ADVANCED CELL TECHNOLOGY, INC.
33 Locke Drive
Marlborough, MA 01752
November 5, 2012
EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey Riedler, Esq.
| Re: | Advanced Cell Technology, Inc. | |
| Registration Statement on Form S-1 | ||
| Filed October 5, 2012 | ||
| File No. 333-184321 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Advanced Cell Technology, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 3:00 p.m. Eastern Time, on November 6, 2012, or as soon thereafter as possible.
The Company hereby acknowledges the following:
| · | 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 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. |
Advanced Cell Technology, Inc.
By: /s/ Gary Rabin
Name: Gary Rabin
Title: Chief Executive Officer
