SecProbe.io

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 HUDSON TECHNOLOGIES, INC.

 300 Tice Boulevard, Suite 290

 Woodcliff Lake, NJ 07677

 845-735-6000 (Phone)

 January 5, 2026

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549

 Re: HUDSON TECHNOLOGIES, INC. (the "Company")
 Registration Statement on Form S-3 (File
No. 333-292167)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, in connection with the above-captioned Registration Statement, the Company hereby requests that such Registration Statement
be declared effective at 4:00 p.m. Eastern time on Wednesday, January 7, 2026, or as soon thereafter as practicable.

 Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Wiggin and Dana LLP, by calling Michael Grundei at (203) 363-7630.

 Very truly yours,

 HUDSON TECHNOLOGIES, INC.

 By:
 /s/ Brian Bertaux

 Name:
 Brian Bertaux

 Title:
 Chief Financial Officer

 cc (via email): Rucha Pandit (SEC)
Michael Grundei (Wiggin and Dana LLP)

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HUDSON TECHNOLOGIES, INC.

300 Tice Boulevard, Suite 290

Woodcliff Lake, NJ 07677

845-735-6000 (Phone)

January 19, 2023

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Re: HUDSON TECHNOLOGIES, INC. (the “Company”)

  Registration Statement on Form S-3 (File
No. 333-269221)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, in connection with the above-captioned Registration Statement, the Company hereby requests that such Registration
Statement be declared effective at 4:00 p.m. Eastern time on Monday, January 23, 2023, or as soon thereafter as practicable.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Wiggin and Dana LLP, by calling Michael Grundei at (203) 363-7630.

 Very truly yours,

  HUDSON TECHNOLOGIES, INC.

  By:  /s/ Nat Krishnamurti

    Name: Nat Krishnamurti

    Title: Chief Financial Officer

cc (via
                            email): Kate Beukenkamp (SEC)

  Michael Grundei (Wiggin and Dana LLP)

United States securities and exchange commission logo
January 18, 2023
Brian F. Coleman
Chairman and Chief Executive Officer
Hudson Technologies, Inc.
300 Tice Boulevard, Suite 290
Woodcliff Lake, NJ 07677
Re:Hudson Technologies, Inc.
Registration Statement on Form S-3
Filed January 13, 2023
File No. 333-269221
Dear Brian F. Coleman:
            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 Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Grundei

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HUDSON TECHNOLOGIES, INC.

One Blue Hill Plaza

Pearl River, NY 10965

845-735-6000 (Phone)

January 6, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

 Re: HUDSON TECHNOLOGIES, INC. (the “Company”)

Registration Statement on Form S-3
(File No. 333-251646)

Ladies and Gentlemen:

In connection with the above-captioned Registration
Statement, the Company hereby requests that such Registration Statement be declared effective at 4:00 p.m. Eastern time on Tuesday,
January 12, 2021, or as soon thereafter as practicable. This hereby confirms that the Company and the signatories to the Registration
Statement are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934
with respect to the accuracy and adequacy of the disclosures regarding the proposed public offering contemplated by the Registration
Statement.

    Very truly yours,

    HUDSON TECHNOLOGIES, INC.

    By:
       /s/ Brian F. Coleman

    Name: Brian F. Coleman

    Title: Chairman and Chief Executive Officer

cc (via email): Taylor Beech (SEC)

United States securities and exchange commission logo
January 4, 2021
Nat Krishnamurti
Chief Financial Officer
Hudson Technologies, Inc.
P.O. Box 1541
One Blue Hill Plaza
Pearl River, NY 10965
Re:Hudson Technologies, Inc.
Registration Statement on Form S-3
Filed December 23, 2020
File No. 333-251646
Dear Mr. Krishnamurti:
            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 Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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HUDSON TECHNOLOGIES, INC.

One Blue Hill Plaza

Pearl River, NY 10965

845-735-6000 (Phone)

April 24, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

 Re: HUDSON TECHNOLOGIES, INC. (the “Company”)

Registration Statement on Form S-3
(File No. 333-223755)

Ladies and Gentlemen:

In connection with the above-captioned Registration
Statement, the Company hereby requests that such Registration Statement be declared effective at 4:00 p.m. Eastern time on Friday,
April 27, 2018, or as soon thereafter as practicable. This hereby confirms that the Company and the signatories to the Registration
Statement are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934
as they relate to the proposed public offering contemplated by the Registration Statement.

Very truly yours,

HUDSON TECHNOLOGIES, INC.

By: _/s/ Kevin J. Zugibe___________________

Name:
Kevin J. Zugibe

Title: Chairman and Chief Executive Officer

cc (via email):	Sergio Chinos (SEC)

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HUDSON TECHNOLOGIES, INC.

P.O. Box 1541

One Blue Hill Plaza

Pearl River, NY 10965

845-735-6000 (Phone)

April 2, 2018

VIA EDGAR

Ms. Pamela A. Long

Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Hudson Technologies, Inc.

    Registration Statement on Form S-3

    Filed March 19, 2018

    File No. 333-223755

Dear Ms. Long:

We are in receipt of your letter dated March 27, 2018, which
contained comments regarding our Registration Statement on Form S-3 filed on March 19, 2018. Listed below is a specific response
to your numbered comment.

 1. We note that Part III of your annual report on Form 10-K for the fiscal year ended December 31, 2017 incorporates by reference
portions of your definitive proxy statement which has not been filed yet. Please be advised that we cannot accelerate the effective
date of your registration statement until you have amended the Form 10-K to include Part III information or filed the definitive
proxy statement. For guidance, please refer to Compliance and Disclosure Interpretations, Securities Act Forms Questions 123.01,
available on the Commission’s website.

Response:
In accordance with the staff’s comment, we will defer the acceleration of the effectiveness of the above-referenced
registration statement until after we have amended the Form 10-K to include Part III information or filed the definitive proxy
statement.

If you have any further questions regarding our response to
your comments, please do not hesitate to call our counsel, Michael Grundei of Wiggin and Dana LLP, at 203-363-7630, or the undersigned
at 845-735-6000.

    Sincerely,

    /s/ Kevin J. Zugibe

    Kevin J. Zugibe

    Chairman and Chief Executive Officer

    cc:
    Nat Krishnamurti (Hudson Technologies, Inc.)

    Michael Grundei (Wiggin and Dana LLP)

    Sergio Chinos (Securities and Exchange Commission)

      2

Mail Stop 4631

March 27, 2018

Kevin J. Zugibe
Chairman and Chief Executive Officer
Hudson Technologies, Inc.
P.O. Box 1541
One Blue Hill Plaza
Pearl River, NY 10965

Re: Hudson Technologies, Inc.
  Registration Statement on Form S-3
Filed  March 19, 2018
  File No.  333-223755

Dear Mr. Zugibe :

We have limited our review of your registration 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 .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note that Part III of your annual report on Form 10 -K for the fiscal year ended
December 31, 2017 incorporates by reference portions of your definitive proxy statement
which has not been filed yet.  Please be advised that we cannot accelerate the effective
date of your registration statement until you have amended the Form 10 -K to include Part
III information or filed the definitive proxy statement.  For guidance, please refer to
Compliance and Disclosure Inter pretations, Securities Act Forms Questions 123.01,
available on the Commission’s website.

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.

Kevin J. Zugibe
Hudson Technologies, Inc.
March 27, 2018
Page 2

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact  Sergio Chinos, Staff Attorney , at (202) 551 -7844  or me at (202) 551 -3765
with any other questions.

Sincerely,

 /s/ Pamela A. Long

 Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Michael Grundei, Esq.

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HUDSON TECHNOLOGIES, INC.

One Blue Hill Plaza

Pearl River, NY 10965

845-735-6000 (Phone)

December 15, 2015

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

 Re: HUDSON TECHNOLOGIES, INC. (the "Company")

Registration Statement on Form S-3
(File No. 333-207969)

Ladies and Gentlemen:

In connection with the above-captioned Registration
Statement, the Company hereby requests that such Registration Statement be declared effective at 4:00 p.m. Eastern time on Friday,
December 18, 2015, or as soon thereafter as practicable. This hereby confirms that the Company and the signatories to the Registration
Statement are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934
as they relate to the proposed public offering contemplated by the Registration Statement.

Furthermore, the Company acknowledges that:
(i) 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, (ii) 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 (iii) 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,

    HUDSON TECHNOLOGIES, INC.

    By:
    /s/ Kevin J. Zugibe

    Name:
    Kevin J. Zugibe

    Title:
    Chairman and Chief Executive Officer

cc (via email):	Christopher Ronne (SEC)

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[HUDSON TECHNOLOGIES, INC. LETTERHEAD]

January 17, 2013

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hudson Technologies, Inc. (the “Company”)

Registration Statement on Form S-3

Filed December 14, 2012, as amended by Amendment
No. 1 Filed January 11, 2013

File No. 333-185490

Ladies and Gentlemen:

The Company hereby
requests that the above-referenced Registration Statement be declared effective on Tuesday, January 22, 2013, at 4:30 P.M., Eastern
Standard Time, or as soon thereafter as practicable.

In connection with
the foregoing acceleration request, the Company acknowledges that:

 · should the Securities and Exchange Commission (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 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,

    Hudson Technologies, Inc.

    By:   /s/ Brian F. Coleman

    Name: Brian F. Coleman

    Title: President, Chief Operating Officer

January 8 , 2013

Via E -mail
Stephen P. Mandracchia
Vice -President Legal and Regulatory
Hudson Technologies, Inc.
P.O. Box 1541
One Blue Hill Plaza
Pearl River, NY 10965

Re: Hudson Technologies,  Inc.
  Registration Statement on Form S-3
Filed  December 14, 2012
  File No.  333-185490

Dear Mr. Mandracchia :

We have limited our review of your registration 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 believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Registration Statement on Form S -3

Selling Shareholders, page 4

1. Please disclose how the selling shareholders  acquired the securities they may offer and
sell pursuant to the registration statement, including the dates of the transactions, the
number of shares purchased in each transaction, and the purchase price, if any.

Description of Debt Securities, page 10

2. We note your disclosure that any debt securities you offer will be exempt under the Trust
Indenture Act.  Please advise us as to the exemption that you intend to rely upon in
issuing the debt securities.

Stephen P. Mandracchia
Hudson Technologies, Inc.
January 8 , 2013
Page 2

 We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts rel ating to a company’s disclosure, 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  provide a written statement from the company
acknowledging 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 fil ing;

 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.

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

You may contact Erin Jaskot, Staff Attorney  at 202-551-3442 , Craig Slivka, Special
Counsel,  at 202-551-3729 with any questions.

Sincerely,

 /s/ Craig E. Slivka, for

Pamela A. Long
Assistant Director

cc: Richard DiStefano , Esq. ( via E-mail)
 Blank Rome  LLP

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[HUDSON TECHNOLOGIES, INC. LETTERHEAD]

July 30, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Hudson Technologies, Inc. (the “Company”)

Registration Statement on Form S-3

Filed July 3, 2012

File No. 333-182526

Dear Sir/Madam:

The Company hereby requests that the above-referenced
Registration Statement be declared effective on August 1, 2012, at 3:00 p.m., Eastern Daylight Time, or as soon thereafter as is
practical. In addition, the Company acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance
(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.

Sincerely,

HUDSON TECHNOLOGIES, INC.

    By:
    /s/ Stephen P. Mandracchia

    Stephen P. Mandracchia

Vice President Legal & Regulatory

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[HUDSON TECHNOLOGIES, INC. LETTERHEAD]

July 18, 2012

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pamela Long, Assistant Director

 Re: Hudson Technologies, Inc.

Registration Statement on Form S-3

Filed July 3, 2012

File No. 333-182526

Dear Ms. Long:

Hudson Technologies, Inc. (the “Company,”
“we” or “our”) is providing the following responses to the comments contained in your letter July 16, 2012
(the “Comment Letter”) regarding the Company’s Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (the “Commission”) on July 3, 2012 (the “S-3”). In order to facilitate your review,
the comments contained in the Comment Letter, reproduced below, are followed by our response to such comments.

General

 1. Please tell us how you are eligible to conduct your offering on Form S-3. We note that the
aggregate market value of your voting and non-voting common equity held by non-affiliates appears to be less than $75 million during
the 60 days prior to filing the registration statement, so that you would not meet the requirement of General Instruction I.B.1
to use Form S-3. If you are relying on General Instruction I.B.4 to use Form S-3, please tell us how you have met the informational
requirements to warrant holders required by General Instruction I.B.4(b) and (c). If you are relying on General Instruction I.B.6
to use Form S-3, please include the information on your prospectus cover page that is required by Instruction 7 to General Instruction
I.B.6.

