SecProbe.io

<DOCUMENT>
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 January 2, 2026

Jin Jo
Chief Financial Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, Colorado 80241

 Re: Ascent Solar Technologies, Inc.
 Registration Statement on Form S-3
 Filed December 23, 2025
 File No. 333-292425
Dear Jin Jo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Ascent Solar Technologies, Inc.

 12300 Grant Street

 Thornton, CO 80241

 December 31, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Kristin Baldwin

 RE: Ascent Solar Technologies, Inc. (the "Company")
Registration Statement on Form S-3
( File No. 333-292425) (the "Registration Statement")

 Dear Ms. Baldwin:

 The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:00 P.M. Eastern Time on Tuesday, January 6, 2026, or as soon thereafter as practicable.

 Once the Registration Statement has
been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

 The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; 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.

 Very truly yours,

 ASCENT SOLAR TECHNOLOGIES, INC.

 By: /s/ Jin Jo

 Name: Jin Jo

 Title: Chief Financial Officer

CORRESP
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 filename1.htm

 Correspondence

 Ascent Solar Technologies, Inc.

 12300 Grant Street

 Thornton, CO 80241

 June 26, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Eranga Dias

 RE: Ascent Solar Technologies, Inc. (the "Company")
Registration Statement on Form S-1
( File No. 333-288300) (the "Registration Statement")

 Dear Mr. Dias:

 The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 2:00 P.M. Eastern Time on Friday, June 27, 2025, or as soon thereafter as practicable.

 Once the Registration Statement has
been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

 The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; 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.

 Very truly yours,

 ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Jin Jo
Name: Jin Jo
Title: Chief Financial Officer

CORRESP
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 Correspondence

 June 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Re:

 Ascent Solar Technologies, Inc.

 Registration Statement on Form S-1 (File No. 333-288300) – Concurrence
 in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co.,
LLC (" Wainwright "), solely acting as placement agent on a best efforts basis in an offering pursuant to the
registration statement on Form S-1 (File No. 333-288300) (the " Registration Statement "), hereby concurs in the
request by Ascent Solar Technologies, Inc. that the effective date of the above-referenced registration statement be accelerated to
2:00 P.M. (Eastern Time), or as soon as practicable thereafter, on June 27, 2025, pursuant to Rule 461 under the Securities Act
of 1933, as amended (the " Securities Act "). Wainwright affirms that it is aware of its obligations under the
Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

 Very
truly yours,

 H.C.
WAINWRIGHT & CO., LLC

 By:
 /s/ Mark W. Viklund

 Name: Mark W. Viklund

 Title:
Chief Executive Officer

CORRESP
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 filename1.htm

 Correspondence

 Ascent Solar Technologies, Inc.

 12300 Grant Street

 Thornton, CO 80241

 June 26, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Eranga Dias

 RE: Ascent Solar Technologies, Inc. (the "Company")
Registration Statement on Form S-1
( File No. 333-288300) (the "Registration Statement")

 Dear Mr. Dias:

 The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 2:00 P.M. Eastern Time on Friday, June 27, 2025, or as soon thereafter as practicable.

 Once the Registration Statement has
been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

 The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; 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.

 Very truly yours,

 ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Jin Jo
Name: Jin Jo
Title: Chief Financial Officer

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<TEXT>
 June 24, 2025

Paul Warley
Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, CO 80241

 Re: Ascent Solar Technologies, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 20, 2025
 CIK No. 0001350102
Dear Paul Warley:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4)
or, in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests
for acceleration.
We remind you that the company and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of
action by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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Correspondence

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO 80241

April 9, 2024

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Erin Donahue

RE: Ascent Solar Technologies, Inc. (the “Company”)

Registration Statement on Form S-1

(File No. 333-277070) (the “Registration Statement”)

Dear Ms. Donahue:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:00 P.M. Eastern Time on Tuesday, April 9, 2024, or as soon thereafter as practicable.

Once the Registration Statement has
been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; 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.

Very truly yours,

ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Jin Jo

Name: Jin Jo

Title: Chief Financial Officer

CORRESP
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Correspondence

DAWSON JAMES SECURITIES INC.

101 North Federal Highway

Suite 600

Boca Raton, Fl 33432

April 9, 2024

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Erin Donahue

RE: Ascent Solar Technologies, Inc. (the “Company”)

Registration Statement on Form S-1

(File No. 333-277070) (the “Registration Statement”)

Dear Ms. Donahue:

Dawson James Securities Inc., the placement
agent in the offering contemplated in the Registration Statement, hereby requests, pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective
as of 4:00 P.M. Eastern Time on Tuesday, April 9, 2024, or as soon thereafter as practicable.

Once the Registration Statement has
been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

Very truly yours,

DAWSON JAMES SECURITIES INC.

By: /s/ Robert D. Keyser, Jr.

Name: Robert D. Keyser, Jr.

Title: Chief Executive Officer

United States securities and exchange commission logo
February 20, 2024
Paul Warley
Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, CO 80241
Re:Ascent Solar Technologies, Inc.
Registration Statement on Form S-1
Filed February 14, 2024
File No. 333-277070
Dear Paul Warley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Correspondence

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO 80241

September 25, 2023

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Gregory Herbers

RE: Ascent Solar Technologies, Inc. (the “Company”)

Registration Statement on Form S-1

(File No. 333-274231) (the “Registration Statement”)

Dear Mr. Herbers:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:00 P.M. Eastern Time on Tuesday, September 26, 2023, or as soon thereafter as
practicable.

Once the Registration Statement has
been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; 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.

Very truly yours,

ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Jin Jo

Name: Jin Jo

Title: Chief Financial Officer

CORRESP
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Correspondence

September 25, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Ascent Solar Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-274231

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), Dawson James Securities Inc. hereby joins the request of Ascent
Solar Technologies, Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 4:00
p.m. (Washington, D.C. time) on September 26, 2023, or as soon thereafter as practicable, or at such other time as the Company or its
outside counsel, Carroll Legal LLC, request by telephone that such Registration Statement be declared effective.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each placement agent or
dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirm that it
has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have
complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

  Sincerely,

  Dawson
James Securities Inc.

 	By: 	/s/ Robert D. Keyser

  Name:
Robert D. Keyser

  Title:
  CEO

United States securities and exchange commission logo
September 5, 2023
Jin Jo
Chief Financial Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, Colorado 80241
Re:Ascent Solar Technologies, Inc.
Registration Statement on Form S-1
Filed August 25, 2023
File No. 333-274231
Dear Jin Jo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       James H. Carroll

CORRESP
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asti-corresp.htm

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO 80241

November 4, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:  Eranga Dias

RE:  Ascent Solar Technologies, Inc. (the “Company”)
Registration Statement on Form S-3
(File No. 333-267971) (the “Registration Statement”)

Dear Mr. Dias:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 2:30 P.M. Eastern Time on Monday, November 7, 2022, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

The Company hereby acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

Very truly yours,

ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Michael J. Gilbreth
Name:  Michael J. Gilbreth
Title:  Chief Financial Officer

CORRESP
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asti-corresp.htm

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO 80241

October 26, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:  Eranga Dias

RE:  Ascent Solar Technologies, Inc. (the “Company”)
Registration Statement on Form S-3
(File No. 333-267915) (the “Registration Statement”)

Dear Mr. Dias:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 2:30 P.M. Eastern Time on Friday, October 28, 2022, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with James Carroll of Carroll Legal LLC, counsel to the Company, at (303) 888-4859.

The Company hereby acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

Very truly yours,

ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Michael Gilbreth
Name:  Michael Gilbreth
Title:  Chief Financial Officer

United States securities and exchange commission logo
October 26, 2022
Michael Gilbreth
Chief Financial Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, Colorado 80241
Re:Ascent Solar Technologies, Inc.
Registration Statement on Form S-3
Filed October 21, 2022
File No. 333-267971
Dear Michael Gilbreth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at (202) 551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 25, 2022
Michael Gilbreth
Chief Financial Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, Colorado 80241
Re:Ascent Solar Technologies, Inc.
Registration Statement on Form S-3
Filed October 18, 2022
File No. 333-267915
Dear Michael Gilbreth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at (202) 551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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asti-corresp.htm

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO 80241

October 12, 2021

VIA EDGAR

Gregory Herbers

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE:

Ascent Solar Technologies, Inc. (the “Company”)

Registration Statement on Form S-1

(File No. 333-259837) (the “Registration Statement”)

Dear Mr. Herbers:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. ET on October 12, 2021, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with David Fischer of Loeb & Loeb LLP, counsel to the Company, at (212) 407-4827.

