SecProbe.io

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Mail Stop 0306

May 25, 2005

Dustin M. Shindo
Chairman of the Board of Directors,
President and Chief Executive Officer
Hoku Scientific, Inc.
2153 North King Street, Suite 300
Honolulu, Hawaii 96819

Re:	Hoku Scientific, Inc.
	Registration Statement on Form S-1
      Filed April 28, 2005
	Registration No. 333-124423

Dear Mr. Shindo:

      We have reviewed your filing 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 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.

Registration Statement on Form S-1

General

1. Please confirm that any preliminary prospectus you circulate
will
include all non-Rule 430A information.  This includes a bona fide
estimate of the price range and the number of securities offered.

2. Please provide us with copies of all additional artwork and
graphics that you intend to include in the prospectus.
Summary, page 1

3. We note the references to the advantages of your product in the
first paragraph under "Our Business."  If you elect to provide
this
disclosure in the summary, please provide equally prominent
disclosure of the disadvantages of your products.  Likewise,
provide
equally prominent, balancing disclosure to the advantages
mentioned
under "Fuel Cell Background and Market Opportunity" and "Our
Solution."

Our Business, page 1

4. If true, please disclose in your summary section that, to date,
you have derived substantially all of your revenue from two
customers
through contracts related to testing and engineering services and
that you have not derived any revenue from commercial sales.

5. We note your belief in the third sentence that your products
address the cost, durability, performance and environmental
challenges facing commercially available MEAs and membranes.  We
also
note your statement on page 24 that to date, your customers have
not
commercially deployed your products.  Please expand your
disclosure
to clarify the basis for the belief that you have expressed given
that your products have not been commercially deployed to date.

6. Please expand your disclosure here or in another appropriate
location in your prospectus to explain briefly the significance of
your custom monomers and polymers.  Please also briefly highlight
whether these custom monomers and polymers are protected by any
intellectual property rights.

7. Please revise your disclosure to clarify what you mean by
"incumbent technologies."  For example, please clarify whether
this
term refers to other existing proton exchange membrane
technologies
or to other hydrocarbon-based power sources.

Fuel Cell Background and Market Opportunity, page 1

8. Please tell us whether the 2003 report represents the most
recently available data.  If so, tell us the basis for your belief
that the data remains reliable.

Summary of the Offering, page 3

9. Please reconcile the number of shares to be outstanding after
the
offering of 18,657,502 on page 3, and 18,113,752 on page 21 and F-
3.
Discuss why you believe it is appropriate to exclude the common
shares that are subject to repurchase from your dilution table and
how you are treating the shares for purposes of your financial
statements and why.

Risk Factors, page 6

We may not be able to protect our intellectual property, page 10

10. We note your disclosure in the second paragraph that
competitors
may have received patents that block or compete with yours.
Clarify
why you cannot determine whether existing patents block or compete
with your technology.

The loss of any of our executive officers, page 11

11. We note that your CEO continues to serve as President and as a
member of the board of directors of Mehana Brewing Company.
Please
highlight any risks that may arise as a result of these
relationships
and as a result of the devotion of his efforts to that company.
In
an appropriate section of your document, please also disclose the
portion of his time that the CEO devotes to your business.

Capitalization, page 19

12. Please revise to reflect the effects of the conversion of your
convertible preferred stock separately from the sale of your
common
stock in the offering.

Management`s Discussion and Analysis..., page 24

Cost of Revenue, page 25

13. Please clarify your disclosure in the last sentence that you
expect your cost of revenue to increase on an absolute basis as
license revenue becomes an increasing portion of your revenue.
For
example, provide a brief description of what expenses will
increase
as your license revenue increases and the reasons for such
increases.

Results of Operations, page 26

14. Please discuss the reasons for the changes in the items that
you
quantify.  For example, we note the list of items at the end of
your
"Selling, General and Administrative Expenses" paragraph.

15. Discuss the relationship with Electric Power Development Co.
mentioned in Note 1(e) to your financial statements.  Clarify why
the
relationship terminated.