The Company acknowledges that
it is not eligible to conduct this offering on a Form S-3 registration statement under General Instruction I.B.1 of Form S-3 as
the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company, computed by use of
the price at which the Company’s common stock was last sold on the NASDAQ Capital Market as of a date within 60 days prior
to the filing of the Registration Statement, did not equal or exceed $75 million. However, the Company is eligible to conduct this
offering on a Form S-3 registration statement since, as discussed in greater detail below, it has complied with General Instruction
I.B.4 of Form S-3.

General Instruction I.B.4 permits
registrants meeting the registrant requirements specified in General Instruction I.A to register on Form S-3 securities to be offered
upon the exercise of outstanding warrants issued by the issuer of the securities to be offered, provided that (i) the issuer
has sent, within the twelve calendar months immediately before the registration statement is filed, material containing the
information required by Rule 14a-3(b) (the “Annual Report Information”) under the Securities Exchange Act of 1934,
as amended, to all record holders of the warrants and (ii) the issuer has provided, within the twelve calendar months
immediately before the Form S-3 registration statement is filed, the applicable information required by Items 401, 402, 403 and
407(c)(3), (d)(4), (d)(5) and (e)(4) of Regulation S-K (collectively, the “Regulation S-K Information”) to all holders
of the warrants.

The Company confirms that, during
2012 and prior to the filing of the Form S-3, it mailed to all record holders of the outstanding warrants (i) a copy of its Definitive
Proxy Statement on Schedule 14A (the “Proxy Statement”) relating to the Company’s Annual Meeting of Stockholders
for 2011 and (ii) a copy of the Company’s Annual Report, including its Form 10-K for the fiscal year ended December 31,
2010 (the “Form 10-K”). The Proxy Statement and the Form 10-K collectively contained all of the Annual Report Information
and the Regulation S-K Information that is required of the Company under General Instruction I.B.4 of Form S-3.

Based upon the foregoing, we
respectfully submit that the Company is eligible to conduct this offering on a Form S-3 registration statement.

 2. We note that your original registration statement, SEC file number 333-151973, expired on
September 5, 2011 under Rule 415(a)(5). Please tell us supplementally whether any offers or sales of the shares originally covered
by this registration statement were made after this date. In this regard, we note that the new Form S-3 filed on July 3, 2012 registers
1,168,750 shares of common stock underlying outstanding warrants, which is 200,000 less than the amount offered on the July 2,
2010 prospectus supplement to your original registration statement.

For the information of the Staff,
and as previously disclosed in Company filings with the Commission, the Company in 2011 re-purchased warrants to purchase 150,000
shares of the Company’s common stock. In addition, warrants to purchase 50,000 shares of the Company’s common stock
were the subject of a “cashless” exercise, in accordance with the terms of the warrants, resulting in the issuance
by the Company of 7,349 shares in March 2012. As a result, the number of shares underlying the presently outstanding warrants is
200,000 less than the amount offered pursuant to the July 2010 prospectus supplement to the Company’s original registration
statement. The Company supplementally advises the Staff that no offers or sales of the shares originally covered by the original
registration statement were made after September 5, 2011, other than in connection with the March 2012 cashless exercise of warrants
described above.

We trust that the Staff will find the foregoing
responses satisfactory and agree with the Company’s conclusion that no further amendments of the Form S-3 are necessary in
connection therewith. If any member of the Staff should have any questions regarding the Form S-3 or any of our responses to the
Comment Letter, please do not hesitate to contact the undersigned at 845.512.6004 or Richard DiStefano of Blank Rome LLP, our outside
legal counsel, at 212.885.5372.

    Sincerely,

    /s/ Stephen P. Mandracchia

    Stephen P. Mandracchia

    Vice President Legal & Regulatory

 cc: Sherry Haywood

Richard DiStefano

July 16, 2012

Via E -Mail
Kevin J. Zugibe
Chairman and Chief Executive Officer
Hudson Technologies, Inc.
P.O. Box 1541
One Blue Hill Plaza
Pearl River, New York  10965

Re: Hudson Technologies, Inc.
  Registration Statement on Form S-3
Filed  July 3, 2012
  File No.  333-182526

Dear Mr. Zugibe :

We have limited our review of your registration 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 believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Please tell us how you are eligible to conduct your offering on Form S -3.  We note that
the aggregate market value of your voting and non -voting common equity held by non -
affiliates appears to be less than $75  million during the 60 days prior to filing the
registration statement, so that you would not meet the requirement of General Instruction
I.B.1 to use Form S -3.  If you are relying on General Instruction I.B.4 to use Form S -3,
please tell us how you have m et the informational requirements to warrant holders
required by General Instruction I.B.4(b) and (c).  If you are relying on General
Instruction I.B.6 to use Form S -3, please include the information on your prospectus
cover page that is required by Instru ction 7 to General Instruction I.B.6.

2. We note that your original registration statement , SEC  file number 333 -151973, expired
on September 5, 2011 under Rule 415(a)(5) .  Please tell us supplementally whether any
offers or sales of the shares originally c overed by this registration statement were made

Kevin  J. Zugibe
Hudson Technologies, Inc.
July 16, 2012
Page 2

 after this date.  In this regard, we note that t he new Form S -3 filed on July 3, 2012
registers 1,168,750 shares of common stock underlying outstanding warrants , which is
200,000 less than the amount offered on the July 2, 2010 prospectus supplement to your
original registration statement .

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 the information the Securitie s Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the 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 provide a written statement from the company
acknowledging 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

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

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence, me
at (202) 551 -3760  with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director
cc: Via E -Mail
 Richard DiStefano

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

       DIVISION OF
CORPORATION FINANCE

                                                                               February 8, 2011
 Mr. James R. Buscemi Chief Financial Officer Hudson Technologies, Inc. 1 Blue Hill Plaza, Suite 1541 Pearl River, New York 10965
 RE: Hudson Technologies, Inc.
Form 10-K for the Year Ended December 31, 2009 Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010 File No. 1-13412

Dear Mr. Buscemi:
 We have completed our review of your  filings and do not have any further
comments at this time.

  Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

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Hudson Technologies, Inc

February 1, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:	Hudson Technologies, Inc. (the "Registrant" or "Company")

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2010, June 30, 2010 and September 30, 2010

File No.  1- 13412

Dear Mr. Decker:

The Registrant is responding to the comment contained in your letter dated January 20, 2011 regarding the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the "Form 10-K").  We have numbered the responses contained herein to correspond to the comments contained in the comment letter.

Item No.	     Response

1.
	                 The Company will disclose in the 2010 Form 10-K that the Company was in compliance with all debt covenants as of December 31, 2010 and 2009, and that the Company believes it is reasonably likely that the Company will continue to be in compliance with all debt covenants in the foreseeable future. Additionally, in the 2010 Form 10-K the Company will discuss the cause of covenant violations that occurred for the quarters ended June 30, 2009 and March 31, 2010, and the terms of the covenant waivers obtained as well as a reconciliation of Adjusted EBITDA to the most comparable US GAAP amount for each period presented. The Company will also disclose in all future filings commencing with the 2010 Form 10K whether it was in compliance with it's debt covenants as well as the specific terms of any financial debt covenant and an indication as to whether or not it is reasonably likely to be in compliance with all financial debt covenants for the foreseeable future. The proposed disclosure in the 2010 Form 10-K, in substantial form follows:

"The Facility contains three financial covenants: (a) minimum EBITDA; (b) minimum Tangible Net Worth; and (c) maximum Capital Expenditures.

(a)  EBITDA, which represents a non-GAAP measurement of certain financial results, is defined in the Facility as total income before interest expense, taxes, depreciation, amortization, and other non-cash expenses ("Adjusted EBITDA"). The Adjusted EBITDA is calculated quarterly on a rolling 12 months basis. Our calculation of Adjusted EBITDA does not represent and should not be considered as an alternative to net income or cash provided by operating activities as determined by GAAP. We make no representation or assertion that Adjusted EBITDA is indicative of our cash provided by operating activities or results of operations. We have provided a reconciliation of Adjusted EBITDA to net income solely for the purpose of complying with SEC regulations and not as an indication that Adjusted EBITDA is a substitute measure for income from operations.

(b)  Tangible Net Worth is calculated quarterly and is defined as total assets less intangible assets, less total liabilities.

(c)  Capital Expenditures are compared quarterly on a YTD basis to an annual cap set forth in the Facility."

As of December 31, 2010 and December 31, 2009, the Company was in compliance with these covenants and all other covenants in the Facility, and the Company believes that it is reasonably likely that in the foreseeable future, the Company will continue to be in compliance with all covenants in the Facility.

For the fiscal quarter ended June 30, 2009, the Company obtained a covenant waiver for a violation of the Adjusted EBITDA covenant. The violation occurred primarily because of the adverse impact on our results of operations during the quarter ended June 30, 2009 from the severe downturn in the economy that began in late 2008. Additionally, our second quarter of 2009 operating results were also unfavorably impacted by unseasonably cool weather in the geographic areas where we conduct our business.  The combination of these two factors negatively impacted our operating results due to decreased demand for certain refrigerants as well as a decrease in the price of certain refrigerants.

The Adjusted EBITDA calculation as of June 30, 2009 is based on the "Rolling twelve months" period commencing July 1, 2008 and ending June 30, 2009. Based upon that calculation, the Company's Adjusted EBITDA as of 6/30/09 was $0.8Million, versus $2.1Million as required by the covenant in the Facility. A numeric reconciliation of Adjusted EBITDA to net income (loss) is as follows (In millions):

Net Income for the 12 months ended 6/30/09

$1.8

Income Tax Expense (Benefit)

($3.0)

Interest Expense

$1.4

Depreciation Expense

$0.5

Non Cash Compensation

$0.1

Adjusted EBITDA

$0.8

Following the waiver of the Adjusted EBITDA violation as of June 30, 2009, the Facility was amended on August 13, 2009, which amendment, among other things, reset the Adjusted EBITDA covenant in the Facility on a forward looking basis to the following levels:

Fiscal Quarter Ending

Amount

September 30, 2009

($150,000)

December 31, 2009

($800,000)

March 31, 2010

($400,000)

June 30, 2010

$900,000

September 30, 2010

$1,460,000

December 31, 2010

$1,600,000

March 31, 2011

$1,900,000

As a result of the Facility amendment described above, the Adjusted EBITDA calculation as of December 31, 2009 is based on the six month period commencing with July 1, 2009 and ending December 31, 2009. Based upon that calculation, the Company's Adjusted EBITDA as of 12/31/09 was ($0.6)Million, versus ($0.8)Million as required by the covenant in the Facility. A numeric reconciliation of Adjusted EBITDA to net income (loss) is as follows (In millions):

Net Income (Loss) for the 6 months ended 12/31/09

($2.4)

Income Tax Expense (Benefit)

($0.0)

Interest Expense

$0.6

Depreciation Expense

$0.3

Non Cash Compensation

$0.4

Refrigerant Pricing Adjustment

$0.5

Adjusted EBITDA

($0.6)

As a result of the facility amendment described above, the Adjusted EBITDA calculation as of March 31, 2010 is based on the nine month period commencing with July 1, 2009 and ending March 31, 2010. Based upon that calculation, the Company's Adjusted EBITDA for the nine months ended 3/31/10 was ($0.6)Million, versus ($0.4)Million as required by the covenant in the Facility. The quarter ended March 31, 2010 was negatively affected by a slower than expected recovery from the economic downturn that began in 2008, as we did not experience an appreciable improvement in our operations until March 2010.

 The Company obtained a covenant waiver for this violation of the Adjusted EBITDA covenant. A numeric reconciliation of Adjusted EBITDA to net income (loss) is as follows (In millions):

Net Income (Loss) for the 9 months ended 3/31/10

($2.7)

Income Tax Expense (Benefit)

($0.2)

Interest Expense

$0.9

Depreciation Expense

$0.4

Non Cash Compensation

$0.5

Refrigerant Pricing Adjustment

$0.5

Adjusted EBITDA

($0.6)

Following the waiver of the Adjusted EBITDA violation as of 3/31/10, the Facility was amended on April 28, 2010, which amendment, among other things, reset the Adjusted EBITDA covenant in the Facility on a forward looking basis to the following levels:

Fiscal Quarter Ending

Amount

June 30, 2010

$713,000

September 30, 2010

$1,330,000

December 31, 2010

$1,116,000

March 31, 2011

$1,259,000

June 30, 2011

$1,781,000"

In addition to the foregoing disclosure, the Company's 2010 Form 10-K will also provide a comparison of the Company's actual Adjusted EBITDA as of December 31, 2010 to the Adjusted EBITDA required by the covenants in the Facility similar to the comparison provided above for the prior periods.

In connection with the foregoing response of the Company to the comment in your January 20, 2011 letter, and the responses of the Company in its January 7th letter responding to the comments in your December 23, 2010 letter, and the responses of the Company in its December 15, 2010 letter responding to the comments in your December 3, 2010 letter, the Company acknowledges that:

The Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and other filings;

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and other filings; 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,

We hope that these responses are satisfactory.  If you have any questions, please call me at (845) 735-6000 ext. 6015.