The Company hereby acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

[Signature page follows]

Very truly yours,

Ascent Solar Technologies, Inc.

By:

/s/ Victor Lee

Name:

Lee Kong Hian (aka Victor Lee)

Title:

President and Chief Executive Officer

Acceleration Request:

333-259837

United States securities and exchange commission logo
October 1, 2021
Victor Lee
President and Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, CO 80241
Re:Ascent Solar Technologies, Inc.
Registration Statement on Form S-1
Filed September 28, 2021
File No. 333-259837
Dear Mr. Lee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Fischer

Mail Stop 3030

February 24 , 201 7

Victor Lee
Chief Executive Officer
Ascent Solar Technologies , Inc.
12300 Grant Street
Thornton, Colorado 80241

Re: Ascent Solar Technologies , Inc.
 Form 10-K for the fis cal year ended December 31, 2015
Filed March 11 , 2016
File No. 001-32919

Dear Mr. Lee:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: James Carroll , Esq.
 Faegre Baker Daniels LLP

Mail Stop 3030
February 22 , 2017

Victor Lee
Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, C olorado  80241

Re: Ascent Solar Technologies, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2017
File No. 001-32919

Dear Mr. Lee :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ A manda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: James Carroll , Esq.
Faegre Baker Daniels LLP

CORRESP
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		Document

ASCENT SOLAR TECHNOLOGIES, INC.

12300 Grant Street

Thornton, CO  80241

February 16, 2017

VIA EDGAR CORRESPONDENCE

Mr. Tim Buchmiller

Office of Electronics and Machinery

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C.  20549

Re:  Ascent Solar Technologies, Inc.

Preliminary Proxy on Schedule 14A

Filed January 23, 2017

File No. 001-32919

Dear Mr. Buchmiller,

This letter is being submitted in response to the letter dated February 10, 2017 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to its review of the above-referenced filing of Ascent Solar Technologies, Inc. (“we,” “us,” “our,” “Ascent” or the “Company”).  For your convenience, we have reproduced the Staff’s comments in bold print below, and followed each comment with the Company’s response.

Purpose of the Authorized Share Increase, page 8

1.

 Please revise your disclosure to discuss your recent reverse stock split of common stock and your recent increase in authorized shares from 450 million to 2 billion shares on September 15, 2016.  In this regard, please clarify the events that have taken place since the prior reverse stock split and increase in authorized shares that have necessitated the additional increase in authorized shares from 2 billion to 20 billion shares.

Response:

In response to the Staff’s comment, we have added several new sections which describe a number of different circumstances, events and transactions which have occurred over the past 12 months which have resulted in the issuance of very significant additional amounts of common stock by the Company.  Although a number of factors have been at work, the primary causes of the outstanding share increase are (i) the Company having significant amounts of convertible securities outstanding, (ii) many of those convertible securities having variable conversion prices tied to a discount to the Company’s then current stock price, (iii) holders of those securities making significant conversions of those securities and selling

1

the underlying common stock into the public markets, and (iv) such issuances and sales putting significant downward pressure on the Company’s stock price, which increases the number of shares issuable upon conversion of the remaining variable priced convertible securities.

In addition, we have added a new table which shows for each of the last 12 months the Company’s (i) outstanding common shares, (ii) the Company’s authorized common shares, and (iii) the Company’s stock price.  This table highlights the interaction between the Company’s stock price and the Company’s issued and outstanding shares over the last 12 months, and the corresponding use of the Company’s current authorized shares which were increased to two billion in September 2016.

2.

 Please expand your disclosure to discuss the variable conversion price of each convertible security you mention in the bullet points on page 9 and disclose how the variable conversion prices have impacted your estimated conversion shares since you last sought shareholder approval of an increase in authorized shares on September 15, 2016.  As examples only, we note the significant increases in the number of conversion shares of your Series G preferred shares and your convertible notes.

Response:

In response to the Staff’s comment, we have added a table which summarizes the conversion price terms for each class or series of the Company’s existing convertible securities.  Where applicable, we have also given information about any changes to those conversion price formulas which have occurred over the 12-month period.

3.

 Please revise your disclosure to discuss the material terms of your issuance of Series J preferred shares and your issuance of 333 million shares to an affiliate of your executive officer, including the consideration paid, the reasons underlying the issuances and the conversion rate for the convertible securities.

Response:

In response to the Staff’s comment, we have added a “Recent Developments” section which describes in greater detail the terms and circumstances surrounding the January 2017 private placement to Tertius, which is the investment firm affiliated with the Company’s CEO.  In addition, we have added disclosure about the Company’s very recent private placement with strategic investor Boone Group.  The Boone Group private placement transaction was disclosed by the Company in an 8-K filed February 14, 2017.

The new table described in response to Comment 2 above contains additional disclosure about the conversion price terms of the Company’s Series J preferred stock.  As can be seen from the information in that table, the Series J stock has not been a driver of the increase of the Company’s outstanding common shares.  First, the Series J preferred stock has a fixed (rather than variable) conversion price.  Accordingly, the number of common shares underlying the Series J preferred stock does not vary based upon changes to the Company’s current stock price.  Second, no shares of the Series J preferred stock have yet been converted.  The Company did not grant any registration rights in connection with the Series J private placement and the Series J preferred shares have not yet been outstanding long enough to satisfy the applicable holding periods under Rule 144.

2

As this table indicates, the increase in the outstanding common shares has resulted from conversions of other series or classes of outstanding convertible securities.  The third and fourth columns of the table indicate the amount by which the outstanding convertible securities have been reduced through conversion.

If you have any questions or comments with regard to these responses or other matters, please call the undersigned at (720) 872-5233.

Very truly yours,

/s/  Victor Lee

Victor Lee

President and

Chief Executive Officer

3

Mail Stop 3030
February 10, 2017

Victor Lee
Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, C olorado  80241

Re: Ascent Solar Technologies, Inc.
 Preliminary Proxy on Schedule 14A
Filed January 23, 2017
File No. 001-32919

Dear Mr. Lee :

We have limited our review of  your filing 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Purpose of the Authorized Share Increase, page 8

1. Please revise your disclosure to discuss your recent reverse stock split of common stock
and your recent increase in authorized shares from 450 million to 2 billion shares on
September 15, 2016.  In this regard, please clarify the events that have taken pl ace since
the prior reverse stock split and increase in authorized shares that have necessitated the
additional increase in authorized shares from 2 billion to 20 billion shares.

2. Please expand your disclosure to discuss the variable conversion price of e ach convertible
security you mention in the bullet points on page 9 and disclose how the variable
conversion prices have impacted your estimated conversion shares since you last sought
shareholder approval of an increase in authorized shares on September 1 5, 2016.  As
examples only, we note the significant increases in the number of conversion shares of
your Series G preferred shares and your convertible notes.

Victor Lee
Ascent Solar Technologies, Inc.
February 10, 2017
Page 2

 3. Please revise your disclosure to discuss the material terms of your issuance of Series J
prefer red shares and your issuance of 333 million shares to an affiliate of your executive
officer, including the consideration paid, the reasons underlying the issuances and the
conversion rate for the convertible securities.

We remind you that the company a nd its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Heather Percival  at (202) 551 -3498 or Tim Buchmiller, Senior Attorney,  at
(202) 551 -3635 with any questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: James Carroll
Faegre Baker Daniels LLP

CORRESP
1
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		Document

ASCENT SOLAR TECHNOLOGIES, INC.

12300 Grant Street

Thornton, CO  80241

January 12, 2017

VIA EDGAR CORRESPONDENCE

Mr. Tim Buchmiller

Office of Electronics and Machinery

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C.  20549

Re:  Ascent Solar Technologies, Inc.

        Form 10-K for Fiscal Year Ended December 31, 2016

        Filed March 11, 2016

        File No. 001-32919

Dear Mr. Buchmiller,

This letter is being submitted in response to the letter dated December 22, 2016 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to its review of the above-referenced filing of Ascent Solar Technologies, Inc. (“we,” “us,” “our,” “Ascent” or the “Company”).  For your convenience, we have reproduced the Staff’s comments in bold print below, and followed each comment with the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2015

Item 1A.  Risk Factors, page 11

1.    We note your disclosure on page 35 that Victor Lee, your Chief Executive Officer and Director, is also the managing director of Tertius Financial Group Pte Ltd, a boutique corporate advisory and private investment firm he founded in February 2009.  We also note that according to your disclosure, Mr. Lee is the only executive officer of the company and is serving as both principal executive officer and as acting principal financial officer.  In your future filings as appropriate, add risk factor disclosure regarding any potential conflicts of interest that may arise from the business activities of your officer and disclose the number of hours that Mr. Lee devotes to your business.

