July 27, 2012
Securities and Exchange Commission
Attn: Ms. Peggy Kim
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | Lighting Science Group Corporation |
| Amendment No. 1 to Schedule TO-I filed July 16, 2012 |
| File No. 005-42472 |
Dear Ms. Kim:
In conjunction with the responses to the letter dated July 20, 2012, containing comments from the staff of the Securities and Exchange Commission (the “Staff”) relating to Amendment No. 1 to Schedule TO-I of Lighting Science Group Corporation (the “Company”) filed on July 16, 2012, the Company acknowledges that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | The Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and |
| • | The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States. |
| Lighting Science Group Corporation | ||
| By: | /s/ Zvi Raskin | |
| Name: Zvi Raskin | ||
| Title: General Counsel | ||
