SecProbe.io

September 27 , 2013

Via E -mail
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California

Re: Capstone Turbine Corporation
 Form 10-K
Filed June 13, 2013
File No. 001-15957

Dear Mr. Jamison :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to our comment , we may have additional comments.

Item 11.  Executive Compensat ion

1. We see from your disclosure in the “Summary Compensation Table” on page 35 of your
proxy statement that you have incorporated by reference int o your annual report on
Form  10-K that the value of the fiscal 2013 stock and option awards to your named
executive officers increased significantly, in some cases doubling , from the value of the
same awards made in fiscal 2012.  Please tell us, and expand your compensation
discussion and analysis in future filings to disclose, as appropriate, how you determined
the size of the stock and option awards granted to each named executive officer , how and
why those stock and option awards varied among the named executive officers and how
and why the compensation committee determined to increase or decrease the value of
those awards as compared to the prior year .  Refer to Regulation S -K Item 402(b)(1)(v)
and (b)(2)(ix).  For additiona l guidance, please see “Staff Observations in the Review of
Executive Compe nsation Disclosure” available at
http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm .

Darren R. Jamison
Capstone Turbine Corporation
September 27, 2013
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 filin g includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the 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 t he disclosures they have made.

In responding to our comment, 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Jay Mumford, reviewing attorney, at (202) 551 -3637 or Tim Buchmiller,
staff attorney, at (202) 551 -3635  with other questions.

Sincerely,

 /s/ Tim Buchmiller for

 Amanda Ravitz
Assistant Director

cc (via e -mail):  J. Chase Cole,  Esq.
 Waller Lansden Dortch  & Davis, LLP