Sincerely,

/s/ James R. Buscemi

James R. Buscemi,

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                                                                   January 20, 2011
 Mr. James R. Buscemi Chief Financial Officer Hudson Technologies, Inc. 1 Blue Hill Plaza, Suite 1541 Pearl River, New York 10965
 RE: Hudson Technologies, Inc.
Form 10-K for the Year Ended December 31, 2009
Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and September 30, 2010 File No. 1-13412

Dear Mr. Buscemi:

We have reviewed your response letter  dated January 7, 2011 and have the
following comment.
Please respond to this letter with in ten business days by providing the
requested information, or by advising us when you will provide the requested response.  If you do not believe  our comment applies to your  facts and circumstances,
please tell us why in your response.       After reviewing the information you provi de in response to this comment, we
may have additional comments.

Form 10-K for the Year Ended December 31, 2009

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Liquidity and Capital Resources, page 15

1. We have read your response to pr ior comment two.  Please revise your
proposed disclosure to include a reco nciliation of Adjusted EBITDA to the
most comparable US GAAP amount for each period presented.  Please show us what your proposed disclosures will look like.

Mr. James R. Buscemi
Hudson Technologies, Inc. January 20, 2011 Page 2
 You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or Pamela
Long, Assistant Director at (202) 551-3760 if you have any questions regarding legal
matters.  Please contact Erne st Greene, Staff Accountant at (202) 551-3733 or me at
(202) 551-3769 if you have questions regarding comments on the financial
statements and related matters.          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

Hudson Technologies, Inc

January 7, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:	Hudson Technologies, Inc. (the "Registrant" or "Company")

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2010, June 30, 2010 and September 30, 2010

File No.  1- 13412

Dear Mr. Decker:

The Registrant is responding to the comments contained in your letter dated December 23, 2010 regarding the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the "Form 10-K").  We have numbered the responses contained herein to correspond to the comments contained in the comment letter.  As noted, where applicable, the Company intends to comply with the Staff's comments in its future filings.

Item No.	Response

1.	The requested Tandy Letter language is set forth below following our responses to the specific comments in the December 23, 2010 letter.

2.	The Company will disclose in the 2010 Form 10-K that the Company was in compliance with all debt covenants as of December 31, 2010 and 2009, and that the Company believes it is reasonably likely that Company will continue to be in compliance with all debt covenants in the foreseeable future.  Additionally, in the 2010 Form 10-K the Company will discuss the cause of covenant violations that occurred for the quarters ended June 30, 2009 and March 31, 2010, and the terms of the covenant waivers obtained. The Company will also disclose in all future filings commencing with the 2010 Form 10-K whether it was in compliance with its debt covenants as well as the specific terms of any financial debt covenant and an indication as to whether or not it is reasonably likely to be in compliance with all financial debt covenants for the foreseeable future. The proposed disclosure in the 2010 Form 10-K, in substantial form, follows:

"The Facility contains three financial covenants: (a) minimum EBITDA; (b) minimum Tangible Net Worth; and (c) maximum Capital Expenditures.

EBITDA, which represents a non-GAAP measurement of certain financial results, is defined in the Facility as income before interest expense, taxes, depreciation, amortization, and other non-cash expenses ("Adjusted EBITDA"). The Adjusted EBITDA is calculated quarterly on a rolling 12 months basis.

Tangible Net Worth is calculated quarterly and is defined as total assets less intangible assets, less total liabilities.

Capital Expenditures are compared quarterly on a YTD basis to an annual cap set forth in the Facility.

As of December 31, 2010 and December 31, 2009, the Company was in compliance with these covenants and all other covenants in the Facility, and the Company believes that it is reasonably likely that, in the foreseeable future, the Company will continue to be in compliance with all covenants in the Facility.

For the fiscal quarter ended June 30, 2009, the Company obtained a covenant waiver for a violation of the Adjusted EBITDA covenant. The violation occurred primarily because of the adverse impact on our results of operations during the quarter ended June 30, 2009 from the severe downturn in the economy that began in late 2008.  Additionally, our second quarter of 2009 operating results were also unfavorably impacted by unseasonably cool weather in the geographic areas where we conduct our business.  The combination of these two factors negatively impacted our operating results due to decreased demand for certain refrigerants as well as a decrease in the price of certain refrigerants.

Adjusted EBITDA is calculated on a cumulative rolling twelve month basis, and the Adjusted EBITDA calculation as of June 30, 2009 included the quarters ended September 30, 2008, December 31, 2008, March 31, 2009 and June 30, 2009. Based on this calculation, the Company's Adjusted EBITDA as of June 30, 2009 was $815,000, versus $2,100,000 as required by the covenant in the Facility. The comparison of actual Adjusted EBITDA versus the Adjusted EBITDA required by the covenant in the Facility at the end of each of the quarters included in the June 30, 2009 calculation is presented below:

As Of:

9/30/08

12/31/08

3/31/09

6/30/09

Covenant Amount of

Adjusted EBITDA

$1.9M

$1.9M

$1.9M

$2.1M

Actual Amount of

Adjusted EBITDA

$6.3M

$6.1M

$4.0M

$815K

Following the waiver of the Adjusted EBITDA violation as of June 30, 2009, the Facility was amended on August 13, 2009, which amendment, among other things, reset the Adjusted EBITDA covenant in the Facility on a forward looking basis to the following levels:

Fiscal Quarter Ending

Amount

September 30, 2009

($150,000)

December 31, 2009

($800,000)

March 31, 2010

($400,000)

June 30, 2010

$900,000

September 30, 2010

$1,460,000

December 31, 2010

$1,600,000

March 31, 2011

$1,900,000

For the fiscal quarter ended March 31, 2010, the Company obtained a covenant waiver for a violation of the Adjusted EBITDA covenant. The quarter ended March 31, 2010 was negatively affected by a slower than expected recovery from the economic downturn that began in 2008, as we did not experience an appreciable improvement in our operations until March 2010.

The Adjusted EBITDA calculation as of March 31, 2010 included the quarters ended September 30, 2009, December 31, 2009 and March 31, 2010. Based on this calculation, the Company's Adjusted EBITDA as of March 31, 2010 was ($582,000), versus ($400,000) as required by the covenant in the Facility. The comparison of actual Adjusted EBITDA versus the Adjusted EBITDA required by the covenant in the Facility at the end of each of the quarters included in the March 31, 2010 calculation is presented below:

As Of:

9/30/09

12/31/09

3/31/10

Covenant Amount of

Adjusted EBITDA

($150K)

($800K)

($400K)

Actual Amount of

Adjusted EBITDA

($118K)

($652K)

($582K)

Following the waiver of the Adjusted EBITDA violation as of March 31, 2010, the Facility was amended on April 28, 2010, which amendment, among other things, reset the Adjusted EBITDA covenant in the Facility on a forward looking basis to the following levels:

Fiscal Quarter Ending

Amount

June 30, 2010

$713,000

September 30, 2010

$1,330,000

December 31, 2010

$1,116,000

March 31, 2011

$1,259,000

June 30, 2011

$1,781,000"

In addition to the foregoing disclosure, the Company's 2010 Form 10-K will also provide a comparison of the Company's actual Adjusted EBITDA as of December 31, 2010 to the Adjusted EBITDA required by the covenants in the Facility similar to the comparison provided above for the prior periods.

3.	The separate agreements with certain Linde affiliate companies covering the United Kingdom and the Republic of South America, were not believed by the Company to be material contracts at the time of entry, have not become and are not now material contracts, and are not expected to become material contracts.  Based upon our initial discussions with the Linde Group (formerly the BOC Group), and the initial revenue projections provided by the Linde Group at the inception of these agreements, we anticipated that each of the agreements with the Linde affiliates would eventually generate significant revenues for the Company, and that the relationship with the Linde Group would also expand into additional countries.  However, the relationship with the Linde Group never expanded beyond the original two contracts, and neither of the Linde affiliates achieved any of the initial projections in those two geographies.  The Company's combined annual revenues from these contracts have never exceeded $350,000, or l % of revenues, and typically the combined average revenues have been under $200,000 per annum.  Each of these agreements is scheduled to expire in 2012 and we do not anticipate any significant growth in revenues from either agreement during the balance of the contract.  The Company will, commencing with the 2010 Form 10-K, provide additional disclosure in its future filings that will address the lack of materiality of these agreements.

	The strategic alliance agreement with EOS Climate, Inc. ("EOS"), was not believed by the Company to be a material contract at the time of entry, has not become and is not now a material contract.  EOS is essentially a start up company with a business model that is largely dependent on various state and federal legislation and regulations that either have not been enacted or have not been fully implemented.  We do believe that this agreement has the potential to develop into an agreement that could be material to our business, particularly if various state and federal legislation and regulations are passed to expand the markets for the services provided by EOS.  However, to date, the Company's revenues generated by the agreement have not been material to the Company's financial performance and are not currently expected to be material in the foreseeable future.  In the event that the business generated by this agreement becomes material to our financial performance in future periods, or at such time that the Company believes that it is reasonably likely that the business generated by the agreement will become material to our financial performance, the Company will revise its disclosures accordingly and will timely file the agreement with EOS.  The Company will, commencing with the 2010 Form 10-K, provide additional disclosure in its future filings, where applicable, that will address the potential importance of this agreement to the Company consistent with the foregoing.

In connection with the foregoing responses of the Company to the comments in your December 23, 2010 letter, and the responses of the Company in its December 15, 2010 letter responding to the comments in your December 3, 2010 letter, the Company acknowledges that:

The Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and other filings;

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and other filings; 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,

We hope that these responses are satisfactory.  If you have any questions, please call me at (845) 735-6000 ext. 6015.

Sincerely,

/s/ James R. Buscemi

James R. Buscemi,

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                                                                 December 23, 2010
 Mr. James R. Buscemi Chief Financial Officer Hudson Technologies, Inc. 1 Blue Hill Plaza, Suite 1541 Pearl River, New York 10965
 RE: Hudson Technologies, Inc.
Form 10-K for the Year Ended December 31, 2009 Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and  September 30, 2010 File No. 1-13412

Dear Mr. Buscemi:

We have reviewed your response letter da ted December 15, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
     After reviewing the information you provide  in response to these comments, we may
have additional comments.

Form 10-K for the Year Ended December 31, 2009

 General

1. You have not provided the tandy language re quested in our previous comment letter
dated December 3, 2010.  In this regard, please  provide us with the following statements,
in writing, as signed by the company, acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• 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.

Mr. James R. Buscemi
Hudson Technologies, Inc. December 23, 2010 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resources, page 15

2. We have read your response to prior comment  three.  The disclosu res suggested in the
guidance we referred to in our prior comment are intended to be forward-looking so that,
when it is reasonably likely th at a covenant may not be met, readers know of that
possibility and the surrounding circumstances pr ior to it actually ha ving occurred and can
see how close the covenant is to not being me t.  The suggested disclosures do not appear
to have been provided either in advance of your covenant violation requiring a waiver in
July 2009 or after the covenant  was violated and a waiver was required, so readers still
may not fully understand what caused the viol ation, exactly what the actual covenant
amount or ratio is in each period presented (with a reconc iliation to US GAAP amounts)
and how that compares to the required covena nt amount or ratio.  They also may not fully
understand the reasonable likelihood of the covenant  violation recurring in  future periods.
In addition, it is not clear from your proposed  disclosure whether you intend to provide
the suggested disclosure in future filings related to the minimum Adjusted EBITDA and
other material covenants.  If not, why not  for the minimum Adjusted EBITDA covenant,
in light of your recent covenant non-complia nce?  If so, please show us what your
proposed disclosures will look like.  Also, since EBITDA is not defined in US GAAP,
you should not imply that it is in your proposed disclosure.

Item 15. Exhibits, Financial Statement and Schedules, page 31

3. We note your response to prior comment si x of our letter dated December 13, 2010.
Please provide us supplementally with your analys is as to the materiality of the separate
agreements with Linde affiliates and the stra tegic alliance agreement with EOS Climate,
Inc.  If you believe that the agreements are no t material to your business, please consider
including appropriate disclosu re in your future filings to help investors place the
importance of these agreements in context .

You may contact Hagen Ganem, Staff Atto rney, at (202) 551-3330 or Pamela Long,
Assistant Director at (202) 551- 3760 if you have any questions regarding legal matters.  Please
contact Ernest Greene, Staff Accountant at (202) 551-3733 or me at (202) 551-3769 if you have
questions regarding comments on the financ ial statements and related matters.
          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

Hudson Technologies, Inc

December 15, 2010

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:	Hudson Technologies, Inc. (the "Registrant" or "Company")

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2010, June 30, 2010 and September 30, 2010

File No.  1- 13412

Dear Mr. Decker:

The Registrant is responding to the comments contained in your letter dated December 3, 2010 regarding the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the "Form 10-K"), and Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010 (the "Reviewed Forms 10-Q"). We have numbered the responses contained herein to correspond to the comments contained in the comment letter.

