SecProbe.io

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								April 4, 2005

Dr. John R. Tuttle, President
Daystar Technologies, Inc.
13 Corporate Drive
Halfmoon, New York 12065

Re:	Daystar Technologies, Inc.
	Registration Statement on Form S-3
      Filed March 22, 2005
      File No. 333-123497

Dear Dr Tuttle:

	This is to advise you that we have reviewed only those
portions
of your registration statement that relate to the matters covered
by
comments below.  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 comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  You may decide it is appropriate 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It appears that you are relying on Instruction I.B.4. to Form
S-3
to register the offering of the securities to be issued in a
primary
offering.  Please supplementally demonstrate that you meet the
requirements set forth in that instruction.
2. We note that Paulson Investment Company, Inc. appears to be a
broker-dealer.  We also note that you are registering the resale
of
450,000 Class B warrants purchased by Paulson in the open market.
Please note that you may only register the resale by a broker-
dealer
of securities purchased in the open market on a registration
statement form on which you are eligible to conduct a primary
offering.  Please either (i) supplementally demonstrate that you
meet
the requirements to conduct a primary offering on Form S-3 set
forth
in Instruction I.B.1 to Form S-3 (and revise the prospectus to
state
that Paulson is an underwriter with respect to the 450,000 Class B
warrants), (ii) revise your registration statement to eliminate
the
resale registration of the 450,000 Class B warrants, or (iii) file
a
pre-effective amendment to your registration statement on any form
on
which you are currently eligible to conduct a primary offering.

Registration Fee Table
3. It appears that the 6,355,500 shares issuable upon exercise of
publicly issued warrants, the 210,000 shares of your common stock,
210,000 Class A warrants and 420,000 Class B warrants to be issued
upon the exercise of the representative`s warrants, and the
630,000
shares of common stock to be issued upon the exercise of the Class
A
and Class B warrants underlying the representative`s warrants,
were
previously registered on your registration statement on Form SB-2,
file no. 333-110337.  If you wish to update the prospectus
contained
in that registration statement in order to continue the previously
commenced offering of those securities, you should file a post-
effective amendment to that registration statement on any form
that
you are currently eligible to use.  Alternatively, if you elect to
continue to include those securities within the prospectus that is
a
part of this registration statement, please revise the cover page
of
this registration statement as appropriate to comply with Rule 429
of
the Securities Act or file a post effective amendment to the
earlier
registration statement to deregister those securities consistent
with
Item 512(a) of Regulation S-B.

Prospectus Cover Page
4. The 8,090,490 common share figure listed in the heading of the
cover page does not appear to include the 1,425,000 shares being
registered for resale under the prospectus.  Please revise or
advise.

The Offering - Page 2
Offering by Daystar - Page 2
5. We note that you are registering a primary offering of 759,990
shares issuable to bridge investors upon exercise of Class A and
Class B warrants that comprise the units issued in your offering
to
the bridge investors.  Please note that you may not register the
primary issuance of securities that were the subject of an
offering
that was commenced prior to the filing of this registration
statement.  It appears that the offering of those Class A warrants
and Class B warrants was deemed to have commenced no later than
the
completion of the company`s initial public offering in February
2004.
In addition, because the Class A and Class B warrants appear to be
immediately exercisable upon issuance, the offering of the shares
of
common stock issuable upon exercise of those warrants was deemed
to
have commenced at the same time as the offering of the Class A and
Class B warrants.  Consequently, you may not register the primary
issuance of the 759,990 shares.  Please revise your registration
statement accordingly.  You may, if desired, register the resale
of
all or part of these securities by security holders once the offer
and sale of those securities has been completed within the meaning
of
applicable staff interpretations of Rule 152 of the Securities
Act.
6. We note that you are registering both the primary offering and
the
resale of 135,000 shares of common stock issuable upon exercise of
warrants granted to consultants.  We also note that the warrants
appear to be immediately exercisable such that the offering of the
underlying shares commenced prior to the filing of your
registration
statement.  Consequently, you may not register the primary
offering
of the 135,000 shares of common stock.  Please revise your
registration statement accordingly.

Selling Security Holders - Page 7
7. We note that the table does not appear to identify the holders
of
all shares of common stock, all Class A warrants and all Class B
warrants being registered for resale.  Please revise or advise.

*          *          *

      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 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 filings 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      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.

	Any questions should be directed to Alan Morris at (202) 942-
1980 or to the undersigned at (202) 942-7924.

							Sincerely,

							David Ritenour
							Special Counsel

cc: 	Thomas P. Palmer (Tonkon Torp)
	VIA TELEFAX  (503) 274-8779
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Dr. John R. Tuttle, President
Daystar Technologies, Inc.
April 4, 2005
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