GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, WI 53202
Ph: (414) 273-3500 / Fax: (414) 273-5198
January 26, 2009
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
RE: ZBB Energy Corporation
Ladies and Gentlemen:
Transmitted herewith via EDGAR on behalf of ZBB Energy Corporation (the “Company”), please find the Company’s Registration Statement on Form S-3. The Registration Statement relates to the Company’s offering of an indeterminate number of shares of the Company’s common stock, with an aggregate initial offering price of up to $10,000,000. The $393.00 filing fee will be deducted from the Company’s current balance of $603.40 relating to fees previously remitted to the Commission. If you have any questions regarding this filing, please call me or Michael J. Conmey at the number indicated above.
Very truly yours,
GODFREY & KAHN, S.C.
/s/ Kathy A. Hayes
Kathy A. Hayes
Paralegal
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cc: | Scott W. Scampini |
| Michael J. Conmey |
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