Item No.	Response

1.	The Company does not believe that the references cited in Item 1 of Part I of the 10-K are inconsistent.  The "four United States patents" referred to under the caption "RefrigerantSide® Services" on page 4 of the Form 10-K refer, as indicated in the Form 10-K, only to the Company's Performance Optimization System, whereas the reference to "a United States patent" on page 8 of the Form 10-K refers, as indicated in the Form 10-K,  only to the Company's "high-speed equipment, components and process to reclaim refrigerants", which is distinct from the Company's Performance Optimization System.  Nonetheless, in response to the staff's comments, the disclosure under the sub-heading "RefrigerantSide® Services" in Part I of  the Company's Form 10-K for the fiscal year ended December 31, 2010 (the "2010 Form 10-K") will be revised to remove the reference to the number of United States patents issued for the Company's Performance Optimization System. Disclosure of the number of United States patents issued for the Company's Performance Optimization System will continue to appear under the "Patents and Proprietary Information" header in the 2010 Form 10-K.

2.	Commencing with the 2010 Form 10-K , and for the 10-Q filings for the fiscal quarters thereafter, the Company will revise the contractual obligations table to separately disclose the amounts of estimated interest payments for the periods presented. An illustration of the proposed revised contractual obligations table (based upon the table previously included in the Company's 10-Q for the fiscal period ended September 30, 2010) follows:

The following is a summary of the Company's significant contractual cash obligations for the periods indicated that existed as of September 30, 2010 (in 000's):

Twelve Month Period ended September 30,

2011

2012

2013

2014

2015

Total

Long and short term debt and capital lease

$4,409

$968

$  45

$  29

$ 7

$  5,458

Obligations:  Principal

                      Estimated Interest (1) (2)

338

54

4

1

1

398

Operating leases

 676

   252

   80

     4

     3

  1,015

Total contractual cash obligations

$5,423

$1,274

 $129

$  34

$ 11

$6,871

======

======

=====

=====

=====

======

____________

(1)  The estimated future interest payments on revolving debt are based on the interest rates in effect and the outstanding revolving debt obligation as of September 30, 2010.

(2)   The estimated future interest payments on all debt other than revolving debt are based on the respective interest rates applied to the declining principal balances of each of the notes through the expiration date of each note.

3.	The Company will confirm in the 2010 Form 10-K  that the Company was in compliance with all debt covenants as of December 31, 2009 and the Company will also disclose whether it was in compliance with the debt covenants as of December 31, 2010 as well as the specific terms of any material debt covenant. An illustration of the proposed disclosure in the 2010 Form 10-K follows:

"As of December 31, 2010 and December 31, 2009, the Company was in compliance with the covenants in the Facility. The Facility contains three financial covenants: minimum "Adjusted EBITDA", minimum Tangible Net Worth, and maximum Capital Expenditures. "Adjusted EBITDA" is defined in the Facility as US GAAP EBITDA adjusted to exclude other "Non-Cash" charges to the Income Statement, such as Non-Cash compensation recorded in accordance with FASB ASC Topic 718. The "Adjusted EBITDA" is calculated quarterly on a rolling 12 months basis. Tangible Net Worth is calculated quarterly and is defined as total assets less intangible assets, less total liabilities. Capital Expenditures are compared quarterly on a YTD basis to an annual cap set forth in the Facility."

	For any future reporting periods for which it is reasonably likely that the Company will not be able to meet any material debt covenant, the Company will, in addition to  disclosing the specific terms of any material debt covenants as set forth in the illustration above, disclose any required ratios/amounts as of each reporting date and where appropriate reconcile them to US GAAP amounts.

4.	The Company hereby confirms that the Company's disclosure controls and procedures referred to in the Form 10-K and the Reviewed Forms 10-Q were effective at the reasonable assurance level.

	Additionally, the disclosure controls language to be contained in the Company's future filings on Form 10-K and on Form 10-Q will be modified to provide, in pertinent part "...the Company's disclosure controls and procedures provide reasonable assurance that they are effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure..."

5. 	The Company confirms that the Summary Compensation Table and Director    Compensation tables reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, and in future filings will modify the language in the footnotes associated with each of those tables to disclose that all stock option awards reflect the aggregate grant date fair value.

6.	With regard to the five separate bullet points contained in comment number 6 of your December 3, 2010 letter, the Company responds as follows:

The Exclusive global technology and marketing agreement with The Linde Group, referenced on page 5, expired on September 30, 2010 and, in the Company's opinion, was not a material contract at the time of entry, and never became a material contract and therefore the Company does not believe that this agreement is required to be filed as an exhibit;

The separate agreements with certain Linde affiliate companies covering the United Kingdom and the Republic of South America, were not believed by the Company to be material contracts at the time of entry, have not become and are not now  material contracts, and are not expected to become  material contracts and therefore, the Company does not believe that these agreements are required to be filed as an exhibit;

The strategic alliance agreement with EOS Climate, Inc., referenced on page five, was not believed by the Company to be a material contract at the time of entry, has not become and is not now a material contract and therefore the Company does not believe that this agreement is required to be filed as an exhibit;

The First Amendment to Restated Employment Agreement with Mr. Zugibe dated December 29, 2008, referenced on page 22 of the Form 10-K, was filed as part of Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.  The schedule of exhibits to the Company's Form 10-K for the fiscal year ended December 31, 2010 will specifically identify the First Amendment to Restated Employment Agreement as an exhibit which will be incorporated by reference  to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

The First Amendment to Amended and Restated Loan Agreement with Keltic Financial Partners, LP, was not either a material agreement or a material amendment to a material agreement and therefore the Company does not believe that the amendment is required to be filed as an exhibit.  Nonetheless, the Company will file The First Amendment to Amended and Restated Loan Agreement with Keltic Financial Partners, LP as a separate exhibit to the Company's 2010 Form 10-K.

7.	A complete copy of the Amended and Restated Loan Agreement between Hudson 	Technologies and Keltic Financial Partners, L.P., dated June 26, 2007, inclusive 	of exhibits and schedules will be filed as an exhibit to the Company's 2010 Form 	10-K.

8.	The Company's future filings will provide certifications that correct any prior 	typographical errors so that the certifications are exactly as set forth in Item 	601(b)(31)(i) of Regulation S-K.  Specifically, paragraph 4(d) of Exhibit 31.1, 	and paragraphs 4(a), 4(b) and 4(c) of Exhibit 31.2 will be revised to 	conform exactly to the language required by Item 601(b)(31)(i) of Regulation S-	K.

9.	To the extent applicable, the Company's future interim filings will be prepared in 	accordance with the foregoing responses.

We hope that these responses are satisfactory.  If you have any questions, please call me at (845) 735-6000 ext. 6015.

Sincerely,

/s/ James R. Buscemi

James R. Buscemi,

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                                                                 December 3, 2010
 Mr. James R. Buscemi Chief Financial Officer Hudson Technologies, Inc. 1 Blue Hill Plaza, Suite 1541 Pearl River, New York 10965
 RE: Hudson Technologies, Inc.
Form 10-K for the Year Ended December 31, 2009
Forms 10-Q for the Periods Ended March 31, 2010, June 30, 2010 and  September 30, 2010 File No. 1-13412

Dear Mr. Buscemi:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.
Form 10-K for the Year Ended December 31, 2009

 Item 1. Business

 Products and Services

 RefrigerantSide® Services, page 4

1. Your disclosure under this heading that you have “been awarded four United States
patents for [your] Performance Optimization System” appears inconsistent with your
statement on page eight under th e heading “Patents and Propri etary Information” that you
“hold[] a United States patent….”  Please revise your disclosure accordingly in future filings.

Mr. James R. Buscemi
Hudson Technologies, Inc. December 3, 2010 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resources, page 15

2. In future filings, please consider revising your contractual obligations table to separately
disclose the amounts of your estimated inte rest payments for each period presented.
Please show us in your supplemental response what the revisions will look like.

3. In future filings, please disclose whethe r you were in compliance with your debt
covenants as of December 31, 2009.  Please disc lose the specific terms of any material
debt covenants with any required ratios/amount s.  For any material debt covenants for
which it is reasonably likely that you will not  be able to meet, such as your minimum
EBITDA covenant that you requi red a waiver for violati ng in July 2009, please also
disclose the actual ratios/amounts as of each reporting date and reconcile them to US
GAAP amounts.  If EBITDA as defined in the credit facility is  not computed as
commonly defined, please also retitle this measure to better c onvey that additional
adjustments are included.  One choice may be  to call it Adjusted EBITDA.  See Sections
I.D and IV.C of the SEC Interpretiv e Release No. 33-8350 and Compliance and
Disclosures Interpretation 102.09 whic h is available on our website at
http://www.sec.gov/divisions/cor pfin/guidance/nongaapinterp.htm .  Please show us in
your supplemental response what the revisions will look like.

Item 9A (T). Controls and Procedures
 Disclosure Controls and Procedures, page 19

4. We note your statement that “any controls and procedures, no matter how well designed
and operated, can provide only reasonable a ssurance of achieving the desired control
objectives….”  Please confirm to us, and revise accordingly in future filings to indicate,
that your disclosure controls and procedures  are effective at the reasonable assurance
level.  Alternatively, please remove the re ference to the level of assurance of your
disclosure controls and procedures.
 Item 11. Executive Compensation

 Summary Compensation Table, page 22

 5. Please confirm, if true, that  the option awards disclosed in your summary compensation
and director compensation tables reflect the a ggregate grant date fair value computed in
accordance with FASB ASC T opic 718.  See Items 402(n)(2)(vi) and (r)(2)(iv) of
Regulation S-K.

Mr. James R. Buscemi
Hudson Technologies, Inc. December 3, 2010 Page 3  Item 15. Exhibits, Financial Statement and Schedules, page 31

6. We note that you have not filed or incorpor ated by reference any of the items listed
below.
• Exclusive global technology and marke ting agreement with The Linde Group,
referenced on page five.
• Separate supplemental agreements with certain Linde affiliate companies covering
the United Kingdom and the Republic of S outh Africa, referenced on page five.
• Strategic alliance agreement with EOS Climate, Inc., referenced on page five.
• First Amendment to Restated Employment Agreement with Mr. Zugibe dated
December 29, 2008, referenced on page 22.
• First Amendment to Amended and Restated Loan Agreement with Keltic Financial
Partners, L.P.
In future filings, please file or incorporate by reference each of these agreements in accordance with Item 601(b)(10) of Regulati on S-K, or explain to us why you believe
each is not required to be filed.

7. It appears that you have omitted the schedules  and exhibits referenced in your Amended
and Restated Loan Agreement between H udson Technologies and Keltic Financial
Partners, L.P. dated June 26, 2007, incorporated  by reference as exhibit 10.16.  Please file
with your next Exchange Act report a comple te copy of this credit agreement, which
should include all schedules and exhibits re ferenced therein.  See Item 601(b)(10) of
Regulation S-K.
Exhibits 31.1 and 31.2

8. In future filings, please file your certifications as exactly set forth in  Item 601(b)(31)(i) of
Regulation S-K, without modifying the langu age in paragraphs 4(a), (b), and (d).

Form 10-Q for the Period Ended September 30, 2010
 General

 9. Please address the comments above in  your interim filings as well.

  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 s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

Mr. James R. Buscemi
Hudson Technologies, Inc. December 3, 2010 Page 4
• the company is responsible for the adequacy an d accuracy of the disclo sure 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.
 You may contact Hagen Ganem, Staff Atto rney, at (202) 551-3330 or Pamela Long,
Assistant Director at (202) 551- 3760 if you have any questions regarding legal matters.  Please
contact Ernest Greene, Staff Accountant at (202) 551-3733 or me at (202) 551-3769 if you have
questions regarding comments on the financ ial statements and related matters.
          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

      Unassociated Document

    HUDSON
      TECHNOLOGIES, INC.

    P.O.
      Box
      1541

    One
      Blue
      Hill Plaza

    Pearl
      River, New York 10965

    September
      3, 2008

    VIA
      EDGAR AND FACSIMILE

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Hudson
                Technologies, Inc.

    Registration
      Statement on Form S-3

    SEC
      File No. 333-151973

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461(a) under the Securities Act of 1933, as amended, it is hereby
      requested that the effective date of the above-referenced Registration Statement
      on Form S-3 (the “Registration Statement”) of Hudson Technologies, Inc. (the
“Company”) be accelerated and that the Registration Statement become effective
      at 4:30 P.M. on Friday, September 5, 2008, or as soon thereafter as
      practicable.

