SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
          March 22, 2011  VIA U.S. MAIL and FACSIMILE

 Edward I. Reich Chief Financial Officer Capstone Turbine Corporation 21211 Nordhoff Street Chatsworth, CA  91311
 Re: Capstone Turbine Corporation
  Form 10-K for the fiscal year ended March 31, 2010
Filed June 14, 2010
  File No. 001-15957
Dear Mr. Reich:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements 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 w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Edward I. Reich
Capstone Turbine Corporation March 22, 2011 Page 2
Form 10-K for the fiscal year ended March 31, 2010

Item 8.  Financial Statements
 Note 3.  Inventories, page F-15

1. In future filings please provide disclo sure about the nature of non-current
inventory, including the age of the inventory and the timeframe over which you
expect to use the non-current  inventory.  Please provide us a sample of proposed
revised disclosure.
Note 9.  Fair Value Measurements, page F-27

2. On page F-28 you disclose that the input s to determine the fair value of the
derivative warrant liability is Level 2 in the fair value hierarchy.  Please tell us
how you determined that the derivative warrant valuation is Level 2 as opposed to Level 3 in the fair value hierarchy.  Please note that under FASB ASC 820-10-35-
37 the level in the fair value hierar chy should be determined based upon the
lowest level input that is significant to the fair value measurement in its entirety.
We also refer you to FASB ASC 820-10-55- 22 which states that a Level 3 input
would include historical volatility.

****

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
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provide a written 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Edward I. Reich
Capstone Turbine Corporation March 22, 2011 Page 3
You may contact Kristin Lochhead at (202) 551-3664 or Gary Todd at (202) 551-
3605 if you have questions regarding comments on the financial statements and related
matters.  If you have any other questions, pleas e do not hesitate to contact me at (202)
551-3676.

Sincerely,

     Brian Cascio  Accounting Branch Chief