SecProbe.io

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Mail Stop 6010

August 18, 2005

Jeffrey R. Mistarz
Chief Financial Officer
Electric City Corp.
1280 Landmeier Road
Elk Grove Village, Illinois 60007

Re:	Electric City Corp.
      Amendment No. 2 to Registration Statement on Form S-3
      Filed August 1, 2005
      File No. 333-123437
      Amendment No. 2 to Form 10-K For the Period Ended December
31,
2004
      File No. 001-16265

Dear Mr. Mistarz:

      We have the following comments to your filing.  Where
indicated, we think you should revise your document 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.
Please 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 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

General

1. Please file as correspondence your letters dated June 14 and
August 1, 2005 in response to our comment letter dated May 9,
2005.

Selling Stockholders -Page I-18

2. We not your response to prior comment 6.  If a selling
shareholder
is a broker-dealer, that selling shareholder must be identified as
an
underwriter in the prospectus unless it received the securities
being
registered as compensation for underwriting activities.  If such
is
the case, please revise your disclosure to the contrary in
footnote
(5) to clarify.

Form 10-K for the Year Ended December 31, 2004

Financial Statements and Supplemental Data - Page F-1

Note 2 - Basis of Presentation - Page F-8

3. Please refer to prior comment 32.  We note your response that
"a
majority of our commercial sales of Energy Saver units are made on
an
installed basis." Accordingly, it appears that EITF 00-21 may be
applicable to your installation obligation related to your product
sales.  Please tell us how you considered the applicability of
multiple-element revenue accounting as outlined in that guidance.
Unless you can show us that multiple-element accounting is not
applicable, that response should also show us that your
application
of the EITF is appropriate.  We may have further comment on
revenue
policy disclosure upon review of your response.

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

Condensed Consolidated Statement of Operations, Page 3

4. We noted on page 23 of Management`s Discussion and Analysis
that a
significant portion of your revenue for the year was attributable
to
a short term utility consulting engagement. Please revise future
filings to disclose revenues from the sale of products, services,
and
other products if revenues from any individual referenced
component
are more than 10 percent of the total revenue for the year.
Related
cost and expenses should be combined and grouped separately. Refer
to
Rule 5-03 (b) of Regulation S-X.

Note 3 - Revenue Recognition, Page 9

5. Please refer to prior comment 33.  Please revise future filings
to
specifically include the revenue recognition policy for this
arrangement with Xcel Energy.  Additionally your Management`s
Discussion and Analysis in future filings should include
discussion
of this policy and its impact on delaying revenue recognition on
the
previously delivered units.

Note 9 - Line of Credit, Page 14

6. We see that on February 28, 2005, you amended your revolving
credit facility with Laurus Master Fund which allowed you to
borrow
an amount in excess of the supportable borrowing base and reduced
the
fixed conversion price. Please tell us and revise future filings
to
disclose how you accounted for the significant terms of the credit
agreement and the amendment thereto.  Your response should
reference
the appropriate GAAP which supports yours conclusions.
Additionally,
please tell us how EITF 98-5 and EITF 00-27 impact your accounting
requirements for the conversion terms associated with the
agreement.
We may have further comments after reviewing your response.

Note 12 - Equity Issuances, Page 17

7. We note in item (d) that you issued warrants in connection with
the common stock issuance. You disclosed that that if you fail to
register the shares underlying the transaction, you will have to
pay
certain damages.  Please tell us how your classification and
accounting for the warrants and the associated registration rights
complies with GAAP.  Your response should reference the
appropriate
GAAP which supports yours conclusions.  Please tell us how SFAS
129,
EITF 00-19 and EITF 05-04 impact your accounting and disclosure
requirements for the common stock and warrants.  Revise future
filings to disclose how account for and classify the warrants and
the
associated registration rights.  We may have further comments
after
reviewing your response.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Kevin Kuhar at (202) 551-3662, or Jay Webb
at
(202) 551-3603, if you have questions regarding our comments on
the
financial statements and related matters.  Please contact Donald
C.
Hunt at (202) 551-3647 or me at (202) 551-3800 with questions
regarding our comments on any other part of your filing.

      Sincerely,

	Peggy Fisher
	Assistant Director

cc (via fax):	Andrew H. Connor - Schwartz Cooper Greenberger &
Krauss, Chtd.
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Jeffrey R. Mistarz
Electric City Corp.
August 18, 2005
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