SecProbe.io

Mail Stop 4561

July 9, 2009

Paul J. Travers, CEO Vuzix Corporation  75 Town Centre Drive Rochester, NY  14623
 Re: Vuzix Corporation
  Registration Statement on Form S-1   Filed July 2, 2009   File No. 333-160417

Dear Mr. Travers:    This is to advise you that a preliminary revi ew of the above registration statement indicates
that it fails to comply with the requirements of the Se curities Act of 1933, th e rules and regulations
under that Act, and the requirements of the form.  For this reason, we w ill not perform a detailed
examination of the registration st atement, and we will not issue any comments other than the one
provided below because to do so would delay the review of othe r disclosure documents that do not
appear to contain comp arable deficiencies.
 Independent Auditors’ Report, page F-3

 1. Please file an audit opinion which appropriate ly references the sta ndards of the Public
Company Accounting Oversight Board (United States).  Refer to SEC Release 34-49528.

* * * * *
  You are advised that we will  not recommend acceleration of  the effective date of the
registration statement and that, sh ould the registration statement become effective in its present
form, we would be required to consider what re commendation, if any, we should make to the
Commission.   We suggest that you consider  submitting a substantive amendmen t to correct th e deficiency
or a request for withdrawal of th e filing.  Upon receipt of a resp onse to our comment above and an
amended registration statement, we  will review the regist ration statement and may have additional
comments at th at time.

Paul J. Travers
Vuzix Corporation  July 9, 2009 Page 2   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.
Notwithstanding our comment, 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 pursua nt 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 re lieve 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 th e 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.
 If you have any questions regarding these co mments, please contact  Matthew Crispino at
(202) 551-3456.  If you require further assistan ce you may contact me at (202) 551-3730.

     S i n c e r e l y ,          Mark P. Shuman      B r a n c h  C h i e f  –  L e g a l

cc: Via Facsimile (585) 238-9022
 Robert F. Mechur, Esq.  Boylan, Brown, Code , Vigdor & Wilson, LLP