SecProbe.io

December 18, 2014
Via E -mail
John A. Conklin
Chief Executive Officer
New Energy Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, Maryland  21044

Re: New Energy Technologies, Inc.
 Post-Effective Amendment no. 5 to Form  S-1
Filed  December 8, 2014
 File No.  333-182253

Dear Mr. Conklin :

We have reviewed your registration statement  and have the following 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 o r 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. The currently filed post -effective amendment terminates at page F -15.  Please amend to
include a complete filing or advise.

2. We note that your registration statement was declared effective on September 11, 2012
and included your audited financial state ments for the year ended August 31, 2011.  Your
post-effective amendments numbers 1 through 4, include audited financial statements for
the year ended August 31, 2012.  When a prospectus is used for more than nine months
after the effective date of the reg istration statement, the audited financial statements
contained in the prospectus must be as of a date not more than sixteen months prior to
such use.  Refer to Section 10(a)(3) of the Securities Act of 1933.  As a result, we note
that the audited financia ls contained in post -effective amendment no. 4 went stale on
December 31, 2013.  However, post -effective amendment no. 5 was filed on December 8,
2014.  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

John A. Conklin
New Energy Technologies, Inc.
December 18, 2014
Page 2

 of sale of a security.  Please tell us supplementally whether you have made any offers or
sales using the prospectus during the period in which your financial statements were not
current.  If yes , please provide us with a legal analysis of your compliance with Section 5
of the Securities Act.

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 the information  the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, dec lare 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.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3397  with any questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief

Cc: Via E -mail
 Elishama Rudolph, Esq.