SecProbe.io

January 13, 2012

Via E-Mail
Gary Gatchell Chief Financial Officer  Ascent Solar Technologies, Inc.  12300 North Grant Street Thornton, Colorado 80241
Re: Ascent Solar Technologies, Inc.
Registration Statement on Form S-3  Filed December 29, 2011 File No. 333-178821

Dear Mr. Gatchell:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing your amendment to your regi stration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Cover Page

1. It appears that you are relying on General Instru ction I.B.6 to use Form S-3.  If so, please
provide the disclosure required by Instruction 7 to that Gene ral Instruction.  Otherwise,
please provide us your analysis demonstra ting your eligibility to use Form S-3.

Prospectus Summary, page 1

2. Please prominently disclose in your prosp ectus summary your accumulated deficit and
history of net losses, and in clude a comparison of your net loss for the nine-month period
ended September 30, 2011 with your net loss for the same period ended September 30, 2010.  Further, please highlight the effect on your business of the market conditions and
industry trends that impact your business.  For example, we note that you cited the
“recent significant adverse changes in market  conditions, particularly the decreases in
current and expected average se lling prices for PV modules” in  determining to record an

Gary Gatchell Ascent Solar Technologies, Inc.  January 13, 2012 Page 2

 impairment in Property, Plant and Equipm ent during the period ended June 30, 2011.
Finally, please briefly describe your intern al and external sources of liquidity.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include the information the Securities Act of 1933 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 they have made.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.   We will consider
a written request for acceleration of the effec tive date of the registration statement as a
confirmation of the fact that those requesti ng acceleration are awar e of their respective
responsibilities under the Securities Act of 1933 and the Securiti es Exchange Act of 1934 as they
relate to the proposed public o ffering of the securities spec ified in the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the re gistration statement.
 Please contact Mary Beth Br eslin at (202) 551-3625 or me  at (202) 551-3617 with any
questions.

     S i n c e r e l y ,         /s/ Russell Mancuso
Russell Mancuso Branch Chief
  cc (via e-mail): James Carroll (Faegre & Benson LLP)