5985 McLaughlin Road
Mississauga, Ontario Canada L5R 1B8
T: 905 361 3660 / F: 905 361 3626
July 6, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Division of Corporation Finance
Re: Hydrogenics Corporation
Registration Statement on Form F-3
Filed on May 25, 2010 and amended on June 23, 2010
File No. 333-167078
Dear Sir or Madam:
In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests acceleration of effectiveness of the above-captioned Registration Statement on Form F-3 to 5:00 p.m. (Washington D.C. time) on July 8, 2010, or as soon thereafter as practicable.
In addition, Hydrogenics Corporation (the “Company”) acknowledges that:
· should the U.S. 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.
If you have any questions regarding this letter, please feel free to contact me by telephone at (905) 361-3633, by fax at (905) 361-3626 or by e-mail at ldavis@hydrogenics.com.
| By: | HYDROGENICS CORPORATION | |
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| /s/ Lawrence E. Davis | |
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| Name: | Lawrence E. Davis |
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| Title: | Chief Financial Officer |