Response:

In response to the Staff’s comment, we will expand our risk factor disclosure in future filings to discuss the potential conflicts of interest that may arise from Mr. Lee’s affiliation with Tertius Financial Group.  We will also add to future filings disclosure to the effect that Mr. Lee devotes substantially all of his business time to his positions with the Company.  Tertius Financial Group is now predominantly an investment holding company with very little activity. Mr. Lee does not spend more than 5% of his business time on activities regarding Tertius Financial Group.

1

Comparison of the Years Ended December 31, 2015 and 2014, page 28

2.    We note your disclosure that your revenues during 2015 increased as compared to 2014.  It does not appear, however, that you have provided any discussion and analysis regarding the material factors driving that increase.  Similarly, in your Form 10-Q for the quarterly period ended September 30, 2016, we note that your revenues decreased for the three and nine months ended September 30, 2016, but that you have not quantified the effect of each material factor that drove the decrease in your revenues.  When individual line items disclosed in your statements of operations significantly fluctuate in comparison to the comparable prior period, management should quantify and disclose the nature of each item that caused the significant change.  Please revise your future filings in response to this comment.  For further guidance, please refer to Item 303 and the related instructions in Regulation S-K as well as SEC Interpretive Release No. 34-48960 (December 19, 2003).

Response:

In response to the Staff’s comment, we will expand the disclosure in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in future filings to discuss in greater detail the reasons for the fluctuations in revenues during 2015 and 2016, and also to quantify, to the extent possible, the impact of the factors causing those fluctuations.

The revenue increase of 2015 over 2014 was primarily due to an overall expansion and ramp up of sales of the Company’s Enerplex branded line of consumer products, including a large expansion of the retail outlet footprint for such products over those periods.  The significant revenue decline experienced in 2016 was primarily due to the following factors:  (i) significantly decreased orders from several large retail customers, (ii) a change in commercial terms from another large retailer which caused revenue recognition to be delayed to later quarters, (iii) cost-cutting and capital constraints at the Company necessitated by more difficult capital raising conditions for the Company following its de-listing from the Nasdaq Capital Market in February 2016, and (iv) the overall negative retail environment (especially for brick and mortar retailers) during 2016.

Related Party Transactions, page 42

3.    We note your disclosure on page 15 that “TFG Radiant may have the ability to prevent any transaction that requires the approval of stockholders” but that as of March 9, 2016 TFG Radiant owned approximately 3% of your common stock.  In future filings, please clarify in this section and in your risk factor how TFG could prevent transactions that require stockholder approval.  File any related stockholder agreement as required by Item 601(b)(10).

Response:

In response to the Staff’s comment, in future filings we will either revise or (more likely) delete the current risk factor disclosure regarding TFG Radiant.

The current stockholders agreement with TFG Radiant dated as of December 30, 2011 is listed as Exhibit 10.21 to the most recent Form filed 10-K (and is incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on January 5, 2012).  A number of the control provisions in that stockholders agreement (such as board seat rights and certain agreements regarding the voting of shares) are conditioned upon TFG Radiant maintaining a certain ownership percentage of the Company.  Due to subsequent share issuances, TFG Radiant’s ownership percentage has now declined to less than 1%.  Accordingly, certain of those provisions are not currently operative.  In addition, that agreement expired by its terms on December 31, 2016.

2

Signatures, page 46

4.    Please revise your future filings to indicate who has signed your Form 10-K in the capacity of controller or principal accounting officer.  Refer to General Instruction D(2)(a) to Form 10-K.

Response:

In response to the Staff’s comment, in future filings the 10-K signature page will be revised to clearly indicate who is signing the filing as the Company’s principal financial officer and also as the Company’s principal accounting officer.  Victor Lee currently serves in both roles.  The signature page for the 10-K filed in March 2016 was inadvertently revised to remove the reference to principal accounting officer.  The signature page of previous 10-K filings contained references to both principal financial officer and principal accounting officer.

If you have any questions or comments with regard to these responses or other matters, please call the undersigned at (720) 872-5233.

Very truly yours,

/s/  Victor Lee

Victor Lee

President and

Chief Executive Officer

3

Mail Stop 3030
December 2 2, 2016

Victor Lee
Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, C olorado  80241

Re: Ascent Solar Technologies, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed March 11, 2016
File No. 001 -32919

Dear Mr. Lee :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 1A.   Risk Factors, page 11

1. We note your disclosur e on page 35 that Victor Lee, your Chief Executive Officer and
Director, is also the managing director of Tertius Financial Group Pte Ltd, a boutique
corporate advisory and private investment firm he founded in February  2009.   We also
note that according t o your disclosure, Mr. Lee is the only executive officer of the
company and is serving as both principal executive officer and as acting principal
financial officer.   In your future filings as appropriate, add risk factor disclosure
regarding any potential  conflicts of interest that may arise from the business activities of
your officer and disclose the number of hours that Mr. Lee devotes to your business.

Comparison of the Years Ended December 31, 2015 and 2014, page 28

2. We note your disclosure that yo ur revenues during 2015 increased as compared to
2014.   It does not appear, however, that you have provided any discussion and analysis
regarding the material factors driving that increase.   Similarly, in your Form  10-Q for the

Victor Lee
Ascent Solar Technologies, Inc.
December 2 2, 2016
Page 2

 quarterly period ended Septe mber 30, 2016, we note that your revenues decreased for the
three and nine months ended September 30, 2016, but that you have not quantified the
effect of each material factor that drove the decrease in your revenues.   When individual
line items disclosed in your statements of operations significantly fluctuate in comparison
to the comparable prior period, management should quantify and disclose the nature of
each item that caused the significant change.   Please revise your future filings in response
to thi s comment.   For further guidance, please refer to Item  303 and the related
instructions in Regulation S -K as well as SEC Interpretive
Release  No. 34-48960  (December 19, 2003).

Related Party Transactions, page 42

3. We note your disclosure on page 15 that “TFG Radiant may have the ability to prevent
any transaction that requires the approval of stockholders” but that as of March 9, 2016
TFG Radiant owned approximately 3% of your common stock.   In future filings, please
clarify in this section and in your ri sk factor how TFG could prevent transactions that
require stockholder approval.   File any related stockholder agreement as required by Item
601(b)(10).

Signatures, page 46

4. Please revise your future filings to indicate who has signed your Form 10 -K in the
capacity of controller or principal accounting officer.   Refer to General
Instruction  D(2)(a) to Form 10 -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any rev iew, comments, action or absence of
action by the staff.

Please contact Heather Percival  at (202) 551 -3498  or Tim Buchmiller, Senior Attorney,  at
(202) 551 -3635  with any questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: James Carroll
Faegre Baker Daniels LLP

CORRESP
1
filename1.htm

		CORRESP

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO  80241

December 16, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:

 Ascent Solar Technologies, Inc.

Registration Statement on Form S-1

File No. 333-208277

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ascent Solar Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated and that such Registration Statement be permitted to become effective by 2:00 p.m. Eastern Time on December 18, 2015, or as soon thereafter as possible.

In connection with this request, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 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 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.

Sincerely,

Ascent Solar Technologies, Inc.

/s/ Victor Lee

By:  Victor Lee

Its:   Chief Executive Officer

CORRESP
1
filename1.htm

		Acceleration Request

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, CO  80241

February 13, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:

 Ascent Solar Technologies, Inc.

Registration Statement on Form S-3

File No. 333-178821

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ascent Solar Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated and that such Registration Statement be permitted to become effective by 4:00 p.m. Eastern Time on February 14, 2012, or as soon thereafter as possible.

In connection with this request, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 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 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.

Sincerely,

Ascent Solar Technologies, Inc.

/s/ Gary Gatchell

By:  Gary Gatchell

Its:   Chief Financial Officer

CORRESP
1
filename1.htm

		2012_CORRESP Amendment 2

JAMES H. CARROLL

James.Carroll@faegrebd.com

(303) 447-7748

February 3, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC  20549

Attention:    Russell Mancuso, Branch Chief

Re:    Ascent Solar Technologies, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed January 26, 2012

File No. 333-178821

Ladies and Gentlemen:

On behalf of Ascent Solar Technologies, Inc. (the “Company”), we have filed through EDGAR Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement (the “Registration Statement”).   In this letter, we set forth the Company's responses to the comments of the Commission's staff (the “Staff”) as set forth in the letter of Russell Mancuso, Branch Chief, dated January 27, 2012 (the “Comment Letter”).

