AXION POWER INTERNATIONAL, INC.
3601 Clover Lane
New Castle, PA 16105
July 12, 2011
VIA EDGAR
Amanda Ravitz
Assistant Director
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Axion Power International, Inc.
Registration Statement on Form S-3 (File No. 333-174692)
Dear Ms. Ravitz:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Axion Power International, Inc. (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-3, as amended, be accelerated to 5:00 p.m. eastern time on July 14, 2011, or as soon thereafter as practicable.
In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:
| • | 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 staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | The Registrant may not assert staff comments or 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 contact Jolie Kahn, Esq. at (212) 422-4910 with any questions you may have concerning this request. In addition, please notify Ms. Kahn when this request for acceleration has been granted.
Very truly yours,
/s/ Charles Trego
Charles Trego
cc: Jolie Kahn, Esq.