SecProbe.io

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Mail Stop 0306

June 10, 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.
	Amendment No. 1 to Registration Statement on Form S-1
      Filed June 2, 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
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.

Amendment No. 1 to Registration Statement on Form S-1

Summary, page 1

Our Business, page 1

1. We note the additional disclosures you have made in response to
our prior comment 6; however, the significance of your custom
monomers remains unclear.  Please further revise your disclosure
to
briefly state in concrete, everyday language the significance of
your
custom monomers.  For example, briefly highlight how your custom
monomers help you address the challenges that you have identified
(cost, durability, performance, environment) as preventing PEM
fuel
cell systems from being competitive with incumbent technologies.

Fuel Cell Background and Market Opportunity, page 1

2. Please expand your response to our prior comment 8 to tell us
whether the 2003 report contained any predictions for the market
in
2003 and 2004.  If so, did those predictions prove to be accurate?
Also, please provide us with a complete copy of the 2003 report.

The Offering, page 4

3. See our prior comment 9.  Please disclose that the 18,657,502
shares of common stock that will be outstanding after the offering
includes 543,750 shares that are subject to repurchase.

Risk Factors, page 7

We may not be able to protect our intellectual property..., page
12

4. We reissue our prior comment 10.  Please clarify why you cannot
determine whether existing patents block or compete with your
technology.

Management`s Discussion and Analysis..., page 26

Financial Operations Review, page 26

5. We note from your response to our prior comment 44 that the
agreement you entered into with Nissan in March 2004 has been
terminated.  Please update the disclosure concerning your various
contracts, appearing here and elsewhere in your prospectus, to
clarify which agreements have been terminated and when those
terminations were effective.

Results of Operations, page 28

6. We note your response to our prior comment 15.  Please expand
your
discussion to disclose briefly that Electric Power Development Co.
accounted for all of your revenue for fiscal 2004, the nature of
your
relationship with Electric Power and the reason(s) why that
relationship terminated.  We also note from your response to our
prior comment 15 that your activities with Electric Power related
to
testing and evaluating your membranes in a dimethyl ether (DME)
fuel
cell, but that your current activities appear to be focused on
fuel
cells and membranes that directly use hydrogen.  Please explain
the
significance of your development activities on DME fuel cells to
your
current product development efforts.  If appropriate, please
revise
your disclosure to discuss any material changes in your business
strategy or research and development efforts.

Business, page 35

Industry Overview, page 35

7. We note the additional disclosures you have made in response to
our prior comment 20, but we continue to believe that your
disclosure
and graphics could more clearly distinguish between the components
that you design, develop and manufacture and the components that
you
do not design, develop or manufacture.  Please revise your
disclosure
or graphics to make this distinction clear.

Research and Development, page 43

8. We note the additional disclosures you have made in response to
our prior comment 23.  Please further expand your disclosure to
provide a more detailed discussion of the status of your product
development efforts in relation to the operational lifetime and
operating temperature standards described in the bullet-point
paragraphs of this section.  For example, provide a brief
indication
of where your products are in relation to those standards (based
on
internal tests or otherwise), the technological and other
challenges
that must be addressed in order to meet those standards, and your
current timetable for addressing the technological and other
challenges in order to meet those standards.

Competition, page 45

9. We note the additional disclosures you have made in response to
our prior comment 30.  If known, please further expand your
disclosure to indicate the competitive position of your products
versus the products of the U.S. public corporations that you have
listed.

Certificate of Incorporation and Bylaw Provisions, page 66

10. Please expand your disclosure in response to comment 37 to
address specifically your bylaw requirement regarding the
percentage
of shareholders to whom the proponent must deliver a proxy
statement.
Also, please avoid presenting this disclosure in a long, complex
paragraph.

Financial Statements, page F-1

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

Revenue Recognition, page F-7

11. See prior comment 39.  We note that you receive revenue under
multiple element arrangements.  These arrangements contain two
elements.  One element is engineering services and the other is
providing products under license arrangements.  You cannot
separate
the two elements under EITF 00-21 because you do not have evidence
of
fair value for undelivered products.  As such, you recognize the
entire arrangement as a single unit of accounting as you deliver
products. Please respond to the following comments:

* We note that you allocate revenues between services and licenses
in
your statements of operations on page F-4.  Please tell us how you
determined this allocation given that you do not have evidence of
the
fair value for your products.

* Please tell us in more detail about the nature of the
engineering
services and their relationship to the delivery of the products.
Explain whether or not these two elements are separable and
unrelated
and whether or not they have stand-alone value.  Address whether
or
not you provide the engineering services in conjunction with or as
a
support to the testing of the products by the customer.

* Please tell us why you believe that the proportional performance
method based upon units delivered is reflective of when the
revenue
is realized and earned.  Explain how this method reflects
recognition
of revenue consistent with the pattern in which you are fulfilling
your obligations to provide both services and products to the
customer.  That is, explain how your method considers the
proportionate performance of your engineering services.  It
appears
that under your allocation method, it is possible to record all of
the revenue upon delivery of products even though you may still be
obligated to provide engineering services.

