MUSCLEPHARM CORPORATION
4721 IRONTON STREET, BUILDING A
DENVER, COLORADO 80239
TELEPHONE: (303) 396-6100
December 28, 2012
VIA EDGAR
Jeffrey Riedler
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | MusclePharm Corporation |
| Registration Statement on Form S-1/A (the “Registration Statement”) |
| File No. 333-184625 |
Dear Mr. Riedler:
MusclePharm Corporation (the “Company”) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement so that it may become effective at 2:00 p.m. Eastern Standard Time on December 31, 2012, or as soon thereafter as practicable. The Company would also appreciate telephone notice of such effectiveness to Reid A. Godbolt at (303) 573-1600.
In connection with the Company’s request for acceleration of effectiveness of the Registration Statement, the Company acknowledges the following:
| (1) | 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; |
| (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 asset staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States. |
| Very truly yours, | |||
| MUSCLEPHARM CORPORATION | |||
| By: | /s/ Brad J. Pyatt | ||
| Name: Brad J. Pyatt | |||
| Title: Chief Executive Officer and President | |||