Critical Accounting Policies, page 29

16. Since your valuation was retrospective, we believe that the
following disclosures would be helpful to an investor since
changes
in your methodologies and assumptions could have a material impact
upon your financial statements.  Please revise to provide the
following disclosures in MD&A:

* The aggregate intrinsic value of all outstanding options based
on
the midpoint of the estimated IPO price range;

* Discuss the significant factors, assumptions and methodologies
used
in determining fair value for those options granted during the
twelve
months prior to the date of the most recent balance sheet;

* Discuss each significant factor contributing to the difference
between the fair value as of the date of grant and the estimated
IPO
price for options granted during the twelve months prior to the
date
of the most recent balance sheet; and

* Disclose the valuation method used and the reasons why you
choose
that method.

Business, page 32

17. Please provide the disclosures required by Item 101(c)(1)(xii)
and 101(d)(1)(i) of Regulation S-K.

18. We note your risk factors regarding government regulation on
pages 9 and 12.  Please expand the discussion of your business to
describe any material government regulations that will be
applicable
to your business and products, including any applicable safety and
environmental requirements, and your status or efforts in
complying
with such government regulations and safety requirements.

19. Please clarify how you acquired your technology and what your
activities were before your signed the agreements mentioned on
pages
24 and 25.

Industry Overview, page 32

20. Please revise this section so that it is clear whether your
disclosure and graphics describe fuel cells in general or your
fuel
cells and technology in particular.  For example, the schematic at
the bottom of page 34 depicts aspects of a cogeneration system
which
the other portions of your prospectus do not address.  If this
overview relates to fuel cell and cogeneration technology in
general,
please revise your prospectus to disclose how your technology
materially differs or improves upon the described technology.

Key Components of an MEA, page 33

21. Please expand your disclosure to describe briefly how the
catalyst layers operate to separate the protons and electrons from
hydrogen atoms.  Please clarify, if true, that your catalysts are
unchanged by these chemical reactions.  Also, please clarify what
limits the run-time of your fuel cells.  For example, is the fuel
source the limiting factor or do your catalyst layers degrade over
time?

Market Opportunities and Potential Growth Sectors ..., page 35

22. Please provide us with copies of the industry reports you cite
in
this section, and clearly mark the relevant sections that support
the
data you have included in your prospectus.  Also tell us whether
the
sources of the cited data have consented to your use of their
names
and data and whether any of the reports were commissioned by you
or
prepared specifically for your use.

Challenges Facing Current MEA and Membrane Technologies ..., page
35

23. Please expand your disclosure to provide a more detailed
discussion of the status of your product development efforts.  For
example, your disclosure should include, among other things, the
principal technological and other challenges that must be
addressed
in order to commercialize your intended products, your current
timetable for addressing those technological and other challenges,
and your current progress in addressing those technological and
other
challenges.  Please refer to Item 101(c)(1)(ii) of Regulation S-K.

24. Disclose why fuel cell technology is not yet widely used.

Customers and Strategic Relationships, page 38

25. Please summarize how you could materially breach the Nissan
agreement.

26. Describe IdaTech.  For example, is this an unrelated entity?
How
did you choose it as a subcontractor? When was it created?  How
large
is it?  What is its business?

Sales and Marketing, page 40

27. With a view toward disclosure, please tell us the number of
potential customers that have evaluated your products.

Intellectual Property, page 40

28. Please clarify which aspects of your PEM fuel cell technology
are
protected by your patent.  Also, if any general aspects of PEM
fuel
cell technology are public property, please provide appropriate
disclosure.

29. Please expand your disclosure to discuss more fully how your
strategy of applying for composition of matter and process patents
will provide barriers to entry.

Competition, page 41

30. Please expand your disclosure to include a more robust
discussion
of your competitive position relative to your competitors, taking
into account any publicly available information of the status of
product development efforts of those competitors.

