MAGNEGAS CORPORATION
150 Rainville Road
Tarpon Springs, FL 34689
August 14, 2012
Via EDGAR
Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549
Attention: Russell Mancuso, Branch Chief
| Registration Statement on Form S-1 |
Dear Mr. Mancuso:
MagneGas Corporation (the “Registrant”) along with Northland Securities, Inc., as representative of the several underwriters, hereby withdraws their acceleration request letters dated August 10, 2012, which requested that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it would have become effective on August 14, 2012.
Please contact Gregg E. Jaclin of Anslow & Jaclin LLP with any questions or comments at (732) 409-1212. Thank you for your assistance with this filing.
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| Very truly yours, |
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| MagneGas Corporation |
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| By: | /s/ Luisa Ingargiola |
| | Luisa Ingargiola |
| | Chief Financial Officer |
cc: Gregg E. Jaclin, Anslow & Jaclin, LLP
Jonathan Zimmerman, Faegre Baker Daniels LLP