SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

July 1, 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. 2 to Registration Statement on Form S-1
      Filed June 23, 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. 2 to Registration Statement on Form S-1

Use of Proceeds, page 19

1. We note that you have obtained a credit facility to construct
your
new facility; however, you have not changed the disclosure about
the
cost of the facility or your disclosure that you intend to use the
proceeds from this offering to satisfy that entire cost.  Please
reconcile.

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

Financial Operations Review, page 26

Sanyo Electric Co., Ltd., page 27

2. We note that Sanyo appears to have made all of the required
payments under the amended agreement and that you continue to work
with Sanyo to test and evaluate your jointly developed product.
Please disclose the compensation arrangements for this work.

3. We also note that the amended agreement does not contain the
provision from Section 3(b)(vi) of the original agreement which
required Sanyo to "use its best efforts to promote and sell the
MEA
produced in accordance with the specific MEA Assembly Process
jointly
owned by the Parties."  Please elaborate on your statement that
you
"continue to work with Sanyo to test and evaluate [y]our jointly
developed product" to indicate whether you have any understanding
with respect to Sanyo`s future promotion and sales of the product.
If material, please disclose the reasons why the provision in
Section
3(b)(vi) of the original agreement with Sanyo was not included in
the
amendment.

4. We note from page 1 of your amended agreement with Sanyo filed
as
Exhibit 10.23 that the original agreement was amended to, among
other
things, "revise the Phase III goals."  Please revise your
disclosure
to discuss any material circumstances or developments which led to
the revision of the Phase III goals or to indicate any material
reasons why those goals were revised.

Nissan Motor Co., page 27

5. We note that your contract with Nissan terminated before you
delivered approximately $1.05 million in value of Hoku MEAs and
Hoku
Membranes.  Please expand your disclosure to indicate the reasons
why
such deliveries were not made prior to the original termination
date
of the contract.

Business, page 35

6. We note the additional disclosures you have made in response to
our prior comment 1, however, the significance of your custom
monomers still remains unclear.  Please further broaden your
disclosure to briefly state in concrete, everyday language the
significance of your custom monomers.  For example, briefly
highlight
how you have designed your monomers and polymer synthesis process
to
control the cost, durability and performance characteristics of
your
membranes.  As further examples:  What is significant about your
monomers -- is it their composition, size, shape or surface
chemistry?  How have you designed your monomers so as to not
require
the use of fluorine?  How have you overcome any disadvantages of
not
using fluorine?  How does the chemical composition of your
monomers
affect the performance characteristics of your membranes?  How
have
you designed your monomers to retain more water at higher
temperatures or to resist oxidation?  What research and
development
activities do you undertake to further improve your monomers?

Industry Overview, page 35

7. Please continue your revisions in response to comment 7 to
clarify, if true, that you do not design, develop or manufacture
the
flow field plates or any other aspects of the generic fuel cell
stack
or generic combined heat and power fuel cell system with a
reformer
which you have depicted.

Financial Statements, page F-1

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

Revenue Recognition, page F-7

8. Please refer to prior comment 11.  We have the following
additional comments:

* We note that you have chosen to classify revenue to both
engineering and licensing activity based upon the contractual
terms
of the multiple element arrangements.  Please tell us how your
presentation complies with Regulation S-X, Article 5-03(b)(1) and
(2), if fair value can not be determined.

* We see that you have reevaluated your revenue recognition
policies
with regards to the 2005 Nissan Arrangement and determined that
recognizing revenue on a straight line basis is more appropriate.
Please explain in greater detail your accounting, specifically,
(i)
when services are provided and when the related revenue will be
recognized, (ii) when products are provided and when the related
revenue will be recognized, and (iii) what is meant by phrase
"period
of testing deliverable."

9. Please refer to prior comment 13.  We note on page F-8 that you
account for certain arrangements with other customers using the
completed contract method.  Please tell us your consideration of
accounting for the Navy contract under the completed contract
method.
Specifically tell us:

* If you have met your obligations in substance at the completion
of
the initial term of the contract, prior to the exercise of option
a
or b.

* How you have accounted for the related expenses incurred to date
in
conjunction with the engineering services provided pursuant to
this
contract.

* * *

      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.
??

??

??

??

Dustin H. Shindo
Hoku Scientific, Inc.
July 1, 2005
Page 4

</TEXT>
</DOCUMENT>