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April 12, 2016
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-0213
Fax: (703) 813-6968
Re: XG Sciences, Inc.
Request for Acceleration of Registration Statement on Form S-1
File No. 333-209131
Ladies and Gentlemen:
XG Sciences, Inc., a Michigan corporation (the “Company”) hereby requests acceleration of the effectiveness of its Registration Statement on Form S-1 (File No. 333-209131), first filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 27, 2016, as amended on March 1, 2016, March 22, 2016, April 5, 2016 and April 11, 2016, to 5:00PM ET on April 13, 2016, or as soon thereafter as practicable. The Company hereby acknowledges that:
| · | 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; |
| · | 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 |
| · | the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions or comments regarding this filing to Matthew Ogurick, Esq. at (305) 539-3352 of K&L Gates LLP, legal counsel to the Company.
| Sincerely, |
| |
| /s/ Philip L. Rose |
| Philip L. Rose Chief Executive Officer |