SecProbe.io

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Mail Stop 3561

								            August 29,
2005

Mr. James M. Spiezio
Vice President of Finance, Chief Financial Officer,
	Treasurer and Secretary
Beacon Power Corporation
234 Ballardvale Street
Wilmington, Massachusetts 01887-1032

		RE:	Beacon Power Corporation
			Form 10-K for Fiscal Year Ended December 31, 2004
			Filed March 31, 2005
Forms 10-Q for Fiscal Quarters Ended March 31 and June 30, 2005
			File No. 1-16171

Dear Mr. Spiezio:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Report of Independent Registered Public Accounting Firm (Miller
Wachman LLP)

1. Please file an amended Form 10-K to include a revised auditors`
report, which refers to "the standards of the Public Company
Accounting Oversight Board (United States)," instead of "the
auditing
standards of ...."  See paragraph B2 of Auditing Standard No. 1.

Note 2.  Basis of Presentation and Summary of Significant
Accounting
Policies

Summary of Significant Accounting Policies

Stock-Based Compensation

2. Please tell us what caused the increase in expected life of
stock
options from 1-3 years to 10 years.   We assume that the 36 month
vesting period for stock options remains unchanged.

General

3. Please either revise to include Schedule II - Valuation and
Qualifying Accounts or tell us why you believe this schedule is
properly omitted.  We would expect your reserves for warranties
and
inventory to be reported on this schedule.  See Rules 5-04 and 12-
09
of Regulation S-X.

Item 9A.  Controls and Procedures

4. We note the disclosure that your CEO and CFO "have concluded
that
the Company had in place on that date [December 31, 2004] controls
and other procedures that are designed to ensure that information
required to be disclosed by the Company in the reports that it
files
or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified
in the SEC`s rules and forms."  It is not clear whether or not
management has made any conclusions on the effectiveness of the
controls.  Please revise disclosures in an amended Form 10-K to
state
explicitly if the actual controls and procedures were effective or
not.  See Item 308(a)(3) of Regulation S-K and paragraph 4(c) of
your
exhibits 31.1 and 31.2.

5. Your principal executive and financial officers have only
concluded that your disclosure controls and procedures were
effective
in "enabling the Company to record, process, summarize, and report
information required to be included in its periodic SEC filings
within the required time period."  Please also state, if true,
whether the same officers concluded the controls and procedures
were
effective in "alerting them on a timely basis to material
information
relating to the Company, including its consolidated subsidiaries,
required to be included in the Company`s reports filed or
submitted
under the Act" and were effective in "ensur[ing] that information
required to be disclosed by an issuer in the reports that it files
or
submits under the Act is accumulated and communicated to the
issuer`s
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure."  See the
definition of disclosure controls and procedures at the Exchange
Act
Rule 13a-15(e).  Please also revise the Form 10-Q for the quarter
ended March 31, 2005.

Form 10-Q for the Quarter Ended June 30, 2005

Consolidated Statement of Cash Flows (unaudited)

6. Please revise your filing to reflect repurchases of treasury
stock
as a cash flow used in financing activities, rather than investing
activities, in accordance with paragraph 20(a) of SFAS 95.

Note 1. Nature of Business and Operations

7. Tell us and revise your filing to indicate the specific reasons
why Deloitte and Touche has refused to consent to the inclusion of
its audit report on the Company`s financial statements for 2002
and
2003 in your planned registration statement.  If Deloitte and
Touche
has communicated to you that you may no longer place reliance on
their audit reports covering fiscal years 2002 and 2003 you must
immediately file an Item 4.02 Form 8-K.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies

Government Contract Revenue Recognized on the Percentage-of-
Completion Method

8. Please clarify your specific method for recognizing revenue
under
SOP 81-1.  In this disclosure you suggest that you utilize an
input
method based purely on costs incurred relative to total budgeted
contract costs, while in Note 1 you indicate that percentage-of-
completion is calculated using "the percentage of labor hours
incurred to date for each contract to the estimated total labor
hours
for each contract at completion." Since application of a strict
cost-
to-cost approach usually differs from application of a labor
hours-
to-labor hours approach, please reconcile these two disclosures
for
us.  Tell us how you determined that the use of an input method,
rather than an output method, such as milestones achieved, was
appropriate under SOP 81-1.  Refer to paragraphs .46-.51 of SOP
81-1
for guidance.

Results of Operations

Loss on Sales and Contract Commitments

9. Tell us why you did not accrue contract losses in 2004 if the
cost
sharing mechanism that appears to be the primary reason for the
contract losses was a component of the original contract proposal
as
you indicate in your Form 10-Q for the quarter ended March 31,
2005.
Please restate your financial statements, as necessary, or tell us
why no restatement is necessary.

	As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a response letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your response letter as a correspondence file
on
EDGAR.  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 filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 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.

	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 filings or
in
response to our comments on your filings.

	You may contact Staff Accountant Ta Tanisha Henderson at
(202)
551-3322 or me at (202) 551-3843 if you have questions regarding
comments on the financial statements and related matters.

		Sincerely,

		George F. Ohsiek, Jr.
	Branch Chief
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Mr. James Spiezio
Beacon Power Corporation
August 29, 2005
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