SecProbe.io

Mail Stop 4561

       July 7, 2006

Matthew Foster
President and Chief Executive Officer
Ascent Solar Technologies, Inc.
8120 Shaffer Parkway
Littleton, CO 80127

  RE: Ascent Solar Technologies, Inc.
   Registration Statement on Form SB-2/A
   File No. 333-131216
   Amendment Filed on July 3, 2006

Dear Mr. Foster:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment as necessary.

Shares Eligible For Future Sale

Representative’s Warrants, page 55
1. Refer to comment 8 in our letter date d February 17, 2006 and comment 1 in our
letter dated April 13, 2006.  In these comme nts, we noted that in connection with
this offering, you have agreed to issue to the representative of the underwriters
warrants (representative warrants) to  purchase 300,000 units and commented on
your consideration of the c onditions described in para graphs 12-32 of EITF 00-19
in determining the classification of thes e warrants.  In your response to comment
1 in our letter dated April 13, 2006, you stat e that you: (1) are not obligated to
settle only in registered shares, (2) have the option to settle in cash if unable to
fulfill its timely filing obligations and (3) are not contractually obligated to settle
in shares, cash or at all if it is unable  to fulfill its timely filing obligations.
Additionally, you also state th at you may refuse to issue registered shares if an
exercise notice is received when the Compa ny is not current in its periodic filings
and that the Company retains complete control over settlement of the warrants and also contemplates that there may be circumstances in which the Company

Matthew Foster
Ascent Solar Technologies, Inc. July 7, 2006 Page - 2 -

will opt to never settle the warrants whether in shares or payments of cash.
However, while this may be true for purch ases of “units” in this offering, based
on our review of your disclosure here and in the representative  warrant agreement
filed as Exhibit 4.6 of this registration statement, it appears the representative
warrant agreement is different from the warrant agreement for purchasers of “units” in this offering as it does not appear that these settlement alternatives are
available to the holders of the represen tative warrants.  As a result, and as
previously noted, Paragraph 18 of EITF 00- 19 states that if a derivative involves
the delivery of shares at settlement that  are registered as of the inception of the
derivative transaction (e.g. this offering) and there are no further timely filing or
registration requirements, then share deliv ery is within control of the issuer.
Considering the representative warrants are included in the “units” being registered, they are considered registered at the time of inception and therefore the
Company has requirements to timely file their Exchange Act reports as you will be required to deliver a current prospectus at the time such warrants are exercised.
The requirements to timely file are not c onsidered to be within your control and
therefore, you do not meet the requirements of paragraph 18 of EITF 00-19.  Accordingly, such warrants should be classifi ed as liabilities, initially measured at
fair value, with changes in fair value reported in earnings and disclosed in the
financial statements.  Tell us how you plan on complying with EITF 00-19 in
your classification of the representative warrants based on the information above and tell us how you plan on valuing this li ability at the time of  the sale of the
“units.”  Also, revise your disclosures throughout the document to clearly indicate
that the representative warrants will be incl uded in liabilities and will be revalued
on a quarterly basis.  Your disclosures should also address the fact that the
changes in fair value will have a dire ct impact on the Company’s results of
operations.

Closing Comments

As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a cover letter with you r 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 amendmen t and responses to our comment.

Matthew Foster
Ascent Solar Technologies, Inc. July 7, 2006 Page - 3 -

You may contact at Patrick Gilmore at  (202) 551-3406 if you have questions
regarding the above comment on the financial statements and related matters.  If you
require further assistance, please contact the Br anch Chief, Mark P. Shuman at (202) 551-
3462, the Assistant Director, Barbara C. J acobs at (202) 551-3735 or me at (202)551-
3499.

Sincerely,

Kathleen Collins
Accounting Branch Chief