The responses herein were provided to this firm by the Company.  In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company's response in regular type.  References in this letter to we, our or us mean the Company or its advisors, as the context may require.  All references to page numbers in the Company's responses refer to page numbers in Amendment No. 2.

Prospectus Cover Page

1.

 We note your response to prior comment 1. Please tell us how you confirmed the accuracy of the statement that you have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 in the last twelve months. We note, for example, your disclosure under Item 1.01 of the Form 8-K filed on January 5, 2012 regarding your entry into an agreement with JonesTrading Institutional Services LLC, as well as your statement under Item 1.02 of the Form 8-K that you sold 386,050 shares pursuant to a sales agreement entered into February 28, 2011 with Stifel, Nicolaus & Company.

Company Response: The Company has a currently effective  registration statement on Form S-3 (Registration No. 333-156665), which registration statement was declared effective January 16, 2009 (the “Prior Registration Statement”).  A new registration statement on Form S-3 (Registration No. 333-178821) was filed by the Company on December 29, 2011.  In accordance with Rule 415(a)(5), the Company is currently able to continue using the Prior Registration Statement until the new registration statement is declared effective.  The Company made at-the-market sales transactions during 2011 and January 2012 under the Prior Registration Statement.

The Company filed its most recent Form 10-K on February 28, 2011.  The filing of that report required the Company to reassess its eligibility to use the Prior Registration Statement.  As of that filing date (calculated as further described below), the Company had a public float in excess of $75 million.  Accordingly, the Company's at-the-market sales in

2011 and early 2012 under the Prior Registration Statement have not been subject to the limitations of Instruction I.B.6 of Form S-3 (which instruction generally applies to companies which do not have a public float of $75 million or more).

The Company calculated its public float as of December 31, 2010, which date is within the 60-day look back period from the Form 10-K filing date of February 28, 2011.  See Staff Compliance and Disclosure Interpretations, Securities Act Forms, Question 116.07.  As of that date, the Company had 32,265,587 shares of common stock outstanding.  Of those shares, 23,021,462 were held by non-affiliates and 9,244,125 were held by affiliates.  As of that date, our affiliates consisted of Norsk Hydro Produksjon AS and the Company's officers and directors.  The last sale price on that date for the Company's common stock was $3.36 per share, which results in a public float value of $77.35 million.

The Company understands that once the new registration statement is declared effective, transactions occurring under that registration statement will be subject to the limitations of Instruction I.B.6 of Form S-3.

Information Incorporation by Reference, page 9

2.

 Please revise to incorporate by reference the Form 8-K filed on January 5, 2012.

Company Response: The Company revised page 9 to incorporate by reference the Form 8-K filed on January 5, 2012.

Please do not hesitate to call me at (303) 447-7748 if you have any questions or comments regarding the foregoing or if we can be of service in facilitating your review of this filing.

Sincerely,

/s/ James H. Carroll

James H. Carroll

Enclosures

cc:    Gary Gatchell, Chief Financial Officer, Ascent Solar Technologies, Inc.

January 27, 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.
Amendment No. 1 to Registrati on Statement on Form S-3
Filed January 26, 2012 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. We note your response to prior comment 1.  Please tell us how you confirmed the
accuracy of the statement that you have not sold any securities pursuant to General
Instruction I.B.6 of Form S-3 in the last twelve months.  We note, for example, your
disclosure under Item 1.01 of the Form 8- K filed on January 5, 2012 regarding your entry
into an agreement with Jone sTrading Institutional Services LLC, as well as your
statement under Item 1.02 of the Form 8-K th at you sold 386,050 shares pursuant to a
sales agreement entered into February 28, 2011 with Stifel, Nico laus & Company.

Information Incorporation by Reference, page 9

2. Please revise to incorporate by reference the Form 8-K filed on January 5, 2012.

Gary Gatchell Ascent Solar Technologies, Inc.  January 27, 2012 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 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 effective 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 Baker Daniels LLP)

CORRESP
1
filename1.htm

		SEC Comment Letter Response

JAMES H. CARROLL

James.Carroll@faegrebd.com

(303) 447-7748

January 26, 2012

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC  20549

Attention:    Russell Mancuso, Branch Chief

Re:    Ascent Solar Technologies, Inc.

Registration Statement on Form S-3

Filed December 29, 2011 (the “Registration Statement”)

File No. 333-178821

Ladies and Gentlemen:

On behalf of Ascent Solar Technologies, Inc. (the “Company”), we are transmitting the following responses of the Company to the comments of the Commission's staff (the “Staff”) as set forth in the letter of Russell Mancuso, Branch Chief, dated January 13, 2012 (the “Comment Letter”).  We have enclosed for your reference two courtesy copies of Amendment No. 1 to the Registration Statement (the “Amendment”) in a clean version and two copies of the Amendment in a version marked to show changes from the Registration Statement.

The responses herein were provided to this firm by the Company.  In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company's response in regular type.  References in this letter to we, our or us mean the Company or its advisors, as the context may require.  All references to page numbers in the Company's responses refer to page numbers in the Amendment.

Prospectus Cover Page

1.

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

Company Response: The Company revised the outside front cover of the prospectus which is a part of the Amendment to disclose the aggregate market value of the Company's outstanding voting and nonvoting common equity held by non-affiliates pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on, and includes, the date of the prospectus.

Prospectus Summary, page 1

2.

 Please prominently disclose in your prospectus summary your accumulated deficit and history of net losses, and include 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

selling prices for PV modules” in determining to record an impairment in Property, Plant and Equipment during the period ended June 30, 2011. Finally, please briefly describe your internal and external sources of liquidity.

Company Response: The Company revised page 2 to disclose (i) the current trends and market conditions in the solar industry and their effect on the Company's business, (ii) the Company's history of net losses, accumulated deficit as of September 30, 2011, and a comparison of its net loss for the nine-month period ended September 30, 2011 with its net loss for the same period ended September 30, 2010, and (iii) the Company's internal and external sources of liquidity.

Please do not hesitate to call me at (303) 447-7748 if you have any questions or comments regarding the foregoing or if we can be of service in facilitating your review of this filing.

Sincerely,

/s/ James H. Carroll

James H. Carroll

Enclosures

cc:    Gary Gatchell, Chief Financial Officer, Ascent Solar Technologies, Inc.

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)

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030           August 24, 2009   Gary Gatchell Chief Financial Officer Ascent Solar Technologies, Inc. 8120 Shaffer Parkway Littleton, Colorado 80127
 Re: Ascent Solar Technologies, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
  Filed March 12, 2009   File No. 001-32919

Dear Mr. Gatchell:    We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
Brian R. Cascio
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 August 17, 2009

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 450 Fifth Street N.W.

 Washington, DC
20549-0306

 Attn.: Brian R. Cascio, Accounting Branch Chief

Re:
Ascent Solar Technologies, Inc.

 Form 10-K for the fiscal
year ended December 31, 2008

 Filed March 12, 2009 and

 Form 10-Q for the period ended March 31, 2009

 File No. 001-32919 (collectively the “Filings”)

 Dear Mr. Cascio:

 In connection with the August 12, 2009 letter sent to the Commission on behalf of Ascent Solar Technologies, Inc. (the “Registrant”) by
David C. Wang of Holland & Knight LLP, the Registrant’s outside counsel, the Registrant acknowledges the following:

(i)
The Registrant is responsible for the adequacy and accuracy of the disclosure in the Filings;

(ii)
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filings; and

(iii)
The Registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

ASCENT SOLAR TECHNOLOGIES, INC.

 /s/    Gary Gatchell

Gary Gatchell

 Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence Letter

 Holland & Knight LLP | www.hklaw.com

 David C. Wang

 503.517.2914

 david.wang@hklaw.com

 August 12, 2009

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 450 Fifth Street N.W.

 Washington, DC
20549-0306

 Attn.: Brian R. Cascio, Accounting Branch Chief

Re:
Ascent Solar Technologies, Inc.

 Form 10-K for the fiscal
year ended December 31,2008

 Filed March 12, 2009

 Form 10-Q for the period ended March 31, 2009

 File No. 001-32919

 Dear Mr. Cascio:

 On behalf of our client, Ascent
Solar Technologies, Inc. (the “Company” or “Ascent”), we are responding to the Commission’s letter dated July 31, 2009 regarding the periodic filings referenced above. For your convenience, we have reproduced the
comments from your letter, and Ascent’s response follows each comment.

