SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
February 16, 2010
 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland  20866
Re: New Energy Technologies, Inc.
Registration Statement on Form S-1  Filed October 9, 2009
  File No. 333-162417

Dear Mr. Patel:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Please respond to the comments we issu ed by separate letter dated January 28,
2010 on your Form 10-K prior to requesting acceleration of eff ectiveness of the
registration statement.

2. We note your response to prior comment 4;  however, we believe it is premature

Meetesh V. Patel
New Energy Technologies, Inc.
February 16, 2010 Page 2
to register for resale shares underlying  options which may never vest, or which
are subject to significant tim e and/or performance condi tions having been met.
Based on your disclosure, we believe you are registering 50,000 shares subject to unvested options for resale by Messrs.  Bhogal, Livesey and Sierchio.  Please
remove these shares from the registra tion statement.  We do not object to
registering the resale of shares underl ying vested options held by any selling
shareholder.

Security Ownership of Certain Beneficial Owners and Management, page 62

3. We note your response to prior comment 24.  Please tell us supplementally what
five shareholders own 59% of your out standing common stock, as you disclose
in the risk factors.  Based on the inform ation in the beneficial ownership table,
your principal stockholder and mana gement only own 25,489,600 shares, or
43.5% of your outstanding 58,600,600 shares outstanding.
 Selling Stockholders, page 71

4. As requested in prior comment 26, please describe the transaction in which Mr.
Patel acquired his shares.  Footnote 10 onl y states that the number of shares
attributed to him “includes” options to purchase up to 250,000 shares.  Please
clarify whether these shares underlie options that have already vested.
 Exhibits

5. Please file Exhibit 21.1 with your next amendment.
 Legal Opinions

6. Exhibit 5.1 appears to relate to the 1 0,190,000 shares being registered for resale
by the selling shareholders.  As such, please revise the first sentence of the
opinion to refer to the resale of shares by the selling shareholders, rather than by
the company.  Please also revise the pe nultimate paragraph of the opinion to
link counsel’s opinion to th e issuance, delivery and payment for the Option
Shares as such terms are described in the registration statement.

7. Exhibit 5.2 appears to relate to the 10 million shares being offered by the
company.  Please revise the fi rst paragraph of the opinion to refer to the sale, as
opposed to the resale, of these shares.

Meetesh V. Patel
New Energy Technologies, Inc.
February 16, 2010 Page 3
As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this

Meetesh V. Patel
New Energy Technologies, Inc. February 16, 2010 Page 4   request at least two business days in a dvance of the requested effective date.
 Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.

     S i n c e r e l y ,          Pamela Long      A s s i s t a n t  D i r e c t o r

cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
 Sierchio & Company, LLP  430 Park Avenue, 7
th Floor
 New York, New York 10022