NORTHLAND SECURITIES, INC.
45 South Seventh Street, Suite 2000
Minneapolis, Minnesota 55402
August 14, 2012
| Securities and Exchange Commission | BY EDGAR |
| 100 F Street, N.E. | |
| Washington, DC 20549 | |
| Attention: Russell Mancuso, Branch Chief | |
Re: MagneGas Corporation
Registration Statement on Form S-1 (File No. 333-181775) (“Registration Statement”)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, (“Securities Act”) the undersigned as representative of the several underwriters, hereby joins MagneGas Corporation in requesting that the effective date of the above referenced Registration Statement on Form S-1 be accelerated and that such Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Wednesday August 15, 2012, or as soon thereafter as possible.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, please be advised that the approximate number of preliminary prospectuses, dated August 14, 2012, were distributed:
| To Whom Distributed | Number of Copies |
| Institutions | 600 Copies |
| Individuals | 275 Copies |
| Total | 875 Copies |
The undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 under the Securities Exchange Act of 1934 in connection with the above-referenced Registration Statement.
Very truly yours,
NORTHLAND SECURITIES, INC.
By: /s/ Shawn Messner
Name: Shawn Messner
Its: Principal