 Form 10-K for the fiscal year ended December 31,
2008

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 29

1.
Please tell us where you have disclosed information regarding your contractual obligations in accordance with Item 303(a)(5) of Regulation S-K.

The Company inadvertently omitted the Item 303(a)(5) table from its annual report on Form 10-K. In an attempt to rectify the prior omission, on
page 27 of its Form 10-Q quarterly report filed August 7, 2009, Ascent included a table of contractual obligations as of June 30, 2009 (replicated below), and noted that the amounts contained in the table have not changed significantly
from December 31, 2008. The Company also notes that a discussion of its contractual commitments and debt obligations appears in its annual report in Notes 8 and 9 of the financial statements (pages F-17 to F-19) and under “Liquidity and
Capital Resources” (page 40).

Payments Due by Year

Contractual Obligations

Total

Less Than 1
Year

1-3 Years

3-5 Years

More Than
5 Years

(In thousands)

 Long-term debt obligations (1)

$
12,832

$
636

$
1,387

$
1,387

$
9,422

 Operating lease obligations

342

342

—

—

—

 Purchase obligations (2)

45,811

40,142

5,669

—

—

 Total

$
58,985

$
41,120

$
7,056

$
1,387

$
9,422

(1)
Includes estimated cash interest to be paid over the remaining terms of the debt.

(2)
Purchase obligations are agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum
quantities to be purchased, fixed minimum, or variable price provision and the approximate timing of transactions.

 U.S. Securities and Exchange Commission

 August 12, 2009

 Page 2

 Liquidity and Capital Resources, page 39

2.
In light of your commercialization and manufacturing expansion plans, please revise future filings to discuss your funding requirements and whether you will be able to satisfy
working capital requirements for the next twelve months with liquidity on hand. If not, please expand your disclosures to discuss your plans to raise additional capital and other actions that you are taking to address your liquidity needs.

 The Company believes that it has sufficient capital to satisfy working capital requirements for 12 months following the
balance sheet date.

 To address capital needed for expansion, the Company is exploring various alternatives, including pursuit of a loan
guarantee from the U.S. Department of Energy and conducting one or more shelf offerings from a Form S-3 registration statement declared effective by the Commission in January 2009. In part due to the Commission’s comment, and in an effort to
clarify what actions the Company is taking to address its future liquidity needs, the Company included expanded MD&A disclosure in its recently filed Form 10-Q quarterly report and specifically mentions the aforementioned alternatives (see Form
10-Q filed August 7, 2009, page 27). The Company intends to include similar expanded disclosure in future filings.

 U.S. Securities and Exchange Commission

 August 12, 2009

 Page 3

 Item 11. Executive Compensation, page 50

3.
Please note that Regulation S-K Item 402 requires all compensation information to be reported pursuant to that item, even if called for by another item. See Regulation S-K
Item 402(a)(2) and (m)(1). In this regard, we note that you have described on page 59 under Item 13 the employment agreements with your executive officers. In future filings, as applicable, please ensure that you disclose the material
terms of employment agreements with your named executive officers under the appropriate item of Form 10-K.

 The Company
intends to include such disclosure in future filings.

 Financial Statements

 Note 4. Fair Value Measurements, page F-l4

4.
Please tell us and revise future filings to describe the nature of your U.S. government securities and corporate securities. Please clarify why $22.8M of U.S. government
securities and all corporate securities are classified under the Level 2 category. Please also discuss the significant inputs and estimates that are used in your Level 2 fair value calculation.

 As of the balance sheet date, the Company held securities issued by U.S. government agencies (AAA/Aaa, if rated), AA/Aa2-rated corporate notes and
A1/P1-rated commercial paper. Approximately $22.8 million of these securities are classified as Level 2 because the Company does not believe that it is possible to obtain a firm, up-to-date price of such securities from, for example, a major
exchange; and, as a result, the Company relies on its brokerage firm and investment manager to report its fair value of such securities at the end of each month.

 Item 15. Exhibits. Financial Statement Schedules, page 62

5.
Your exhibit list indicates that exhibit 10.27 is incorporated by reference from your Form 8-K filed November 29, 2007. However, no such report appears to have been filed by
you. Please tell us from which report you intended to incorporate this exhibit by reference. In addition, you indicate that exhibits 10.47 – 10.51 are all incorporated by reference from exhibit 10.47 to your Form 10-Q filed November 10,
2008. However, exhibit 10.47 to that quarterly report appears to only be a restricted stock plan, rather than the agreements mentioned in exhibits 10.48 - 10.51. In future filings, please ensure that your exhibit list refers to the correct location
of the exhibits you have incorporated by reference.

 U.S. Securities and Exchange Commission

 August 12, 2009

 Page 4

 With regard to the license agreement with UD Technology Corporation, the Company intended to incorporate by reference to the Form 8-K current report dated November 29, 2006 (rather than 2007).

 With regard to the exhibits 10.48 to 10.51, the proper references should read:

10.48

Executive Employment Agreement with Bruce I. Berkoff (incorporated by reference to Exhibit 10.48 to our Quarterly Report on Form 10-Q filed November 10, 2008)

10.49

Separation Agreement and General Release with Matthew Foster (incorporated by reference to Exhibit 10.49 to our Quarterly Report on Form 10-Q filed November 10,
2008)

10.50

Amendment No. 1 to Separation Agreement and General Release with Matthew Foster (incorporated by reference to Exhibit 10.50 to our Quarterly Report on Form 10-Q filed
November 10, 2008)

10.51

Consultant Agreement with Matthew Foster (incorporated by reference to Exhibit 10.51 to our Quarterly Report on Form 10-Q filed November 10, 2008)

 Corrections will be made in future filings, to the extent necessary.

 Signatures, page 66

6.
Please tell us which individual signed in the capacity of principal accounting officer or controller below the second paragraph of text as required on the signatures page. In
this regard, we note that according to page 45 of this report, it appears that Janet Casteel is your chief accounting officer but she did not sign this filing. If Ms. Casteel is your principal accounting officer or controller, please amend your
annual report on Form 10-K and ensure that Ms. Casteel signs the document in that capacity.

 Gary Gatchell serves as
the Company’s principal financial and accounting officer, and Ms. Casteel serves as his direct report. In future annual reports, in an effort to minimize confusion, the Company will clarify that Mr. Gatchell is the Company’s
principal financial and accounting officer.

 Exhibits 31.1 and 31.2

7.
We note that the identification of the certifying individuals at the beginning of the certifications required by Exchange Act Rule 13a-14(a) also includes the title of the
certifying individual. In future filings, the identification of the certifying individual at the beginning of each certification should be revised so as not to include such individual’s title.

 U.S. Securities and Exchange Commission

 August 12, 2009

 Page 5

 The Company will make the appropriate revision in future filings.

 Form 10-Q for the period ended
March 31, 2009

8.
We note that exhibits 31.1 and 31.2 to your Form 10-Q for the period ended March 31, 2009 refer to an incorrect report in the paragraphs numbered 1. Please file a complete
amendment to that report including all required certifications.

 The Company will re-file a complete amendment with
corrected certifications.

 Item 2. Management’s Discussion and Analysis…page 21

9.
Please tell us how you calculated your public float as of the last business day of your fiscal quarter completed June 30, 2008, as it appears you are not eligible to rely on
Regulation S-K Item 10(f). If you are not eligible to rely on Item 10(f), please ensure your future applicable filings includes all disclosure required of entities that are not smaller reporting companies. We note, for example, that your
Form 10-Q for the period ended March 31, 2009 does not include the disclosure required by Regulation S-K Item 303(a)(5).

 The Company’s public float, as reported, represents the market value of the Company’s common stock not held by directors, officers or other affiliates. The Company currently does not qualify to report as a smaller reporting
company. The Company inadvertently omitted the Item 303(a)(5) table from its annual report on Form 10-K, but included a comparable table in its Form 10-Q quarterly report filed on August 7, 2009. In future annual reports, the Company
intends to include the requisite table; and, in future quarterly reports, the Company intends to disclose material changes, if any, from such table.

10.
Please clarify whether you expect to begin production using equipment with a full 30 MW of annual rated production capacity by the middle of 2010 as disclosed on
page 28 or by the end of 2010 as you disclose on page 11. If your previously disclosed plans have changed, please ensure your disclosure in applicable future filings describes the reasons for the change. For example, we note that according to
pages 41 and F-13 of your annual report on Form 10-K that you expected to begin production with a full 30 MW of annual rated production capacity by the middle of 2010. Your disclosure on page 11 of your Form 10-Q for the period ended March 31,
2009 indicates that you do not expect to begin production with the full 30 MW capacity until the end of 2010.

