SecProbe.io

September 17, 2014

Via e -mail
John Conklin
President and Chief Executive Officer
New Energy Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, Maryland 21044

Re: New Energy Technologies, Inc.
  Registration Statement on Form S-1
Filed  August 22, 2014
  File No.  333-198306

Dear Mr. Conklin:

We have limited our review of your registration 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 believe 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that you are seeking to register the resale of shares of common stock issuable
upon exercise of the Series J Stock Purchase Warrants and Series K Stock Purchase
Warrants, which are issuable upon conver sion of the convertible notes.  Please note that
it is not appropriate to register the resale of shares of common stock underlying
securities that have  not yet been issued.  As the Series J warrants and Series K warrants
are not currently outstanding, it is no t appropriate to register the resale of the shares that
may be issuable upon exercise of these warrants.  Please revise accordingly, and please
file an appropriately updated legal opinion.

2. Your fee table includes the common stock that Kalen is offering fo r resale, as well as
various warrants and units.  Please clarify what transactions you are registering on this
registration statement.  For example, are you trying to register your issuance of the

John Conklin
New Energy Technologies, Inc.
September 17, 2014
Page 2

 warrants and units to Kalen, or Kalen’s resale of the warra nts and units?  If you are only
registering Kalen’s resale of common stock, note that you do not need to include the
other securities in the table.

The Offering, page 9

3. You state here that you give the number of shares outstanding after closing of the
offering without giving effect to the exercise of any warrants.  Please also disclose the
number of shares you would have outstanding upon the exercise of all warrants whose
underlying shares you are registering for resale.

We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possessi on 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 event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging 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 t o 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 effect iveness 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 requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

John Conklin
New Energy Technologies, Inc.
September 17, 2014
Page 3

 Please contact Leland B enton, Staff Attorney , at (202) 551 -3791  or me at (202) 551 -3765
with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

CC:  Elishama Rudolph, Esq. ( via e -mail)
 Sierchio & Company, LLP