SecProbe.io

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		May 3, 2005

Mail Stop 03-06

Brent M. Cook
Chief Executive Officer
Raser Technologies, Inc.
5152 North Edgewood Drive
Suite 375
Provo, Utah 84604

Re:	Raser Technologies, Inc.
	Preliminary Schedule 14A filed April 19, 2005
	File No. 000-30657

Dear Mr. Cook:

      This is to advise you that we have monitored selected issues
in
the above-captioned proxy statement and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review 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.

Schedule 14A
1. It appears that proposal one, as described in the form of
proxy,
combines three separate matters in a single proposal.  Please note
that Rule 14a-4(a)(3) requires that the form of proxy identify
clearly each separate matter intended to be acted upon.  Please
revise the form of proxy to provide security holders with an
opportunity to independently vote upon each of the three matters
described in proposal one.  Adoption of the proposals may be
conditioned upon the required vote being received for each of the
proposals.

Proposal One - Page 20

Increase in Authorized Shares of Common Stock - Page 20
2. Please expand your disclosure to address the general effect of
the
increase in the number of authorized shares upon the rights of
existing security holders.
3. Please state whether further authorization for the issuance of
the
securities by a vote of security holders will be solicited prior
to
such issuance.
4. Please disclose whether the company`s Board of Directors
currently
contemplates the acquisition of complementary businesses,
strategic
partnerships and/or forward stock splits in the proximate future.
If
the Board of Directors does not intend to effect such
transactions,
disclose why it believes now is an appropriate time to increase
the
number of authorized shares.

Utah Control Shares Acquisition Act - Page 20
5. Please revise this section to briefly describe the intended
purpose of the Control Shares Acquisition Act.  Explain the
benefits
and consequences to the company and its shareholders of approving
the
Board of Directors` recommendation to change the Amended and
Restated
Articles of Incorporation to provide that the Control Shares
Acquisition Act does not apply to control share acquisitions of
the
company`s stock.
6. Please disclose whether the company is aware of any control
share
acquisitions of the company`s stock that have taken, or are
expected
to take, place prior to the adoption of this proposal.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact Eduardo Aleman at (202) 824-5661 or me at
(202)
942-1880 with any questions.

Sincerely,

Peggy Fisher
Assistant Director

cc:  Robert G. O`Connor, Esq (via facsimile)

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Brent M. Cook
Raser Technologies, Inc.
May 3, 2005
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