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 |
File No. 333-181775
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, MagneGas Corporation (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) 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.
In connection with this request, the Company acknowledges the following:
(1) should the 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;
(2) 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
(3) 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.
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| | Very truly yours, |
| | |
| | MagneGas Corporation |
| | | |
| | By: | /s/ Luisa Ingargiola |
| | | Luisa Ingargiola |
| | | Chief Financial Officer |
cc: Gregg E. Jaclin, Anslow & Jaclin, LLP
Jonathan Zimmerman, Faegre Baker Daniels LLP