    In
      connection with the foregoing acceleration request, the Company acknowledges
      that:

          ·

            should
              the United States Securities and Exchange Commission (“Commission”) or its
              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 its staff, acting pursuant to delegated
              authority, in declaring the Registration Statement effective, does
              not
              relieve the Company from its full responsibility for the accuracy and
              adequacy of the disclosure in the Registration Statement;
              and

          ·

            the
              Company may not assert staff comments and the declaration of effectiveness
              of the Registration Statement 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,

              HUDSON
                TECHNOLOGIES, INC.

              By:

                /s/
                Kevin J. Zugibe

              Name:
                Kevin J. Zugibe

              Title:
                Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

August 13, 2008

 By facsimile to (212) 885-5001 and U.S. Mail

  Mr. Kevin J. Zugibe Chairman and Chief Executive Officer Hudson Technologies, Inc. P.O. Box 1541 1 Blue Hill Plaza Pearl River, NY 10965  Re: Hudson Technologies, Inc.  Pre-effective Amendment 1 to Registration Statements on Form S-3  Filed July 30, 2008  File No. 333-151973

Dear Mr. Zugibe:

We reviewed the filing and have the comments below.
 Description of Preferred Stock, page 3

 1. Refer to prior comments 6 and 9.  Revise the fourth paragraph’s first sentence to clarify that the following description, together with the additional information that you may include in any applicable prospectus supplements, summarizes the material terms and provisions of the preferred stock that you may offer under this prospectus.

Conversion Rights, page 5; Conversion or Exchange Rights, page 9

2. Refer to prior comment 10 and the parenthetical phrase “other securities.”  As noted previously, all of the underlying classes of securities to which the convertible securities relate must be identified in the registration statement.  Please revise.

Exhibit 5

3. You indicate in response to prior comment 19 that you will file a new legal opinion immediately before the registration statement’s effectiveness.  Allow us sufficient time to

Mr. Kevin J. Zugibe
August 13, 2008 Page 2
 review the opinion before requesting acceleration of the registration statement’s effectiveness.

December 31, 2007 10-KSB

 Results of Operations, page 13

 Year Ended December 31, 2007 as Compared to the Year Ended December 31, 2006, page 13

4. We have read your response to prior comment 23.  Please confirm that you will include
the revised Management’s Discussion and Analysis disclosure in your future filings.
 Note 1 – Summary of Significant Accounting Policies, page 36

 Revenue and Costs of Sales, page 37

 5. We have read your response to prior comment 27.  We assume from your response that your RefrigerantSide Services and Refrigerant Product Services are operating segments as defined by paragraph 10 of SFAS 131 and that you aggregate both operating segments
into one reportable segment.  Paragraph 17 of SFAS 131 indicates that two or more operating segments may be aggregated if the segments have “similar economic characteristics” and if the segments are similar in each of the criteria in paragraph 17(a) through (e).  It is still not clear how you determine that your operating segments exhibit similar economic characteristics.  Please provide the following information:

• Please tell us how you determined that both of your operating segments have similar economic characteristics as required by paragraph 17 of SFAS 131 for aggregation.  In doing so, please address any apparent differences in economic characteristics and trends between each segment being aggregated.  Please provide us with your key metrics used in your quantitative analysis for each of the last three fiscal years, the most recent interim periods, and each subsequent year and interim period for which you have budgeting information.  Please ensure that you also show the dollar and percentage changes from period to period in your analysis.  Please include detailed explanations for any apparent differences in economic characteristics and trends for a given operating segment when compared to another operating segment for a given period or over several periods.  Explain why each of these differences woul d not be considered an indication of
differences in economic characteristics between the two operating segments and your basis for concluding that each difference was only temporary.  Refer to paragraphs 17 and 18 of SFAS 131; EITF 04-10; and Question 8 of the FASB Staff Implementation Guide for SFAS 131.

Mr. Kevin J. Zugibe
August 13, 2008 Page 3

• Please provide us with the financial information that is provided to your CODM.
Please also provide us with any financial information provided to your board of directors as well.

If RefrigerantSide Services and Refrigerant Product Services are not operating segments, then your reference to the aggregation criteria would not be consistent with segment reporting under SFAS 131. If this is the case, please tell us how you determined your operating segment in accordance with paragraph 10 of SFAS 131.
 Closing

  As appropriate, please amend your filing in response to the comments.  You may wish to provide us marked courtesy copies of the filing to expedite our review.  Please furnish a cover letter tagged as correspondence with your amendment 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 review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of each pending registration statement, it should furnish a letter, at the time of the request, acknowledging 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.

• 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.

Mr. Kevin J. Zugibe
August 13, 2008 Page 4
   In addition, please be advised that the Division of Enforcement has access to all information that you provide to the staff of th e Division of Corporation Finance in connection
with our review of your filings or in response to our comments on your filings.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may direct questions regarding comments on the financial statements and related matters to Ernest M. Greene, Staff Accountant, at (202) 551-3733 or Rufus G. Decker III, Accounting Branch Chief, at (202) 551-3769.  Y ou may direct questions on other comments and
disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 236-3767.
Very truly yours,

Jennifer R. Hardy
                                                               Legal Branch Chief  cc: Robert J. Mittman, Esq.  Ethan Seer, Esq.  Blank Rome LLP  405 Lexington Avenue  New York, NY 10174

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

July 23, 2008

 By facsimile to (212) 885-5001 and U.S. Mail

  Mr. Kevin J. Zugibe Chairman and Chief Executive Officer Hudson Technologies, Inc. P.O. Box 1541 1 Blue Hill Plaza Pearl River, NY 10965  Re: Hudson Technologies, Inc.  Registration Statements on Form S-3  Filed June 26, 2008  File No. 333-151973
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 and Subsequent Exchange Act reports
 File No. 1-13412

Dear Mr. Zugibe:

We have reviewed your filings and have the following comments.  Where indicated, we
think that you should revise the documents in response to these comments.  If you disagree, we will consider your explanation 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 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 is to assist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.

Mr. Kevin J. Zugibe
July 23, 2008 Page 2
 S-3

 General

 1. We note that the prospectus’ descriptions of the securities being offered include only general terms and provisions of the securities being offered and that Hudson Technologies will describe the particular terms and provisions of the securities being offered in one or more prospectus supplements.  Consequently, we reserve the right to review any prospectus supplement subsequently filed relating to the securities being offered.
 2. We would expect any prospectus supplement to provide clear and reasonably detailed disclosure, as applicable, of these items:

• The nature and scope of any event of default provisions attached to the offered securities, with an indication of the specific types of events protected against and the specific types of events not protected against.

• If the offered securities are to be subordinated to other obligations of Hudson Technologies or its subsidiaries that would be accelerated upon the triggering of a change in control or poison put feature, the material effects of the triggered change in control or poison put option on the offered securities and their holders.

• If there is any anti-takeover device or measure relating to Hudson Technologies’ equity securities, including the ability of Hudson Technologies’ board of directors to issue authorized but unissued preferred stock without further shareholder action, a classification of the board of directors, and supermajority voting requirements to effect changes in the certificate of incorporation, bylaws, and other governing instruments or to approve certain corporate actions, the material effects on Hudson Technologies’ debt securities, including the offered securities and their holders.

• If there is an application for a listing of the offered securities on a securities exchange, whether there is any assurance that the listing will be obtained and, if obtained, whether there is any assurance that an active trading market in the offered securities will develop or continue.

• Material United States federal income tax consequences relating to the offered securities for Hudson Technologies and holders of the offered securities.

Mr. Kevin J. Zugibe
July 23, 2008 Page 3
 • The current amount of the total indebtedness obligations of Hudson Technologies and its subsidiaries as of the most recent date practicable, with disclosure of any current intent or plan to incur additional indebtedness in the future.

• If Hudson Technologies’ existing credit arrangements contain provisions for interest rate hedging, any material hedging risks and their material effects on the offered securities and holders of the offered securities.

• The potential material effects on the offered securities and their holders if there is a bankruptcy, insolvency, or reorganization of Hudson Technologies or its subsidiaries.
 3. Where the offered securities involve the issuance of a novel or complex security, we may have comments on the disclosure in a prospectus supplement.  If Hudson Technologies is considering such an offering and would prefer our review of the disclosure in preliminary
form rather than in the definitive prospectus supplement, submit the proposed prospectus supplement to us in advance of the intended offering date.
 4. Provide us written confirmation before the registration statement’s effectiveness that Hudson Technologies will file:

• A tax opinion if securities are offered with original issue discount or other material tax consequences.

• Appropriate opinion(s) of counsel upon issuance of the offered securities.
 About This Prospectus, page 1

 5. Move this section so that it follows the risk factors section.  See
 Item 503(c) of
Regulation S-K.
 6. Please revise to indicate that the information in your prospectus is complete.

About Hudson Technologies, Inc., page 1

7. If Hudson Technologies intends this section to be a summary section, so indicate.  Otherwise, move this section so that it follows the risk factors section.  See
 Item 503(c)
of Regulation S-K.

Mr. Kevin J. Zugibe
July 23, 2008 Page 4
 Risk Factors, page 2

 8. We note the statement “Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.”  Since Hudson Technologies is required to disclose all risks that it believes are material, please delete this statement.
 Description of Preferred Stock, page 3

 9. Refer to this section’s fourth paragraph.  You may not qualify information in a prospectus on Form S-3 to an exhibit such as the certificate of incorporation or the bylaws outside the prospectus unless incorporation by reference or a summary of a document filed as an exhibit is required by the form.  See
 Rule 411(a) of Regulation C under the Securities
Act.  Additionally, you may not qualify information in a prospectus on Form S-3 by reference to New York law.  Please revise.  Please also apply this comment to similar language in your “Description of Warrants” on page 6.
 10. We note your disclosure on page 5 under “Conve rsion Rights” that your preferred stock
may be convertible into “other securities.”  Note that shares of preferred stock may not be issued for “other securities” that have not been registered under the registration statement unless the shares convertible into the other securities are not legally exercisable immediately or within one year of the date of sale of the preferred stock.  Also, all of the underlying types of securities into which the preferred stock may be converted must be identified with specificity in the registration statement.  Please also apply this comment to your disclosure concerning conversion of your debt securities.

Description of Debt Securities, page 7

11. Disclosure states that Hudson Technologies will file as exhibits to the registration statement or will incorporate by reference from reports that it files any indentures containing the terms of the debt securities being offered.  Since the Trust Indenture Act of 1939 does not permit the qualification of an indenture after the registration statement’s effectiveness, an indenture must be filed as an exhibit and included in the registration statement at the time of effectiveness.  Please revise.
 12. Disclose in any applicable prospectus supplement whether the covenants or provisions of the governing indenture afford protection to holders of the debt securities if there is a highly leveraged transaction, reorganization, restructuring, merger, or similar transaction involving Hudson Technologies.  Alternatively, disclose how lack of the covenants or provisions may affect adversely holders of the debt securities.

Mr. Kevin J. Zugibe
July 23, 2008 Page 5
 13. Provide in any applicable prospectus supplement a description of any covenants or provisions within the governing indenture that may afford protection to holders of the debt securities if there is a highly leveraged transaction, reorganization, restructuring, merger, or similar transaction involving Hudson Technologies, including:

• The applicability of the covenants or provisions.

• The ability of Hudson Technologies’ board of directors or the trustee of the governing indenture to waive the covenants or provisions.

• Whether the covenants or provisions may have limited applicability if there is a leveraged buyout initiated by or supported by Hudson Technologies, Hudson Technologies’ management, or an affiliate of Hudson Technologies or Hudson Technologies’ management.

Alternatively, disclose that the governing indenture lacks the covenants or provisions, with an indication of the material effects for holders of the debt securities.
14. If a prospectus supplement relates to debt that includes a provision or term providing for redemption at the option of the holder, give appropriate consideration to whether an offer to purchase under the provision or term will constitute an issuer tender offer.  If so, indicate in the prospectus supplement that the offer will comply with applicable regulations under the federal securities laws, including Rule 14e-1 under the Exchange Act.
 15. If a prospectus supplement relates to debt that includes a provision or term providing for redemption at the option of the holder or repurchase or acceleration upon the occurrence of a triggering event or failure to maintain a particular financial ratio, provide adequate disclosure of any other liabilities that would have to be repaid and any consents or waivers that would have to be obtained before or concurrently with the “triggered debt” repurchase, repayment, or acceleration, with disclosure of any other potential limitations on Hudson Technologies’ financial ability to comply with its obligations arising from the occurrence.
 Consolidation, Merger or Sale, page 10

 16. Quantify the words “substantially all” as used in reference to Hudson Technologies’ assets.  Alternatively, provide disclosure of the words’ established meaning under applicable state law.  If an established meaning is unavailable, provide disclosure of the consequences or effects of the uncertainty on the ability of holders of the debt securities

Mr. Kevin J. Zugibe
July 23, 2008 Page 6
 to determine whether a sale or other disposition of substantially all of Hudson Technologies’ assets has occurred.
 Plan of Distribution, page 14

 17. We note the reference to delayed delivery contracts or DDC in this section’s fifth paragraph.  Provide us written representations that:

• Performance by purchasers under DDC will not be a condition to performance by the relevant underwriters.

