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corresp

August 1, 2005

Mr. Donald C. Hunt

Attorney-Advisor

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC 20549

    Re:

    Electric City Corp.

    Amendment No. 1 to Registration Statement in Form S-3

    Filed April 15, 2005

    Amendment No. 1 to Form 10-K for the period Ended December 31, 2004

    File No. 001-16265

Dear Mr. Hunt:

This letter is in response to your letter of May 9, 2005 in which you provided comments to the
above referenced filings.

Attached is a copy of the second amendment to our Registration Statement on Form S-3, marked to
show changes from the first amendment to our Registration Statement on Form S-3 filed with the SEC
on April 15, 2005.

The following are our responses to the comments contained in your letter relating to our
Registration Statement on Form S-3:

    Your

Comment #

    Comment/Response

    1.

    Please revise to provide concrete, everyday
language to explain to investors who might not work in
your industry what you mean by phrases like “negative
power system,” “demand response system” and “building
and environmental control solutions.”

    We have revised the description of our business to
provide additional explanation of these terms.

    Your

Comment #

    Comment/Response

    2.

    We note your statement that your EnergySaver
system technology “has applications in commercial
buildings, factories and office structures, as well as
street lighting and parking lot lighting.” Please
revise your disclosure, if necessary, to differentiate
between current and potential applications for your
EnergySaver system technology.

    We have revised our disclosure to indicate that all of
the listed applications are current applications for
the EnergySaver.

    3.

    We note your disclosure in the first paragraph of
the introductory paragraph that the risk factors “may
not be exhaustive.” Please revise the introductory
paragraph to clarify that your disclosure includes all
material risks known to you, and revise your Risk
Factors section as appropriate to ensure that your
disclosure address all such risks.

    We have revised the introductory paragraph as
requested. We have reviewed and revised our Risk
Factors section and believe it is complete based on
the facts currently known to us.

    4.

    Include a separate risk factor disclosing the
risks associated with your dependence on a few
customers, and quantify the percentage of revenues
attributable to major customers for each of the last
three years.

    A risk factor disclosing the risks associated with our
dependence on a few customers has been added and we
have indicated the percentage of our total revenue
attributable to each of the customers who accounted
for more than 10% of our consolidated revenue in each
of the last three years.

    5.

    We note that the selling stockholders may engage
in short sale transactions. Please expand your
disclosure to briefly explain the terms “short sale”
and “short sales against the box.”

    We have provided brief descriptions of the terms
“short sale” and “short sales against the box.”

    6.

    Please tell us whether any of the selling
stockholders are broker-dealers or affiliates of a
broker-dealer. Any selling stockholder who is a
broker-dealer must be identified in the prospectus as
an underwriter. We may have further comment based on
your response.

    Delano Group Securities LLC is a broker-dealer and we
have revised the notes to the table to selling
stockholders to reflect this.

    7.

    Identify the individuals who beneficially own the
shares held in the name of the entities in the table
of selling stockholders.

    The footnotes to the table of selling stockholders has
been revised to identify the beneficial owners of the
shares listed.

    Your

Comment #

    Comment/Response

    8.

    We see that on March 4, 2005 you signed a letter
of intent to acquire all the outstanding stock of
Maximum Performance Group, Inc. for up to $7.5 million
in total consideration in the form of cash and common
stock. Since this appears to be a significant and
probable acquisition, it appears Maximum Performance
Group, Inc.’s historical and related pro forma
financial statements are required by rule 3-05
(a)(1)(i) and Article 11, respectively, of Regulation S-X. We note you do not appear eligible for the
automatic extension discussed in Rule 3-05 (b)(4) of
Regulation S-X. Please revise the Form S-3 to include
all required financial statements or tell us why you
believe no revisions are necessary.

    At the time of the original filing of the S-3, as the
letter of intent was non-binding and the acquisition
was contingent upon our completion of a private
placement, we did not believe this acquisition met the
probability threshold. However, the acquisition has
subsequently been consummated. As the purchase price
exceeds 50% of our total assets, we are not eligible
for the automatic extension discussed in Rule
3-05(b)(4) of Regulation S-X and the Form S-3 has been
revised to incorporate the required financial
statements which were filed with the SEC as an
amendment to our Current Report on Form 8-K on July
15, 2005.

    9.

    In the penultimate paragraph on page II-2, please
revise your disclosure to clarify the circumstances
under which the amendment of your Certificate of
Incorporation requires the affirmative vote of 75% of
your Series E Convertible Preferred Stock.

    We have added the requested clarification.

    10.

    Please revise the legal opinion to address all
shares being registered pursuant to this registration
statement, including shares underlying convertible
debt.

    The legal opinion has been revised to include shares
underlying the convertible debt.

We previously responded to your questions and comments regarding our Annual Report on Form 10-K in
a letter dated June 14, 2005, a copy of which is attached.

We hope that we have addressed all of your questions and comments. Please feel free to contact me
or our attorney, Andy Connor, if you have any further questions or comments regarding our filings.

Sincerely,

/s/ Jeffrey Mistarz

Jeffrey Mistarz

Chief Financial Officer & Treasurer