 U.S. Securities and Exchange Commission

 August 12, 2009

 Page 6

 The Company expects to achieve 30 MW of annual rated production capacity by the end of 2010. Conforming changes that reference this date were made in the Company’s Form 10-Q filed August 7, 2009, and the
Company will attempt to provide clearer disclosure in future filings.

 In connection with the foregoing responses, the Company acknowledges
that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;
and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

HOLLAND & KNIGHT LLP

 /s/    David C. Wang

David C. Wang

cc:
Gary Gatchell, Ascent Solar Technologies, Inc.

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

Mail Stop 3030
       July 31, 2009
   Via U.S. Mail and Fax (720) 872-5077

 Gary Gatchell Chief Financial Officer Ascent Solar Technologies, Inc. 8120 Shaffer Parkway Littleton, Colorado 80127
 Re: Ascent Solar Technologies, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
  Filed March 12, 2009    Form 10-Q for the period ended March 31, 2009
  File No. 001-32919

Dear Mr. Gatchell:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Gary Gatchell
Ascent Solar Technologies, Inc.
July 31, 2009 Page 2   Form 10-K for the fiscal year ended December 31, 2008

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 29
 1. Please tell us where you have disclosed information regarding your contractual obligations in accordance with Item 303(a)(5) of Regulation S-K.
 Liquidity and Capital Resources, page 39

 2. In light of your commercialization and manufacturing expansion plans, please
revise future filings to discuss your funding requirements and whether you will be able to satisfy working capital requirements for the next twelve months with liquidity on hand.  If not, please expand your disclosures to discuss your plans to raise additional capital and other actions that you are taking to address your liquidity needs.
 Item 11.  Executive Compensation, page 50

 3. Please note that Regulation S-K Item 402 requires all compensation information to be reported pursuant to that item, even if called for by another item.  See Regulation S-K Item 402(a)(2) and (m)(1).  In this regard, we note that you have described on page 59 under Item 13 the employment agreements with your executive officers.  In future filings, as applicable, please ensure that you disclose the material terms of employment agreements with your named executive officers under the appropriate item of Form 10-K.

Financial Statements

Note 4. Fair Value Measurements, page F-14
 4. Please tell us and revise future filings to describe the nature of your U.S. government securities and corporate securities.  Please clarify why $22.8M of U.S. government securities and all corporate securities are classified under the Level 2 category. Please also discuss the significant inputs and estimates that are used in your Level 2 fair value calculation.

Item 15.  Exhibits, Financial Statement Schedules, page 62

5. Your exhibit list indicates that exhibit 10.27 is incorporated by reference from your Form 8-K filed November 29, 2007.  However, no such report appears to have been filed by you.  Please tell us from which report you intended to

Gary Gatchell
Ascent Solar Technologies, Inc.
July 31, 2009 Page 3
incorporate this exhibit by reference.  In addition, you indicate that exhibits 10.47 – 10.51 are all incorporated by reference from exhibit 10.47 to your Form 10-Q filed November 10, 2008.  However, exhibit 10.47 to that quarterly report appears to only be a restricted stock plan, rather than the agreements mentioned in exhibits 10.48 – 10.51.  In future filings, please ensure that your exhibit list refers to the correct location of the exhibits you have incorporated by reference.
   Signatures, page 66

 6. Please tell us which individual signed in the capacity of principal accounting officer or controller below the second paragraph of text as required on the signatures page.  In this regard, we note that according to page 45 of this report, it appears that Janet Casteel is your chief accounting officer but she did not sign this
filing.  If Ms. Casteel is your principal accounting officer or controller, please amend your annual report on Form 10-K and ensure that Ms. Casteel signs the document in that capacity.

Exhibits 31.1 and 31.2

7. We note that the identification of the certifying individuals at the beginning of the
certifications required by Exchange Act Rule 13a-14(a) also includes the title of the certifying individual.  In future filings, the identification of the certifying individual at the beginning of each certification should be revised so as not to include such individual’s title.

Form 10-Q for the period ended March 31, 2009

8. We note that exhibits 31.1 and 31.2 to your Form 10-Q for the period ended March 31, 2009 refer to an incorrect report in the paragraphs numbered 1.  Please file a complete amendment to that report including all required certifications.
 Item 2.  Management’s Discussion and Analysis . . ., page 21

 9. Please tell us how you calculated your public float as of the last business day of your fiscal quarter completed June 30, 2008, as it appears you are not eligible to rely on Regulation S-K Item 10(f).  If you are not eligible to rely on Item 10(f), please ensure your future applicable filings includes all disclosure required of entities that are not smaller reporting companies.  We note, for example, that your Form 10-Q for the period ended March 31, 2009 does not include the disclosure required by Regulation S-K Item 303(a)(5).

Gary Gatchell
Ascent Solar Technologies, Inc.
July 31, 2009 Page 4   10. Please clarify whether you expect to begin production using equipment with a full 30 MW of annual rated production capacity by the middle
 of 2010 as disclosed on
page 28 or by the end  of 2010 as you disclose on page 11. If your previously
disclosed plans have changed, please ensure your disclosure in applicable future filings describes the reasons for the change.   For example, we note that according to pages 41 and F-13 of your annual report on Form 10-K that you expected to begin production with a full 30 MW of annual rated production capacity by the middle of 2010.  Your disclosure on page 11 of your Form 10-Q for the period ended March 31, 2009 indicates that you do not expect to begin production with the full 30 MW capacity until the end of 2010.

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
⋅ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
⋅ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
⋅ the company may not assert staff comments 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 advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Gary Gatchell
Ascent Solar Technologies, Inc.  July 31, 2009 Page 5
You may contact Praveen Kartholy at (202) 551-3778 or me at (202) 551-3605 if
you have questions regarding comments on the financial statements and related matters. Please contact Geoffrey Kruczek at (202) 551-3641 or Jay Mumford at (202) 551-3637 with any other questions. You may also contact  Martin F. James, Senior Assistant Chief
Accountant, at (202) 551-3671.

Sincerely,

Brian R. Cascio Accounting Branch Chief

Mail Stop 4561

       March 31, 2006

Matthew Foster
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 March 13, 2006

Dear Mr. Foster:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments.

General
1. Your response to prior comment 1 of our letter dated Febr uary 17, 2006 includes
a description of a plan to add the resale  of the securities underlying the “rights”
held by the bridge lenders to this regi stration statement.  You propose that the
resale would be conducted by means of a second prospectus that would contain
alternative cover pages and ot her alternative pages, which have not yet been filed.
It appears that the proposed issuance of the units to the bridge lenders,
commenced in reliance upon an exempti on from registration, has not yet been
completed.  If so, Rule 152 is not available to separate the issuance and resale of
the units as separate transactions.   As su ch, the offer of the un its to these bridge
lenders appears to be an inco mplete unregistered offering.
2. The automatic conversion scenario you focus on in your supplemental response
does not appear to be the only possible out come associated with the unregistered
issuance of the “rights.”  The automatic conversion of the righ ts into units will
only take place if a public offering yielding gross proceeds of $5 million is
completed by January 18, 2007.  Given this uncertainty it is unclear why you
believe the offer of the units that underlie the “rights” was complete when the current registration statement on Form SB-2 was filed.  What actions might the

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 2 -

bridge lenders take or what  discretion might any of thos e investors exercise that
would delay the consummation of the proposed  public offering?  It appears that
there is a current, incomplete offer of  the rights and the underlying securities
given that bridge lenders may exercise  the “rights” commencing in January 2007,
less than one year from the date the regi stration statement was filed.  Further, the
filing of the Form SB-2 constitutes a general solicitation for investors in the
common stock, which appears inconsistent w ith your assertion that the rights and
underlying securities are being offered in a transaction “not involving a public
offering”.  Please provide us with a detail ed legal analysis setting forth the bases
for any conclusion to the contrary.  In your integration analysis, please analyze
the impact of your plan to use part of the offering proceeds of the public offering
to pay the bridge lenders’ notes, when  the securities underlying the rights are
being concurrently offered to the bridge lenders in an unregis tered transaction.
3. Although we note that your response references the Black Box  letter, it is unclear
why the facts of your transaction are similar to those present in Black Box  and
why your believe that letter  establishes that the unde rwritten offering of the
common stock should not be integrated w ith the concurrent, unregistered offering
of common stock underlying the rights.     If you elect to provide a detailed analysis as to how
Black Box  applies to your facts, pl ease address the fact that
Black Box  pertains to sales to Qualified Institutional Buyers and a very limited
number of accredited investors.  You indi cate that there are 23 bridge lenders,
which is not a “very limited number”.  In preparing any response, please note that the concurrent tr ansactions in
Black Box  were primary issuances.  Explain why
you believe Black Box  applies to questions conc erning the integration of a
primary offerings and a purported secondary  offering that would follow a not yet
complete, unregistered issuance.
4. We note your response to our prior comme nt 3 of our letter dated February 17,
2006.  How will the unit securities and the underlying components be cleared and settled, both before and after the thirty day period expires?  Also, please describe
how the units will be permanently separated after the thirty days expires?  Finally, has DTC agreed to make the unit s ecurity and the underlying components
depository eligible?  We  may have further comment after reviewing your
response.

