 | 10 New Bond Street Worcester, Massachusetts 01606 USA Tel:508.854.1628 800.628.7528 Fax:508-854-1753 www.thermoenergy.com www.castion.com |
January 28, 2013
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Registration Statement on Form S-1 |
File No. 333-185487
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned issuer, ThermoEnergy Corporation (the “Company”), hereby confirms the oral request made to Edward M. Kelly, Esq. of the Commission’s Staff, requesting that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), be accelerated so that the Registration Statement becomes effective at 9:30 A.M. on Thursday, January 31, 2013, or as soon thereafter as practicable.
The Company confirms that it is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Company 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 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
ThermoEnergy Corporation
By: /s/ Gregory M. Landegger
Gregory M. Landegger
Chief Operating Officer and
Interim Chief Financial Officer
cc: Edward M. Kelly, Esq.