SecProbe.io

July 11, 2011
Via E-Mail
John A. Conklin President and Chief Executive Officer New Energy Technologies, Inc. 9192 Red Branch Road, Suite 110
Columbia, Maryland  21045

Re: New Energy Technologies, Inc.
  Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed June 22, 2011
  File No. 333-162417

Dear Mr. Conklin:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. It appears that the prospectus has been in  use for more than nine months after the
effective date of the Form S-1, that the audi ted financial statements  contained therein are
older than 16 months and that you have not sought to update the pr ospectus pursuant to
Section 10(a)(3) of the Securitie s Act.  Section 5(b) of the Securities Act requires that a
prospectus meeting the requirements of Section 10(a) be delivered before or at the same
time with a confirmation of sale of a secur ity.  Please tell us s upplementally whether you
have made any offers or sales using the prospectus during the period in which your
financial statements were not current.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

John A. Conklin New Energy Technologies, Inc. July 11, 2011 Page 2

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or, in her absence, me
at (202) 551-3760 with any other questions.
Sincerely,
   /s/ Pamela Long    Pamela Long
Assistant Director
cc: Via E-Mail

Joseph Sierchio, Esq.
 Sierchio & Company, LLP  430 Park Avenue, 7
th Floor
 New York, New York 10022