Inside Front Cover and Outside Back Cover Pages of Prospectus
5. We reissue a part of our prior comment 4 of our letter dated February 17, 2006.
Please move the text currently appearing afte r the table of contents  to a part of the
prospectus that is not subject to Rule 421(d) of Regulation C.

Prospectus Summary
6. The disclosure contained in the risk f actor commencing, “”[i]f we fail to clear

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 3 -

certain technical hurdles . . . ,” fails to provide meani ngful information concerning
the known challenges you face in developing and commercializing your proposed
product.   Expand the risk factor so that  the information obscured by the use of the
word “certain” is concisely summarized.  The description of the proposed product in the Business section should also be e xpanded to that it contains a materially
complete description of the t echnical hurdles that you referenc e in the risk factors.
7. The first paragraph on page 2 is excessi vely detailed and focuses in part upon
achievements of your parent corpora tion, which do not appear to warrant
prominence in the summary.  Please revise  the lengthy paragraph so that it is
concise in describing the hi storical background concerning ITN.  We note that the
detailed information in this paragraph is provided at page 17.  In the text
concerning ITN, the prospectus summary  should provide an overview of the
arrangements between your company a nd ITN.  Summarize ongoing interaction
between the related parties that is expected  to take place under those agreements.
Provide a cross-reference to the porti on of the body of the prospectus that
contains the detailed information concer ning the related party arrangements.
8. Your filing continues to contain refere nces to “customers such as Lockheed
Martin.” Please refer to page 18.  We not e that disclosure elsewhere in the filing
is clear in indicating that you have no customers, no developed product and no
developed commercial-scale pr oduction process.  However, consistent with prior
comment 6 of our letter dated Februa ry 17, 2006, please revise throughout to
ensure that the descriptions of your business activities and products carefully
distinguish between your accomplishments and your expectations and plans.
9. We continue to review your response to our prior comment 7 of our letter dated
February 17, 2006.  Comments, if any, w ill be released under separate cover.

Risk Factors, page 5
10. The second risk factor added on page 7 i ndicates that you may not be eligible to
perform “a majority” of the dollar amounts of the potentially assignable research
and development contracts currently be ing performed by ITN.  Disclose why
there is uncertainty as to whether you w ill be an eligible assignee, and state the
minimum dollar amount of the referenced contracts for which you are an eligible
assignee.  To the extent you are not eligible  or are not reasonably expected to be
an eligible assignee of th e contracts, the referenced  dollar amounts should be
reduced to the contracts that can be a ssigned or for which you are a reasonably
likely assignee.
11. In the third risk factor on page 7, you indicate that once you are a public
company, you may no longer be eligible to a pply for or service SBIR contracts.
In your response letter, explain why becoming a public company may render you
ineligible for these contracts, and explain w hy there is uncertainty in this respect.

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 4 -

12. Please expand the caption of the second risk factor on page 11 to alert investors
that in some circumstances the warrants can be called when the exercise of the
warrants is not possible because a current prospectus is not available.  The
resulting risk to investors should be concisely stated in  the caption preceding the
risk factor and this risk should be disc ussed more thoroughly  in the risk factor
text.
13. In the final risk factor you refer to an “exemption from registration” with respect
to offers and sales of securities underlying the warrants, that you suggest might be available when a current prospectus concer ning the exercise of the warrants is not
available.  In your response letter, id entify the exemption you contemplate might
be available in this circumstance.   Unless an exemption is re asonably likely to be
available in this circumstance, please e liminate text that suggests an exemption
might be available.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17
14. We note the use of the phrase “monolithic integration process technology” at page
18, which is cited as a technol ogical hurdle that must be successfully addressed in
the product development/commercial produc tion process.  Please explain your
reference to this term and the nature  of the challenge.  Provide similar
explanations for your use of the phrases : “laser patterning operation,” “printing
step,” “intelligent process controls,” and “closed-loop c ontrols.”  In the future,
please refrain from employing specialized vocabulary that is not understandable
to the ordinary investor.
15. In the second full paragraph on page 19 you refer to specific prices at which you
expect to sell your undeveloped produc t.  Further, you discuss substantial
decreases in selling prices that may be  achieved below the anticipated range of
initial selling prices and refer to gross pr ofit margins.  Given the stage of business
and product development for the company, th e reasonable basis of statements of
this nature is not clear.  In your resp onse letter, provide reasonably detailed
support for these statements or revise to de lete claims as to the specific prices at
which you will be able to offer your products  or that you will be able to achieve
positive gross margins in producing the products.
16. On page 24, you use the terms “burn rate” a nd “total burn rate”.  In using these
terms, do you seek to convey that you will use cash of approximately $80,000 and $168,000 per quarter for production costs a nd for general and administrative
costs, respectively?  Indicate how the “ burn rate” and “total burn rate” amounts
compare to “net cash used in operati ng activities”, which you report in your
statements of operations.  What is the e xpected quarterly rate for the use of your
cash resources?

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 5 -

Critical Accounting Policies and Estimates

Stock Based Compensation, page 22
17. Please refer to comment 37 in our lett er dated February 17, 2006.  We have
reviewed your response a nd note that you are curren tly reviewing the AICPA
Practice Aid “Valuation of Privately-Held -Company Equity Securities Issued as
Compensation” (the “Practice Aid”) to determine whether any additional
disclosure should be made.  For opti ons granted in 2005, we believe you should
revise your registration statement to include the following in your MD&A section.
We refer you to paragraph 182 of the Practice Aid:

• A discussion of the significant factor s, assumptions and methodologies used
in determining fair value;
• A discussion of each significant factor  contributing to the difference between
the fair value on each grant date and th e estimated IPO price, if applicable;
and
• The valuation alternative selected an d the reason management chose not to
obtain a contemporaneous valuation (as opposed to a retrospective valuation) by an unrelated valu ation specialist.

Please note that we may have further di sclosure comments after our review of
your response to our comment below.
18. We also note in your response to prior co mment 37 of our letter dated February
17, 2006 that you provided an internal memo randum addressing the fair value of
your common stock.  In this memorandum,  you state that in connection with the
bridge loan, a third part y valuation of your common stock was performed.
Explain why this valuation was not performed as of the November 18, 2005 grant date and provide us with a copy of this valuation that support s the fair value of
your common stock on January 18, 2006.

Business, page 26
19. We acknowledge the information in the pros pectus that referen ces patent licenses
(from licensors other than ITD) that you intend to obtain and your statement in
response to our prior comment 27 of our  letter dated Febr uary 17, 2006 that you
will enter these arrangements before the e ffective date and that you will file the
license agreements at that time.  Prior to  effectiveness, please advise us regarding
the status of the license agreements.

Management, page 34
20. Please clarify the time period during which Ms. Casteel served as the controller and business manager of ITN.  Ensure th at her biographical information describes

Matthew Foster
Ascent Solar Technologies, Inc. March 31, 2006 Page - 6 -

her principal employment for a period of  not less than five years.  Similarly,
please ensure the prior employment information for other executives, such as
Mohan S. Misra Ph.D., covers a period of not less than five years.
21. We reissue a part of our prior comment 29 of our letter dated February 17, 2006.
Disclose the extent to which business opportunities or other technologies which
the members of the technical advisory board encounter or develop must be offered
to or will be the property of Ascent.

Related Party Transactions, page 42
22. Please revise the first paragraph of this se ction to state the Mr. Misra’s percentage
ownership of Inica, Inc.

