14.2 million of
convertible debentures along with detachable warrants.  Please
explain
the terms and conditions of conversion for the $14.2 million
convertible notes.  Tell us how the conversion price was
determined
and how you calculated the beneficial conversion feature.  Also,
explain the method and significant assumption used to value the
warrants.

18. In this regard, we note in connection with your sale of the
debentures and the issuance of the warrants, if you fail to
register
the shares underlying the debentures and the warrants, you will
have
to make certain payments to the holders.  Tell us the significant
terms of the warrants including any registration rights and
penalties
associated with the underlying shares of the warrants.  Tell us
and
revise your filing to disclose how you plan to account for and
classify the warrants and the associated registration rights.
Refer
to SFAS 129, EITF 00-19 and EITF 05-04.

Note 13. Itochu Corporation Investment and Investment in
Enerstruct,
page 20

19. We note that EnerDel paid to EnerStruct $1 million as a non-
refundable prepayment for engineering services and that this
amount
was recorded in research and development expense for the six
months
ended June 30, 2005. Please tell us how you have accounted for
this
transaction on a consolidated basis and the accounting basis for
recording the $1 million payment as an expense in the period
presented. Please cite the accounting literature which supports
your
conclusion.

Note 14. Related Party Transactions, page 22

20. Tell us and revise future filings to include a discussion of
the
fair value of the 5,000,000 shares of Splinex common stock.  Tell
us
how you accounted for these shares and the underlying business
purpose
of the merger. Revise future filing to clarify.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Kevin Kuhar, Staff Accountant, at (202) 551-
3662
or me at (202) 551-3554 if you have questions regarding these
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Martin James, Senior Assistant Chief
Accountant, at (202) 551-3671.

								Sincerely,

								Angela Crane
								Branch Chief

A. Ernest Toth
Ener1, Inc.
September 21, 2005
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