• No contingency is associated with DDC that could affect the completion of the
relevant underwriting.

Information Incorporated by Reference, page 17

18. Include Hudson Technologies’ Commission file number for filings made under the Exchange Act.
 Exhibit 5

 19. We note the statement “We assume no obligation to update or supplement any of the opinions set forth herein to reflect any changes of law or fact that may occur.”  Since the opinion must speak as of the date of the registration statement’s effectiveness, delete this statement.  Alternatively, file a new opinion immediately before the registration statement’s effectiveness.

10-KSB

 General

 20. Where a comment below requests additional disclosures or other revisions, please show us what the revisions will look like in your supplemental response.  All revisions should be included in your future filings, including your interim filings where appropriate.

Mr. Kevin J. Zugibe
July 23, 2008 Page 7
 Strategic Alliances, page 4

 21. Disclosure states that Hudson Technologies’ agreement with E.I. DuPont de Nemours and Company expires April 30, 2008 and that Hudson Technologies is negotiating an extension of the agreement.  As appropriate, update the disclosure in future filings.
 Customers, page 5

 22. You indicate that for the years ended December 31, 2007 and 2006, one customer accounted for approximately 12% and 10% of your revenues.  Please disclose the names of any customers which in the aggregate constituted 10% or more of your consolidated revenues and the loss of such customer would have a material adverse effect on your business as a whole.  Refer to Item 101(h)(4)(vi) of Regulation S-K.
 Year Ended December 31, 2007 as Compared to the Year Ended December 31, 2006, page 13

23. You indicate that the increase in cost of sales was primarily due to the increase in volume
and an increase in cost of certain refrigerants sold offset by a decrease in supply costs of RefrigerantSide Services performed during the period.  Please quantify the impact of each factor you identify when multiple factors contribute to fluctuations, as applicable.  You should also ensure that you are explaining the majority of increases or decreases in each line item.  Similarly enhance your discussions regarding the business reasons for changes in revenues between periods as well.  Please refer to Item 303 of Regulation S-K.
 Liquidity and Capital Resources, page 13

 24. On page 14, you indicate that future interest expense is not readily calculable.  Please consider revising your table of contractual cash obligations to include the estimated interest payments on your debt based on prevailing rates at December 31, 2007.  Because the table is aimed at increasing transparency of cash flow, we believe these payments should be included in the table.  Please also disclose any assumptions you made to derive these amounts.
 25. On page 14, you indicate that long and shor t term debt includes $8.5 million outstanding
under the credit facility with Keltic, which expires on or before 2010.  Please tell us why there is less than $8.5 million in payments shown in the contractual obligations table on page 14 for 2008, 2009 and 2010 combined.  Otherwise, please revise your table accordingly.  Please also revise your table of scheduled maturities of long-term debt and capital lease obligations on page 41, as necessary.

Mr. Kevin J. Zugibe
July 23, 2008 Page 8
 Executive Compensation, page 20

 26. With a view toward future disclosure, please tell us the amounts upon which you based your bonus pools for 2007 and 2006.
 Note 1 – Summary of Significant Accounting Policies

 Revenue and Costs of Sales, page 37

 27. You indicate that your main operating divisi ons are RefrigerantSide Services Group and
Refrigerant Product Services Group in your Frequently Asked Questions that appear on your website.  Please tell us whether you consider these operating divisions to be your operating segments and why or why not.  Please disclose the factors used to identify your reportable segments and the types of products and services from which each reportable segment derives its revenues in accordance with paragraph 26 of SFAS 131.  Please also tell us how you met each of the aggregation criteria in paragraph 17 of SFAS 131 to include each operating segment in the reportable segment you did.
 Note 9 – Commitments and Contingencies

 Legal Proceedings, page 41

 28. For each legal proceeding, please tell us and revise future filings, to disclose:

• The amount of any accrual as of each balance sheet date, if necessary for an understanding of the contingency;

• The range of reasonably possible loss; or

• State that such a loss cannot be estimated.

If you believe that any losses are remote, please explain in your response.

For example, you indicate that there can be no assura

SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, D.C. 20549-7010

    DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010

                                                             March 30,
2006

  Mr. James R. Buscemi
  Chief Financial Officer
  Hudson Technologies, Inc.
  275 North Middletown Road
  Pearl River, New York 10965

          RE:     Form 10-KSB for the Fiscal Year ended December 31, 2004
                  Forms 10-QSB for the Fiscal Quarters ended March 31,
2005,
June 30,
                  2005 and September 30, 2005
                  File No. 1-13412

  Dear Mr. Buscemi:

          We have completed our review of your Form 10-KSB and related filings
and have
  no further comments at this time.

          If you have any further questions regarding our review of your
filings, please
  direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752 or, in his
absence, to
  the Nudrat Salik, Staff Accountant, at (202) 551-3692.

                                                      Sincerely,

                                                      Rufus Decker
                                                      Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

March 22, 2006

Mr. James R. Buscemi
Chief Financial Officer
Hudson Technologies, Inc.
275 North Middletown Road
Pearl River, New York 10965

 RE:  Form 10-KSB for the Fisc al Year ended December 31, 2004
Forms 10-QSB for the Fiscal Quarters  ended March 31, 2005, June 30,
2005 and September 30, 2005
                     File No. 1-13412

Dear Mr. Buscemi:

  We have reviewed your response lett er dated February 10, 2006 and have the
following additional comments.  If you disagree with our comment, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.

 Please understand that the purpose of our re view 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 aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

James R. Buscemi
Hudson Technologies, Inc.
March 22, 2006 Page 2 of 3
Form 10-KSB for the year ended December 31, 2004

Financial Statements
Consolidated Statements of Operations, page 34
1. We have reviewed your response to pr ior comment 4.  Given that the $98,000
recorded as a gain on the sale of fixed assets represents approximately 24% of your operating income (loss) for the year ended December 31, 2004, it is not clear how you determined this amount is not material.  Please revise your financial statements.

Note 9 – Stockholders’ Equity, page 42
2. We have reviewed your response to comm ent 5.  We remind you that note 4 to
paragraph 5 of EITF 98-5 states that in circumstances in which convertible
securities are issued with detachable warra nts, you must first allocate the proceeds
between the convertible instrument and th e detachable warrants using the relative
fair value method of Opinion 14 in order to determine the amount to be allocated to the beneficial conversion feature.  For each convertible note issuance, please
provide us with the calculation used to  determine the amount that should be
allocated to the convertible debt and th e warrants as well as how you determined
the amount to be allocated to the benefici al conversion feature.   Your calculations
should specifically show the number of common shares that the note is
convertible into, the fair market value of your common stock on the date of each
issuance, the conversion strike price of each note issued, and the resulting
beneficial conversion amount fo r each note that you issued.
3. Please tell us the assumptions used in the Black-Scholes model to determine the $157,000 fair value of the note warrants.
4. We have reviewed your response to co mment 6.  Please revise your financial
statements for the year ended Decem ber 31, 2003 to properly account for the
Series A Preferred Stock.  Please appropriately address the following:
1. an explanatory paragraph in the reissued audit opinion,
2. full compliance with APB 20, paragraphs 36 and 37,
3. fully update all affected portions of the document, including MD&A,
selected financial data, a nd quarterly financial data,
4. updated certifications.

*    *    *    *

James R. Buscemi
Hudson Technologies, Inc.
March 22, 2006 Page 3 of 3
        Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

        If you have any questions regardi ng these comments, please direct them to Gus
Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.

          Sincerely,

        R u f u s  D e c k e r
        B r a n c h  C h i e f

CORRESP
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Hudson Technologies, Inc

March 24, 2006

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re: Hudson Technologies, Inc. (the "Registrant" or "Company")

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Form 10-QSB for the Fiscal Quarters Ended March 31, 2005, June 30, 2005 and

September 30, 2005

File No.  1- 13412

Dear Mr. Decker:

The Registrant is responding to the comments contained in your letter dated March 22, 2006 regarding the Company's filings on Form 10-KSB for the fiscal year ended December 31, 2004, and Form 10-QSB for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005.

Item No.

Response

1.

The financial statements contained in the Registrant's Form 10-KSB/A for the fiscal year ended December 31, 2004 will reflect a reclassification to operating income of the $98,000 originally recorded as other income.  The Registrant's Form 10-KSB for the fiscal year ended December 31, 2005 will reflect this reclassification as well.

2. & 3.

A) The fair value of the convertible notes was deemed to be the face value of the notes.  There were three issuances as follows: $664,317 on 12/20/02, $495,000 on 12/20/02 and $500,000 on 4/15/03.  The initial conversion price for the notes was equal to the average closing price of the Company's common stock as reported on the NASDAQ SmallCap Market for the five business days preceding the date of the note.

B) The initial exercise price of the warrants was 110% of the conversion price of the convertible notes on the date of issuance of the convertible notes.  The Black Scholes calculation for the original number of warrants of 182,210 was deemed to be approximately $157,500.  The underlying assumptions were as follows:

Warrant term:

5 years

Dividend Rate:

0%

Risk Free Interest Rate:

3.50%

Volatility:

60%

Mr. Rufus Decker

March 24, 2006

Page Two

It should be noted that, after the various adjustments to the notes, the note holders actually received only 163,357 warrants and no adjustment was made to the original Black Scholes calculation.

C) The notes were originally convertible into 1,822,100 shares of common stock at the conversion rate stated in A above.  Due to the fact that the fair value of the warrants were deemed to be approximately $157,500, such amount of the proceeds were attributed to the warrants and the face value of the debt was reduced by the $157,500.  Consequently, the fair value of the beneficial conversion of the debt was deemed to be approximately $157,500.

It should be noted that, after the various adjustments to the notes, upon conversion, the note holders actually received only 1,745,454 shares of common stock and no adjustment was made to the original calculation of the beneficial conversion feature.

D) The aggregate of the fair value of the warrants and of the beneficial conversion feature was $315,000 and such amount was charged to interest expense in the fiscal year ended 12/31/03.

4.

The Company will file Form 10-KSB/A for the fiscal year ended December 31, 2004, which will reflect a restatement to the Statement of Operations for the fiscal year ended December 31, 2003 to properly account for the Series A Preferred Stock, as requested by your comment No. 4.  The amendment will include an explanatory paragraph in the reissued audit opinion; will be in full compliance with APB 20, paragraphs 36 and 37; will fully update all affected portions of the document, including MD&A; and will include updated certifications.

We are anxious to conclude these matters to the staff's complete satisfaction. Given the time and effort already spent by both the SEC 's staff and the Company in resolving the staff's comments, and in light of the fact that the filing deadline for the Company's 2005 10-KSB is only one week away, we would greatly appreciate if the staff could review the Company's responses in a time frame that will allow the Company to incorporate any necessary changes and file its 2005 Form 10-KSB on or before the March 31 deadline. Please do not hesitate to call me if you have any questions at (845) 735-6000 on extension 6015.

Sincerely,

James R. Buscemi

Chief Financial Officer

CORRESP
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Hudson Technologies, Inc

February 10, 2006

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:	Hudson Technologies, Inc. (the "Registrant" or "Company")

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Form 10-QSB for the Fiscal Quarters Ended March 31, 2005, June 30, 2005 and September 30, 2005

File No.  1- 13412

Dear Mr. Decker:

The Registrant is responding to the comments contained in your letter dated February 1, 2006 regarding the Company's filings on Form 10-KSB for the fiscal year ended December 31, 2004 and Form 10-QSB for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005.

Item No.	    Response

Where applicable, the Registrant's responses to the Staff's comments below indicate what the revisions will look like, and such revisions will appear in the Registrant's future periodic reports, where appropriate.

The following represents the revised Management's Discussion and Analysis with respect to material fluctuations in revenues,

Revenues for 2004 were $14,613,000, a decrease of $3,350,000 or 19% from the $17,963,000 reported during the comparable 2003 period.  The decrease in revenues was primarily attributable to a decrease in refrigerant revenues of $4,469,000 offset by an increase in RefrigerantSide® Service revenues of $1,119,000.  The decrease in refrigerant revenues is related to a reduction in the sales prices of approximately $2,100,000 and a decrease in the volume of CFC based refrigerants primarily sold to the automotive aftermarket of approximately $2,400,000.  The Company believes that the decline in automotive refrigerants and the decline in volume of other CFC based refrigerants is due to a reduction in the number of systems that use CFC based refrigerants and expects this trend to continue in the future.  The increase in RefrigerantSide® Services of $1,119,000 was primarily attributable to an increase in the revenue per job sold, which is a consequence of the reorganization of the Company's sales and marketing efforts.

The Company's gross margin for 2004 increased by $694,000 when compared to the same period for 2003.  The increase in gross margin was primarily due to a net reduction in the cost of refrigerants sold of approximately $384,000, and a reduction in the cost of facilities and payroll associated with the Company's RefrigerantSide® Services, resulting from the reorganization in 2003, of approximately $310,000.

