February 6, 2006
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Mark P. Shuman
Hugh Fuller
| Re: | Maxwell Technologies, Inc. (the “Company”) |
Registration Statement on Form S-3 Filed January 17, 2006
File No. 333-131073
Dear Staff:
On behalf of Maxwell Technologies, Inc., this letter responds to the comment of the staff of the Securities and Exchange Commission to the filing of the above-referenced registration statement, which was included in your letter dated January 23, 2006. Below we have reproduced your comment and have followed with our response.
Form S-3
Part II Item 17 Undertakings
| 1. | Please see Item 512(a) of Regulation S-K which was recently amended. You should address this comment by including the undertakings specified by either paragraph (a)(5)(i) or (a)(5)(ii) of Item 512 of Regulation S-K. Please advise as applicable. |
Response: The Company has revised the undertakings in the enclosed Amendment No. 1 to Form S-3 to include paragraph (a)(5)(i) of Item 512 of Regulation S-K.
Please direct your questions or additional comments to Afif G. Khoury of this office (858.350.2336) or me (858.350.2323). In addition, we would request that you provide a facsimile of any additional comments you may have to Mr. Khoury and me at 858.350.2399. Thank you for your assistance.
| Sincerely, |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
/s/ Jeffery Higgins |
| Jeffrey Higgins |
| cc: | Afif G. Khoury |
