Nixon Peabody LLP
100 Summer Street
Boston, Massachusetts 02110-2131
(617) 345-1000
William E. Kelly
Direct Dial: (617) 345-1195 / Direct Fax: (866) 743-4899
E-Mail: wkelly@nixonpeabody.com
December 20, 2012
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | ThermoEnergy Corporation | |
| Registration Statement on Form S-1 | ||
| Filed December 14, 2012 | ||
| File No. 333-185487 |
Ladies and Gentlemen:
On behalf of ThermoEnergy Corporation (the “Company”), we are today filing, pursuant to the Securities Act of 1933, Amendment No. 1 to the above-referenced Registration Statement (as so amended, the “Registration Statement”). This filing has been marked in accordance with Rule 310 of Regulation S-T in order to show changes from the Registration Statement filed on December 14, 2012.
Amendment No. 1 is being filed for the following purposes:
| (i) | to add to the Cover Page the conventional delaying amendment, which was inadvertently omitted from the Registration Statement when originally filed; | |
| (ii) | to reflect the departure of the Company’s former Chief Financial Officer; | |
| (iii) | to correct disclosure of beneficial ownership of the Company’s Common Stock by certain of the selling stockholders; and | |
| (iv) | to file as Exhibit 10.65 the employment agreement of the Company’s new Chief Executive Officer, who will assume office on January 2, 2013. |
| Sincerely, | ||
| /s/ William E. Kelly | ||
| William E. Kelly |