In future filings, Item 8A - Controls and Procedures, will read, in pertinent part, as follows:

"... the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that: i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure by the Company; and ii) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. ...".

  	Additionally, we hereby confirm that the Company's disclosure controls and procedures upon evaluation based upon the above definition of the Company's disclosure controls and procedures, were effective as of December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005.

The gain on the sale of fixed assets resulted from the sale of assets that were deemed redundant and such sales were deemed to be miscellaneous income. The Company determined, based on guidance from S-X- 5-03(b)7(d), to reflect the gain from the sale of fixed assets outside of Income from Operations and include the gain as part of Other Income.  Upon further review, the Company recognizes that this approach does not meet the requirements of paragraph 45 of SFAS 144.  However, we believe at this time that a reclassification of $98,000 to Income from Operations from Other Income is not a material change to the Statement of Operations or of the Company's financial position due to the fact that such reclassification would not materially alter the total mix of information available to the shareholders or users of the financial statements and therefore, the Company believes the reclassification would not have effected their decisions.  In the future the Company will make certain that gains or losses from the sale of assets will be included as a component of income from operations.

In accordance with EITF 98-05, the Company was required to measure the intrinsic value of the beneficial conversion feature of the convertible debt.  The fair value of the convertible debt was deemed to be its face value.  The value of the warrants issued in connection with the debt issuance was $157,000.  Therefore, the face value of the debt was reduced by the value of the warrants.  Consequently, the $157,000 represented the intrinsic value of the beneficial conversion feature of the convertible debt.

On December 20, 2002, the Company issued $495,000 in Convertible Notes (the "Convertible Notes") to officers and key employees, family members of certain officers and the holders of the Company's Series A Preferred Stock.  The Convertible Notes provided that they were convertible into the Company's Common Stock, under specified circumstances, at a conversion price equal to the 5 day average closing price as of the close of business the day preceding the issuance of the Convertible Notes, which was $.79 per share.  The issuance of the Convertible Notes was conditioned upon receipt of a written consent to the Convertible Notes issuances from the Company's principal lender, the CIT Group ("CIT").  Written consent from CIT was not formally received until April 10, 2003.  The 5-day average closing price of the Company's Common Stock as of April 9, 2003 had increased to $1.13 per share.  The holders of the Series A Preferred Stock advised the Company that, due to their substantial ownership position, they did not want any action to be taken by the Company that somehow could be construed as conferring an unfair benefit on them at the expense of the minority shareholders.  Accordingly, in an effort to avoid even the appearance that an unfair benefit had been conferred upon them, the holders of the Series A Preferred Stock advised the Company that the conversion rate for the Convertible Notes should be established based upon the date of receipt of CIT's consent and, therefore, should be increased from $.79 to $1.13 per share.  The remaining holders of the Convertible Notes agreed to this amendment as well.  Accordingly, on April 10, 2003, all of the then holders of the Convertible Notes executed agreements acknowledging that, effective December 20, 2002, the conversion rate for the Convertible Notes was amended and adjusted to $1.13 per share. Therefore, the change in conversion rate for the Convertible Notes from $.79 to $1.13 occurred on April 10, 2003 and, in connection with the Rights Offering, adjusted downward to $1.10 on December 19, 2003.

During the period of December 2002 through December 2003, no adjustments were made to the original calculation of the intrinsic value of the beneficial conversion feature due to the fact that these transactions were a series of similar transactions with the same lenders culminating in the conversion of the convertible notes into the Company's Shareholder Rights Offering.   Therefore, for accounting purposes, the Company aggregated the debt issuances.  It should be noted that, based on the original conversion rate established by the notes at the time of issuance, the original number of shares that the note holders, whose conversion rates were adjusted, would have received upon the conversion of the notes was approximately 981,000 shares.  As a result of the adjustments of the conversion rates, the note holders actually received approximately 905,000 shares of the Company's common stock upon conversion in December 2003.  As a result of these adjustments to the conversion rates, the intrinsic value did not exceed the original calculation and, as such, the Company amortized the original calculation of the intrinsic value of the conversion feature of the debt.

On March 30, 1999 and February 16, 2001, the Company issued the Series A Preferred Stock.  The initial conversion rate of the Series A Preferred Stock was $2.375 and was a premium to the then current market price by 27% and 23% for the March 30, 1999 and February 16, 2001 issuances, respectively.  Due to the fact that the conversion rate of the Series A Preferred Stock was a significant premium to the current market price, no intrinsic value existed for the conversion feature of the Series A Preferred Stock.

The anti-dilution provisions, which initially contained a conversion rate floor of $1.78, of the Series A Preferred Stock contained provisions which allowed the conversion price of the Series A Preferred Stock to be adjusted downward upon, among other things, the issuance by the Company of securities that were convertible to shares of common stock at a conversion price below the then conversion price established for the Series A Preferred Stock.

In the fourth quarter of 2002, the Company needed to raise significant capital to help fund its continuing operations and was seeking shareholder approval to issue convertible notes.  On December 20, 2002, the shareholders approved the removal of the floor on the Series A Preferred Stock conversion rate and authorized the issuance of the convertible notes.

In November 2002, the Company was planning to file a registration statement in connection with a Shareholder Rights Offering in an effort to raise capital.  It should be noted that if the Shareholder Rights Offering raised capital in excess of the financial needs of the Company, such amounts were permitted to repay all of the outstanding indebtedness under the convertible notes, thereby preventing any conversion of the convertible notes to common stock.  Moreover, the primary lenders of the December 2002 convertible notes were the Series A Preferred Stock holders and they did not want to trigger the downward adjustment of the conversion rate of the Series A Preferred Stock through the issuance of the convertible debt to themselves.  As previously stated, the Series A Preferred Stock holders wanted to avoid even the appearance that an unfair benefit had been conferred on them at the expense of the minority shareholders. In light of the foregoing, the holders of the Series A Preferred Stock agreed to waive the anti-dilution provisions of the Series A Preferred Stock solely with respect to the issuance of the convertible notes, but not with respect to any actual conversion of the convertible notes.

In December 2003, the convertible notes converted into shares of common stock at the conversion rates of $.79 and $1.10 and, accordingly, the conversion rate of the Series A Preferred Stock decreased from $2.375 to $.79. The Company disclosed these events, and specifically disclosed the number of additional shares to be issued to the holders of the Series A Preferred Stock upon the occurrence of these events, in its proxy statement dated November 20, 2002, its registration statement on Form SB-2, which was declared effective on September 23, 2003, its filings on Form 10-KSB for the years ended December 31, 2002 and 2003 and its filings on Form 10-QSB for the 2003 year.

The fair value of the additional 10,566,807 common shares that the Series A Preferred Stock holders would receive upon conversion of the Series A Preferred Stock was greater than the proceeds of the Series A Preferred Stock.  Consequently, pursuant to paragraph 6 of EITF 98-5 the Company capped the dividend at $9,500,000, representing the proceeds from the issuance of the Series A Preferred Stock.  Further guidance from EITF 00-27 does not change the calculation due to the fact that the only intrinsic value associated with the Series A Preferred Stock is the beneficial conversion feature of the Series A Preferred Stock.

Except for the Company's presentation of loss per common share, there would be no other impact to the Company's financial position or to any other financial presentation resulting from the guidance of EITF 98-5.  Consequently, utilizing the guidance of EITF 98-5 would have resulted in a dividend to the Series A Preferred Stock holders in the amount of $9,500,000, thereby increasing the loss available to the common stock holders by such amount.  In addition, the Company would have recorded a debit and credit to the Company's Additional Paid-In Capital in the amount of $9,500,000, which would have no impact in either the components of or in Total Stockholders' Equity.

As set forth above, the Company discussed and disclosed the effects of the downward adjustment of the conversion rate of the Series A Preferred Stock over a fourteen-month period commencing with the issuance of the Company's Proxy Statement in November 2002, through December 2003, the date that the convertible notes converted to common stock.  Not only had the dilutive effects and the number of shares that the Series A Preferred Stock holders were to receive upon conversion been disclosed in the EDGAR filings above, but it also discussed, after the completion of the EDGAR filings, these outcomes at the annual shareholders meeting and during conference calls with investors.  Unfortunately, when the downward adjustment of the conversion rate of the Series A Preferred Stock actually occurred in December 2003, the Company inadvertently neglected to include the intrinsic value of the reduction in the conversion rate of the Series A Preferred Stock in the calculation of loss per common share available to the common stock holders.  The Company regrets this oversight.

The EPS calculation that would have been included in the Company's Statements of Operations for the years ended December 31, 2004 and 2003 would be as follows:

(amounts in thousands, except for share and per share amounts)

For the Year Ended December 31,

2004
2003
2003

As Filed
Corrected
As Filed

Net Income (Loss)
$264
$(2,432)
$(2,432)

Preferred Stock Dividends
(228)
(10,366)
(866)

Available for Common Shareholders
$36
$(12,798)
$(3,298)

======
======
======

Net Income (Loss) per Common Share

- Basic and Diluted
$0.00
$(2.43)
$(0.63)

======
======
======

Weighted average Number of Shares

Outstanding - Basic
21,388,102
5,271,086
5,271,086

========
========
========

Weighted average Number of Shares

Outstanding - Diluted
21,417,814
5,271,086
5,271,086

========
========
========

As described in SAB 99 the measure of materiality must be addressed in both quantitative and qualitative measurements.  SAB 99 specifically refers to Concepts Statement 2 paragraph 132, which describes the essence of materiality as "The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item."  In addition SAB 99 refers to, TSC Industries v. Northway, Inc., 426 U.S. 438, 449 (1976) in which, "The Supreme Court held that a fact is material if there is - a substantial likelihood that the...fact would have been viewed by the reasonable investor as having significantly altered the "total mix" of information made available." Based upon these two citations the Company respectfully submits that a change to the 2003 EPS presentation is not material to a reader of the financial statements

CORRESP
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Hudson Technologies, Inc

November 29, 2005

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:	Hudson Technologies, Inc. (the "Registrant" or "Company")

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Form 10-QSB for the Fiscal Quarters Ended March 31, 2005 and June 30, 2005

File No.  1- 13412

Dear Mr. Decker:

The Registrant is responding to the comments contained in your letter dated November 7, 2005 regarding the Company's filings on Form 10-KSB for the fiscal year ended December 31, 2004 and Form 10-QSB for the quarters ended March 31, 2005 and June 30, 2005.

Item No.		Response

Where applicable, the Registrant's responses to the Staff's comments below indicate what the revisions will look like, and such revisions will appear in the Registrant's future periodic reports, where appropriate.

For the year ended December 31, 2004, the Company's refrigerant revenues decreased by $4,469,000.  The decrease in refrigerant revenues was approximately $2,400,000 of a volume variance and approximately $2,100,000 of a price variance.  Where applicable, in future filings the Company will provide additional information regarding material fluctuations in revenues.

For the year ended December 31, 2004, the Company's gross margin increased by $694,000.  The increase in gross margin was due to a reduction in the cost of refrigerants sold and to a lesser extent a reduction in the cost of payroll associated with the Company's RefrigerantSideâ
 Services. Where applicable, in future filings the Company will provide additional information regarding material fluctuations in gross margin.

The Company respectfully disagrees with this comment. The first sentence of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Act"), expressly defines "disclosure controls and procedures" as "controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms". This is what the Company has reported on it its evaluation of its disclosure controls and procedures in the periodic reports referenced in your November 7, 2005 letter. A literal reading of the second sentence of Rules 13a-15(e) and 15d-15(e) demonstrates that the subject matter of this sentence is contained within the definition of "disclosure controls and procedures" which are defined in the first sentence of the rules.  Therefore, by definition, the Company's prior statement regarding the effectiveness of its disclosure controls and procedures satisfies the requirements of Rule 13a-15(e) of the Act, which is the section applicable to the Company.

Initially, the Company would like to note that management's discussion and analysis ("MD&A") did not disclose that "sales of CFC refrigerants sales represent the majority of your business", as stated in your comment letter.  The MD&A states "(S)ales of refrigerants continue to represent a majority of the Company's revenues", and that "(M)ost of the Company's refrigerant sales are CFC based refrigerants, which are no longer manufactured."

CFC based refrigerants and equipment that utilize these types of refrigerants ceased to be manufactured after 1995.  Prior to 1995, non-CFC based refrigerants and equipment that utilize these types of refrigerants have been and continue to be manufactured.  The Company has been disclosing this industry-wide trend and the potential effect on the Company. All of the Company's revenues are treated as one group due to the fact that the Company's direct and indirect expenses are the same pool of expenses for all revenues.  The Company acquires used (dirty) refrigerant and reclaims (recycles) these refrigerants.  The process, procedures and cost structure for reclamation is the same for all types of refrigerants.  The Company reclaims both CFC based and non-CFC based refrigerants and sells those refrigerants to the same customers, typically contractors who service refrigeration systems.  Therefore, revenues from the sale of all refrigerants are considered a single group of products and are disclosed as such.

