SecProbe.io

CORRESP
1
filename1.htm

corresp

September 23, 2005

Securities and Exchange Commission

100 F Street, N.E.,

Washington, D.C. 20549

Electric City Corp.

Registration Statement on Form S-3 filed March 18, 2005, File No. 333-123437

Amendment No. 1 to Registration Statement on Form S-3 filed April 15, 2005

Amendment No. 2 to Registration Statement on Form S-3 filed August 1, 2005

Amendment No. 3 to Registration Statement on Form S-4 filed September 8, 2005

       Reference is made to the above described Registration Statement. The Company understands that
the staff has no further comments on the Registration Statement. Accordingly, the Company requests
acceleration of the effective date of the Registration Statement to September 27, 2005. The
Company hereby acknowledges that

    •

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Thank you for your attention to this letter.

Sincerely,

/s/ Jeffrey Mistarz

Jeffrey Mistarz

Chief Financial Officer & Treasurer