SecProbe.io

May 21, 2013
Allen Dodge
Chief Financial Officer
Heatwurx, Inc.
6041 South Syracuse Way, Suite 315
Greenwood Village, CO 80111

Re: Heatwurx, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed May 15, 2013
  File No. 333 -184948

Dear Mr. Dodge :

We have reviewed your registration statement  and have the following 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 .  If you do not believe 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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Fee Table

1. We note that footnote ( 4) as written appears t o exceed the scope of Rule 416; specifically,
we note your reference to “other anti -dilution adjustments.”  Please revise the footnote to
track the language of Rule 416.

Prospectus Cover Page

2. We note your disclosure that the selling stockholders will sell at $3.00 per share until
your shares “are quoted on the OTC Markets quotation service and thereafter at
prevailing mark et prices....”  Please revise to clarify the specific OTC Market tier on
which your shares will become quoted.

Prospectus Summary, page 1

3. In your Summary, where you discuss the  need to raise additional funds, please revise to
highlight that you antici pate the need to secure $4 million over the next 12 months to

Allen Dodge
Heatwurx, Inc.
May 21, 2013
Page 2

 meet your cash flow requirement and repay your secured debt , and that you have
approximately $422,000 cash on hand and are spending approximately $250,000 per
month, as you disclose on page 5 .  Further, this information should be disclosed at least
as prominently as your disclosure concerning the proceeds raised in the preferred stock
offerings in 2011 and 2012.  Please revise accordingly.

Exhibit 5.1

4. We note your state of incorporation is Delaware.  Please file an opinion that is not
qualified to the corporate laws of the state of Nevada.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be cert ain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the a ccuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging tha t:

 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 pursua nt 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.

Please refer to Rules 460 and 461 regarding reque sts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effectiv e date of the
registration statement.

Allen Dodge
Heatwurx, Inc.
May 21, 2013
Page 3

You may contact Kristin Lochhead  at (202) 551 -3664  or Brian Cascio, Accounting
Branch Chief, at (202) 551 -3676 if you have questions regarding comments on the financial
statements and related matters.  Please contact Mary Beth Breslin at (202) 551 -3625  or me at
(202) 551 -3528 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Amanda Ravitz
Assis tant Director

cc (via e -mail): Ronald N. Vance