31. Clarify whether your current strategic partners are also
developing or evaluating competing products.

Management, page 42

Executive Officers and Directors, page 42

32. Please expand the disclosure of Mr. Shindo`s business
experience
to describe more fully the nature of his responsibilities in his
prior positions.  As appropriate, include information such as the
size of the operation supervised and the nature of the consulting
projects undertaken.  Please refer to the last two sentences of
Item
401(e)(1) of Regulation S-K.

33. Please describe Mr. Nakamoto`s business experience from May
2002
to January 2003.

2005 Equity Incentive Plan, page 48

Share Reserve, page 48

34. Please clarify whether the statement in the last sentence of
the
first paragraph of this section applies to the automatic increase
provisions of the 2005 equity incentive plan or whether the number
of
shares of your common stock that may be issued pursuant to the
exercise of incentive stock options will increase over time in
accordance with those automatic increase provisions.

Related Party Transactions, page 54

35. Please clarify the amount that the individual related parties
paid for their common stock. Also disclose the conversion rate of
the
preferred stock.

Principal Stockholders, page 56

36. Please identify the natural persons who beneficially own the
shares held by the entities affiliated with Lava Ventures and HEI
Properties, Inc.

Description of Capital Stock, page 58

Certificate of Incorporation and Bylaw Provisions, page 60

37. Please discuss the purpose and effect of the provisions
contained
in Section 5(b) of the Bylaws that will be effective upon the
closing
of your offering.

Underwriting, page 63

38. Please tell us the procedures for the electronic offer, sale
and
distribution of the shares and identify the underwriters who may
engage in such a distribution.  If you become aware of any
additional
members of the underwriting syndicate that may engage in
electronic
offers, sales or distributions after you respond to this comment,
promptly supplement your response to identify those members and
provide us with a description of their procedures.
Also, in your discussion of the procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular:
* the communications used;

* the availability of the preliminary prospectus;

* the manner of conducting the distribution and sale, like the use
of
indications of interest or conditional offers; and

* the funding of an account and payment of the purchase price.

Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the internet.  If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement.  Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website.  Again, if you subsequently enter into
any
arrangements like this, promptly supplement your response.
   We may have further comment.

Financial Statements, page F-1

Note 1. Summary of Significant Accounting Policies and Practices,
page F-7

(c) Revenue Recognition, page F-7

39. Please respond to the following comments:

* We note that revenue is recognized over the license period in
proportion to the delivery of MEA`s and membranes to the customer.
Please tell us why and explain how you allocate revenues to each
MEA
and membrane.  Explain the time pattern or other factors that are
involved with the delivery of the MEA`s and membranes.  That is,
discuss whether or not the deliveries are by contractual dates or
based on milestones.  Explain whether the MEA`s and membranes are
all
delivered at the beginning of the license period or evenly over
the
license term.

* Please explain how you are recording revenues under the
September
2004 agreements with Nissan discussed on page 25 and why.  Discuss
why you recorded $250,000 of the total $1.3 million contract for
MEA
and membranes in 2005.  Explain why you refer to recording a
"proportionate" amount for the engineering services agreement
based
upon product deliveries.  We note that you record revenues under
engineering services agreements under the completed contract
method.
However, it appears that you are recording the revenue for this
agreement based upon products delivered.  Please explain.

* Please explain how you plan to account for revenues under the
March
2005 agreement with Nissan and why.  We note the disclosure on
page
25.

Note 6. Capital Stock, page F-17

40. Tell us and disclose how you are accounting for and measuring
compensation related to your common stock subject to repurchase
and
tell us why.  Please also tell us and disclose how you accounted
for
the acceleration of the vesting of 325,000 shares of the
separating
officers` shares.

Note 7. Stock Options, page F-20

41. We noted on page 31 that the company recorded total stock-
based
compensation expense, which includes expense related to common
stock
subject to repurchase, of $2.2 million in 2003, $1.3 million in
2004,
and $1.3 million in 2005.  However, we noted that your discussion
in
footnote 7 includes a discussion of only $176,000 of stock-based
compensation recor