Unaudited Pro Forma Financial Statements, page F-2
23. Tell us why you have included pro forma stat ement of operations data for the year
ended December 31, 2004 by presenting the ope rations as if the transfer of the
Transferred Assets had taken place on January 1, 2004.  In this regard, note that pro forma information, including the pro forma financial statements, should not
be presented for periods other than the la test fiscal year a nd subsequent interim
period.  Refer to Rule 11-01(a)(1) of Regulation S-X.
24. Please refer to comment 33 of our lett er dated February 17, 2006.  We have
reviewed your response and note your revisions in your  registration statement by
including pro forma earnings per share da ta.  Please revise your pro forma
statements of operations to also include historical earnings per share amounts for each period presented.
25. We note that the historical earnings per,  as indicated in the Company’s audited
Statement of Operations, were calculated using weighted average common shares
outstanding of 761,838.  It a ppears that your pro forma earnings per share
calculations used the same number of sh ares in the calculation and yet the pro
forma financial statements have been ad justed for the 1,028,000 shares issued to
ITN in exchange for the Transferred Assets.  Please explain or revise accordingly.
26. Please refer to comment 35 of our lett er dated February 17, 2006.  We have
reviewed your response and your revisions in your registration statement and note
that you have removed the bridge loan tr ansactions (both th e 10% bridge loan
interest and the bridge loan  discount to reflect the va lue of the bridge rights)
adjustments from the pro forma .  We al so note that you have removed the bridge
loan financing adjustments from the pro forma balance sheet.  We refer you to the guidance in Article 11-02(b)(6 ) of Regulation S-X, which indicates that pro forma
adjustments to the income statement shall give  ef

Mail Stop 4561

       June 8, 2006

Matthew Foster
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 May 26, 2006

Dear Mr. Foster:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments.
General
1. Please provide the disclosu re required by Item 502(b) of Regulation S-B.
Risk Factors, page 5
“We will have broad discretion in using the proceeds from this offering”, page 12
2. We note the disclosure in the narrative.  Please be advised that you may change
the use of proceeds provided such reservation is due to certain contingencies that
are specifically discussed and the alternativ es to such use are indicated.  Refer to
Instruction 7 to Item 504 of  Regulation S-K for guidance.  Revise your disclosure
accordingly.
Options Exercises and Holdings, page 43
3. We note that in lieu of using the mid-poi nt of your offering price range, you used
the fair market value that you used for accounting purposes.  Please identify the persons who determined this per share value and describe the methodology used

Matthew Foster
Ascent Solar Technologies, Inc. June 8, 2006 Page - 2 -

to calculate the value of each share in reas onable detail.   This reasonably detailed
methodology should be provided with respec t to each date for which the share
price values are used in computing the option values.  Alternatively, we suggest
that you use the mid-point of the offeri ng price range in computing the option
values presented in the option grant and option year-end value tables.  Using the
mid-point of the offering price in computing these columns will provide information that is informative to invest ors, as they will more readily understand
the impact of the offering on the holders of the options.
4. In responding to the foregoing comment, if you elect to use prices other than the
mid-point of the offering price range, not e that the information concerning how
you determined the prices used will be required for the share valued on each option grant date and for the share value at the at the end of the most recent fiscal
year.  In particular, the table on page 43 should be amended to use a share valued
determined as of December 31, 2005, rather than “the date the options were granted”, unless you use the mid-point of the offering price range.

Related Party Transactions, page 46
5. Please disclose your response to comme nt 16 of our letter dated May 19, 2006.

Shares Eligible for Future Sale, page 53
6. Please expand the paragraph under the h eading “Bridge Rights” to state the
transaction that the referenced regist ration statement woul d register, which
appears to be the resale of those units.

Critical Accounting Policies

Stock Based Compensation, page 22
7. Please refer to our prior comment 9 of our letter dated May 19, 2006.  We have
reviewed your response a nd note that you believe that  the $3.00 conversion price
of your bridge loan issued on January 18, 2006 did not include a beneficial conversion feature.  However, it is not  clear from your response why you believe
a beneficial conversion feature is not in cluded in the conversion price other than
the large spread between the 10% interest rates and the 7% prime rate.  In this regard, it appears that as a result of the amount allocate d to the bridge loan and
the bridge rights, based on the relative fa ir value of each, the effective conversion
price would be approximately $1.50 per shar e and as a result, the conversion price
does not appear to provide support for your conclusion that the fair value of the common stock at that time was $3.00.  Refe r to Issue 1 of EITF 00-27.  As a
result, tell us how you considered the valu ation approaches noted in Chapter 6 of
the AICPA Practice Aid “Valuation of Pr ivately-Held-Company Equity Securities
Issued as Compensation” in determining fair value of your common stock.  Also,

Matthew Foster
Ascent Solar Technologies, Inc. June 8, 2006 Page - 3 -

when you have determined the fair valu e of the Company’s common stock at the
time of the bridge financing based on this guidance, then reconcile such value to
the mid-point of the IPO price range of  $5.50 as the bridge financing occurred
within 5-days of the Company filing your Form SB-2.
8. Based on your response to the previous co mment, we believe that your Critical
Accounting Policies and Estimates disc ussion of stock based compensation
should be significantly enhanced to include  a discussion of the specific valuation
methods used to determine the fair value of the Company’s common stock on
November 2, 2005, November 18, 2005, January 18, 2006 and January 27, 2006 – through the date of your response.
9. Please refer to our prior comments 10 and 11 of our letter dated May 19, 2006.
We note in your response that warrants normally begin trading at about 20% of
the price of a share of common stock and that based on an informal survey of initial public offerings where similar “units” are offered, the warrants, once the unit is broken up, would trade at $0.50 a nd $0.75 per warrant.  It remains unclear
how you determined that the trading price of other companies’ warrants and this
informal survey supports your assessed fair value of
your common stock.  Similar
to the previous comment, tell us how you considered the valuation approaches
noted in Chapter 6 of the AICPA Prac tice Aid “Valuation of  Privately-Held-
Company Equity Securities Issued as Comp ensation” in determining fair value of
your common stock.  If a true market approach was used to fair value the
warrants, then tell us the specific  factors that were used in selecting the
comparable companies and tell us which companies were used in your survey and how you determined the fair value of your warrants based on this information.
10. You also indicate that there is a very “remote possibility” that the holders will
never be able to exercise the warrants and will never receive shares or payment of
cash in settlement of the warrants.  You a ppear to attribute this statement to the
fact that Paulson Investme nt Company has never underwri tten offerings in which
the warrant holders were unsuccessful in ex ercising their warrants.  It is not clear
how the underwriters would factor into the warrant holders ability to exercise the
warrants.  The fact remains that the Company  will be required to timely file
updates to its registration statement and deliver a curren t prospectus at the time
such warrants are exercised and therefor e, it appears that the warrant holders
ability to successfully exercise their wa rrants is based on your ability to timely
file.  You have previously indicated if th e Company is not current in their filings
and therefore cannot deliver sh ares that comply with th e Securities law, then you
will not be obligated to honor the warran t holders request to exercise. Please
explain and tell us how you factored th e Company’s responsi bilities in supporting
the valuation of your warrants.

Matthew Foster
Ascent Solar Technologies, Inc. June 8, 2006 Page - 4 -

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

You may contact at Patrick Gilmore at  (202) 551-3406 if you have questions
regarding comments on the fina ncial statements and relate d matters. Questions on other
disclosure issues may be directed to Jay I ngram at (202) 551-3397.  If you require further
assistance, please contact me at (202) 551-3462, or the Assistant Director, Barbara C. Jacobs at (202) 551-3735.

Sincerely,

Mark P. Shuman
Branch Chief

cc. Mark A. von Bergen v ia telecopier
(503) 241-8014

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

CORRESP
1
filename1.htm

ASCENT SOLAR TECHNOLOGIES, INC.

8120 Shaffer Parkway

Littleton, Colorado 80127

July
5, 2006

Via Facsimile Transmission and Edgar

Larry
Spirgel, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:Ascent Solar Technologies, Inc. (the "Company")

Registration No. 333-131216

Gentlemen:

        In
connection with the proposed public offer and sale of securities under the above referenced Registration Statement on Form SB-2 (the "Filing"), the Company hereby requests pursuant to
Rule 461 under the rules and regulations promulgated under the Securities Act of 1933, as amended, that its Registration Statement become effective at 4:30 p.m. Eastern Time, on Monday, July 10, 2006,
or as soon thereafter as practicable.

        With
respect to this request the Company acknowledges that:

•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 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 this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Ascent Solar Technologies, Inc.

By:

/s/  MATTHEW B. FOSTER       Matthew B. Foster,

President and Chief Executive Officer