* For example, we note that under your March 22, 2005 agreement
with
Nissan you will be paid $3 million for engineering services to
further optimize the automotive Hoku MEA assembly process for
integration into Nissan fuel cells.  There is also a separately
stated price for each product that is ordered by Nissan but we
noted
no minimum quantity that must be purchased by them under the
agreement.  Please address why you believe that it is appropriate
to
recognize revenue under this agreement in accordance with the
aforementioned policy.  If there is no stated minimum purchase
quantity, please explain how you will apply proportional
performance
based upon units delivered.

* Please address in reasonable detail why you believe that you do
not
have evidence of the fair value for your products under EITF 00-
21.

12. From your response and disclosure we note that you recognize
revenue from testing and engineering services under SOP 81-1 using
the completed contract method.  On page 26 you discuss one such
contract with Sanyo that you entered into in March 2003.  From
your
disclosure, it appears that you recorded portions of the total
contract of $2.0 million as milestones were completed and accepted
by
Sanyo and not upon completion of the entire contract.  Please
advise
us why your revenue recognition under this contract was consistent
with your policy.

13. We note from page 27 that you plan to record revenues under
your
Navy contract as a single unit of accounting.  You will record
revenue over the period of the second option as the combined
elements
are delivered.  If neither the first or second options are
exercised
by the Navy, you will record revenue upon completion and customer
acceptance of all specified testing and performance milestones of
the
contract.  Please explain to us in detail how you are accounting
for
this arrangement and why.  Cite the accounting literature upon
which
you relied in determining the timing and measurement of revenue.
Address why it is appropriate to consider either option in
determining the timing and measurement of revenue for the base
contract.

Deferred Revenue, page F-8

14. On page F-8 you disclose that on March 22, 2005 you entered
into
a contract with Nissan that allows you to invoice them at the
beginning of the contract.  As a result, you recorded a receivable
of
$2.8 million and deferred revenue of the same amount at the date
you
entered into the contract.  On page 27 in the third full paragraph
and elsewhere in the filing you disclose that Nissan was obligated
to
pay you the $2.8 million upon execution of the contract.  Based
upon
a review of Exhibit 10.19, Nissan was required to pay you
$2,760,000
upon execution of the contract.  Please reconcile the payment
terms
in these two disclosures and tell us the status of this
receivable.
Also, please address why you believe that these amounts represent
accounts receivable and deferred revenue under U.S. GAAP as of
March
31, 2005.

Note 6. Capital Stock, page F-17

Common Stock, page F-17

15. See prior comment 40.  We note from your response that you
recognized compensation cost in connection with the accelerated
vesting of 325,000 shares of common stock of $163,000 using the
estimated fair value as of the termination date.  Please revise
your
disclosure to state how you measured the amount of compensation,
similar to your response.  Please also tell us and disclose any
significant assumptions used in your calculation.  Please show us
how
you calculated the amount of this compensation.  The amount of
compensation expense appears low given that the purchase price was
$0.00001389, the termination date was August 1, 2003, and the fair
value of your common stock appears to be between $1.00 and $2.00
per
share based on the selling price per share of your Series B and C
preferred stock at that time.

Note 7. Stock Options, page F-20

2002 Stock Plan, page F-20

16. Please refer to prior comment 42.  We note that you issued
Series
A preferred stock between June 21, 2002 and December 30, 2002 at
$0.50 per share.  We also see that you issued shares of Series C
preferred stock between December 31, 2003 and March 4, 2004 at
$1.00
per share. Please tell us the nature and timing of the events that
occurred between December 30, 2002 and December 31, 2003 that
ultimately resulted in a 100% increase in the fair value of your
common stock.  In this regard, specifically address the
appropriateness of the fair value determination during this period
for stock options issued during fiscal 2004.

17. Please reconcile the 1,690,000 shares of common stock
underlying
stock options granted under the 2002 stock option plan through
March
31, 2005 at exercise prices ranging from $0.05 to $3.00 per share
with your disclosure on page II-2 that since inception you have
issued options to purchase a total of 2,730,000 shares of common
stock at exercise prices ranging from $0.05 to $4.00 per share.
If
you have issued additional options since March 31, 2005, then
please
provide the disclosures required by paragraph 41 of SFAS 128.
Tell
us and disclose the additional compensation expense that you will
record related to these option grants, if material.  If additional
options have been granted, tell us your consideration of revising
the
filing to include disclosure of these grants.  For example, see
the
disclosures on pages 4, 20 and 23.

Exhibits

18. We note your response to our prior comment 44.  However, given
the prominence of the disclosure of your relationship with Nissan
throughout your prospectus, agreements documenting that
relationship
should be filed.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  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 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Julie Sherman at (202) 551-3640 or Kaitlan
Tillan, Assistant Chief Accountant, at (202) 551-3604, if you have
questions regarding our comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635
or
me at (202) 551-3617 with any other questions.

      Sincerely,

      Russell Mancuso
      Branch Chief

cc:	Timothy J. Moore, Esq.
	John T. McKenna, Esq.
	Nicole C. Deiger, Esq.
	Scott B. Paul, Esq.
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Dustin H. Shindo
Hoku Scientific, Inc.
June 10, 2005
Page 7

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