Other income represents insurance proceeds for the sale and margin loss of a certain inventory product.  The insurance proceeds that exceed the inventory cost of the lost product are reflected as other income.  The gain on sale of assets represents the gain from the sale of fixed assets that had been depreciated.  Due to the fact that these items do not relate to on-going operations the Company utilized the guidance of S-X 5-3(b) and classified these items as other income.

Despite the decline in demand for CFC based refrigerants, the Company has and continues to sell these products at amounts over its costs.  The Company evaluates, on a continual basis, both current and anticipated sales prices of its products to insure that subsequent sales and future orders are above the cost of inventory.  In connection with the Company's filings on Form 10-KSB at December 31, 2004 and Form 10-QSB at June 30, 2005, it determined that no valuation allowance was necessary for this inventory.

Your comments letter states that the note warrants were issued as a result of the Rights Offering.  In December 2002 and April 2003, the Company issued convertible debt and the right to receive warrants to purchase common stock of the Company ("Note Warrants").  There were no Note Warrants issued in connection with the Rights Offering.

The fair value of the convertible notes was deemed to be its face value.  The fair value of the note warrants, utilizing Black-Scholes, was calculated to be approximately $157,000.  The value of the conversion feature of the notes, in accordance with EITF 98-05 intrinsic value, was calculated to be approximately $157,000.  The aggregate of the two amounts of $315,000 was recorded as debt discount cost and such amount was amortized and presented as a component of interest expense.

Initially, all of the convertible notes issued in December 2002 had a conversion rate of $.79 and, as previously stated, the value of the conversion feature of the convertible notes was calculated utilizing the $.79 conversion rate.  Subsequently, the holders of a certain amount of convertible notes, which did not constitute all of the outstanding convertible notes, voluntarily agreed to increase the conversion rate of their notes to $1.13.  Upon completion of the Rights Offering, the conversion rate of all  convertible notes, except those notes that retained the conversion rate of $.79, was adjusted downward to $1.10.  The holders of the convertible notes whose conversion rate was adjusted downward to $1.10 would have received approximately 981,000 shares of the Company's common stock if the conversion was made utilizing the initial conversion rate.  Based on the final conversion rate of $1.10, the holders of these notes did receive approximately 905,000 shares of the Company's common stock.  The Company did not recognize any adjustments to the OID calculations based on the changes in conversion rates due to the fact that the revisions in the conversion rate resulted in the note holders receiving fewer shares of common stock than originally included in the OID calculation.

Upon the issuance of the convertible notes in December 2002, the holders of the Series A Preferred Stock had the right to have the conversion rate of the Series A Preferred Stock adjusted downward to the conversion rate of the convertible notes.  In December 2002, the holders of the Series A Preferred Stock waived their right to the downward adjustment in the conversion rate of the Series A Preferred Stock until such time that the convertible notes converted to common stock.  In December 2003, the convertible notes converted into shares of common stock at the conversion rates of $.79 and $1.10 and, accordingly, the conversion rate of the Series A Preferred Stock decreased from $2.375 to $.79. The Company disclosed these events and the number of additional shares to be issued to the holders of the Series A Preferred Stock upon the occurrence of these events in its proxy statement dated November 21, 2002, its registration statement on Form SB-2, which was declared effective on September 23, 2003, and in its filings on Form 10-KSB for the years ended December 31, 2002 and 2003.  In retrospect, however, the Company notes that it did not reflect in its loss per common share presentation the reduction in conversion rate of the Series A Preferred Stock and the resulting increase of 10,566,807 common shares upon conversion of the Series A Preferred Stock as a deemed dividend to the holders of the Series A Preferred Stock in accordance with EITF 98-5.

The Company respectfully submits, for the reasons set forth below, that no amendment to its Form 10-KSB for the years ended December 31, 2003 and 2004 resulting from its current understanding of EITF 98-5 should be required.  The only impact to the Company's financial statements for the year ended December 31, 2003, following the guidance of EITF 98-5, would be to the presentation of the Company's loss per common share ("EPS"), which would reflect the value of the additional 10,566,807 common shares as a deemed dividend of approximately $9,500,000.  It should be noted that the fair value of the additional 10,566,807 common shares is in excess of $9,500,000 but is capped at that amount due to the fact that the proceeds received from the sales of the Series A Preferred Stock was $9,500,000.  At December 31, 2003, the Company had a substantial accumulated deficit, which was the result of its continued losses.  Consequently, utilizing the guidance of EITF 98-5 would have resulted in a debit and credit to the Company's Additional Paid-In Capital, which would have no impact in either the components of or Total Stockholders' Equity.  Except for the Company's presentation of loss per common share, there would be no other impact to the Company's financial position or any other financial presentation resulting from the guidance of EITF 98-5.  A reader of the Company's financial information, including the Statement of Operations, contained in the Company's filings on Form 10-KSB for the year ended December 31, 2003 was aware of the downward adjustment to the conversion rate of the Series A Preferred Stock, including the effect on the number of shares that the Series A Preferred Stock holders were to receive upon the change in the conversion rate, and that the Company sustained a substantial net loss, which net loss would not be affected by the application of EITF 98-5.  In addition, on March 31, 2004, the Series A Preferred Stock holders converted all of their shares of Series A Preferred Stock and, as of that date, there are no shares of Preferred Stock outstanding.  Upon the conversion of the Series A Preferred Stock, the preferred holders received common stock in the aggregate of 75% of the total outstanding shares of the Company's common stock.  The adoption of EITF 98-5 does not change the Company's operating loss or net loss nor would the adoption change the readers understanding of the Company's financial results.  The deemed dividend would have been reflected as a non-cash charge in the calculation of EPS.  In addition, the Company believes that its EPS is not a significant measurement utilized by the readers of the Company's financial statements due to the substantial continuing losses recognized by the Company.  At this time, any changes to the 2003 EPS presentation would not be material to a reader of the Company's financial statements, may result in confusion to a reader and not provide relevant trend guidance to the Company's financial performance subsequent to December 31, 2003 due to the fact that such change would dramatically increase the loss per common share for the year ended December 31, 2003, and such information would not be disclosed beyond the Company's filings for the year ended December 31, 2004.

The Company believes that there are only three remaining liabilities associated with the release of R-11 at its Hillburn, New York facility.  The Company is required to comply with the consent order agreed to with the New York State Department of Environmental Conservation ("DEC"). Based on legal advice and testing by an independent engineering firm, the Company believes that at December 31, 2004 it has properly accrued for all costs required by the DEC consent order.  As of December 31, 2004, the Company had accrued $155,000 for the cost of its obligations under the DEC consent order.  To the Company's knowledge there are no further claims that could be asserted by the Village of Suffern.  However, the Village of Suffern notified the Company that it may perform additional testing and, as of December 31, 2004, the Company accrued $5,000 representing the cost of one year's testing by the Village to the extent that in the future the Village may perform such tests.  Prior to September 2004, the Company was not made aware of any potential claims or assessments with Ramapo Land.  In addition, prior to September 2004, the Company had obtained legal advice and had an independent appraisal firm evaluate the value of the property to support its belief that there were no potential claims.  In September 2004, Ramapo Land did assert claims for $80,000 of costs that it has allegedly incurred in connection with the Company's release of R-11 at its facility and did assert that the value of the premises had been diminished by an unspecified amount.  Based upon further updates of both legal advice and independent appraisal obtained by the Company, no amount has been accrued for the unspecified claim associated with the value of the property.  However, as of December 31, 2004, the Company has accrued $80,000 for the claim of costs allegedly incurred by Ramapo Land. The Company is not aware of any other potential or unasserted claims that it will suffer or additional losses in excess of the amounts accrued.  However, there could be unforeseen events, none of which the Company knows of or can predict at this time, that could change the ultimate costs pursuant to these three claims or any other claim.

None of the Company's accruals have been discounted, thus the disclosures required by question 1 of SAB Topic 5-Y are not applicable.

Where applicable, the Staff's comments will be addressed in the Company's interim filings with the Commission.

The Registrant acknowledges its responsibility for the adequacy and accuracy of the disclosure in the periodic reports that it files with the Commission.  The Registrant also acknowledges that Staff comments or changes to disclosure in response to Staff comments pursuant to the Act do not foreclose the Commission from taking any action with respect to the filing.  The Registrant also acknowledges that it 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.

We hope that these responses are satisfactory.  If you have any questions, please call me at (845) 735-6000 ext. 6015.

Sincerely,

James R. Buscemi

Chief Financial Officer

<DOCUMENT>
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<TEXT>

Mail Stop 7010

      November 7, 2005

Mr. James R. Buscemi
Chief Financial Officer
Hudson Technologies, Inc.
275 North Middletown Road
Pearl River, New York 10965

	RE: 	Form 10-KSB for the Fiscal Year ended December 31, 2004
Forms 10-QSB for the Fiscal Quarters ended March 31, 2005 and June
30, 2005
                    	File No. 1-13412

Dear Mr. Buscemi:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your response what the
revisions will look like.  These revisions should be included in
your
future filings.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 13
2. For material fluctuations in revenues, please quantify and
discuss
the extent to which the fluctuation is due to pricing, volumes
sold,
or the introduction of new products and services.    Please also
disclose the reasons for the increase in gross margin from
$4,962,000
in 2003 to $5,606,000 in 2004 despite the decrease in revenues
from
$17,963,000 in 2003 to $14,613,000 in 2004.  Refer to Item 303(b)
of
Regulation S-B.

Item 8A - Controls and Procedures, page 18
3. You state that your disclosure controls and procedures were
effective to provide reasonable assurance that information
required
to be disclosed in your filings under the Securities Exchange Act
of
1934 is recorded, processed, summarized and reported within the
time
periods specified in the Securities and Exchange Commission rules
and
forms.  This is an incomplete definition of disclosure controls
and
procedures per Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
Please revise your definition in future filings to also clarify,
if
true, that your disclosure controls and procedures were effective
to
ensure that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure.  Please also confirm to us that your
disclosure
controls and procedures were effective as of December 31, 2004 and
June 30, 2005 when evaluating based on the complete definition of
disclosure controls and procedures.

Financial Statements
4. In management`s discussion and analysis you disclosed that
sales
of CFC refrigerant sales represent the majority of your business
and
that CFC based refrigerants are no longer manufactured.  You also
disclosed that to the extent you are unable to source CFC based
refrigerants or other chemical based replacements, your financial
condition and results of operations could be materially adversely
affected.  Please provide the enterprise-wide product-line and
service disclosures for each group of similar service, including
CFC
based refrigerants revenues and other chemical based refrigerants
revenues, as required by paragraph 37 of SFAS 131.
Consolidated Statements of Operations, page 34
5. Please provide us with a description of the amounts included in
other income and gain on sale of assets.  Tell us how you
determined
it was appropriate to exclude these amounts from operating income
(loss).  Refer to the accounting literature which supports your
presentation.

Note 6.  Inventories, page 41
6. In your discussion of the decline in revenue during the year
ended
December 31, 2004 as compared to the year ended December 31, 2003,
you state that you believe the decline in automotive refrigerants
and
the decline in volume of other CFC based refrigerants is due to a
reduction in the number of systems that use CFC based refrigerants
and you expect this trend to continue in the future.  Please tell
us
what consideration have been given to this trend in your valuation
of
inventory at December 31, 2004 and June 30, 2005.

Note 9 - Stockholders` Equity, page 42
7. With reference to the specific accounting literature used,
please
explain to us how you accounted for the following:
* The change in the conversion rates of the convertible notes as a
result of the Rights Offering;
* The issuance of note warrants as a results of the Rights
Offering;
and
* The change in the conversion rate of the Series A Preferred
Stock.

Note 10 - Commitments and Contingencies, page 43
8. For each matter, please disclose the amount accrued and the
estimated additional loss, or range of loss, if there is a
reasonable
possibility that a loss exceeding amounts already recognized may
have
been incurred and the amount of that additional loss is material,
or
state that such an estimate cannot be made.  Refer to paragraph 9
and
10 of SFAS 5.

9. For each matter in which you are involved in remediation,
please
provide the disclosures called for by Question 1 of SAB Topic 5:Y,
including the remediation liability amount recorded on a
discounted
and undiscounted basis and expected payments over each of the five
succeeding years.

Form 10-QSB for the period ended June 30, 2005

General
10. Please address the comments above in your interim filings as
well.

*    *    *    *

      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response on EDGAR
as
a correspondence file.  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 filings reviewed by the
staff
to be certain that they have provided all information required
under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed 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 their filings;

* 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 Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.

          						Sincerely,

								Rufus Decker
								Branch Chief
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James R. Buscemi
Hudson Technologies, Inc.
November 7, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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