SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
         CORPORATION FINANCE

 February 1, 2012
 Via E-mail

Mr. Soren Holmstrom Degn Chief Financial Officer LiqTech International, Inc. Industriparken 22C
2750 Ballerup, Denmark

Re: LiqTech International, Inc.
Amendment 1 to Registration  Statement on Form S-1
Filed January 27, 2012 File No. 333-178837

Dear Mr. Degn:
We reviewed the filing and have the comments below.
Summary Compensation Table, page 50

 1. We note that you have deleted the compensation data for 2009.  You are required to include
information for 2009 because that information previously was required to be provided in response to a Commission filing requirement.  See
 Instruction 1 to Item  402(n) of Regulation
S-K, and revise.
 Exhibit Index

 2. Delete the words “Form of” from the description of exhibit 5.1.

Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information that the Securities Act and all
applicable Securities Act rules require.  Since the company and its management are in possession
of all facts relating to a company’s disclosu re, they are responsible for the accuracy and
adequacy of the disclosures that they have made.

Mr. Soren Holmstrom Degn
LiqTech International, Inc. February 1, 2012 Page 2
 Notwithstanding our comments, if you request a cceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:
 Should the Commission or the staff, acti ng 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 pursuan t to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequ acy and accuracy of the disclosure in the filing.
 The company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of th eir responsibilities under the
Securities Act and the Securities Ex change Act as they relate to the proposed public offering of
the registered securities.
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,

/s/ Craig E. Slivka, for   Pamela A. Long Assistant Director
 cc: Via E-mail

 Kenneth Koch, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017