Mail Stop 3561

      							August 2, 2005

Via U.S. Mail and Fax (214-382-3631)
Mr. Mike Lavey
Chief Financial Officer
Lighting Science Group Corporation
2100 McKinney Ave., Suite 1555
Dallas, TX  75201

	RE:	Lighting Science Group Corporation
      Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed February 9, 2005

      Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
      File No. 0-20354

Dear Mr. Lavey:

      We have reviewed your amendment filed on dated May 25, 2005
and
your supplemental response filed July 15, 2005 as well as the
above
referenced filings and have the following comments.  As noted in
our
comment letter dated March 18, 2005, we have limited our review to
your financial statements and related disclosures and do not
intend
to expand our review to other portions of your documents.


 Form 10-KSB for the Fiscal Year Ended December 31, 2004

Note 9: Preferred Stock

1. We note your response to Item 2 concerning control of your
company
before confirmation and post confirmation from Chapter 11.  In
your
response you focused on ownership percentage of Ronald E. Lusk and
Match, Inc.  However we believe you much consider the entire group
of
shareholders before and immediately after confirmation.  In this
regard you must also consider the convertible preferred stock and
or
convertible debt that existed before and after confirmation.
Based
on your disclosure in Note 9, at September 26, 2003 pre-
confirmation
Series A Senior Convertible Preferred Stock were convertible into
121,723 shares of common stock.  In addition based on your
consolidated statement of shareholders` equity, if you consider
that
on the next day, September 27, 2003 the same number of Series A
Senor
Convertible Preferred Stock were also convertible into 121,723
shares
of common stock, the shareholders pre-confirmation appear to hold
more than 50% of the emerging company immediately post
confirmation.
As result, it appears that you should not have applied Fresh Start
accounting in accordance with paragraph 36 of SOP 90-7.  Please
revise or advise.

Item 8A: Controls and Procedures

2.  The conclusions of management regarding the effectiveness of
your
disclosure controls and procedures appears to be based upon the
definition of disclosure controls and procedures set forth in Rule
13a-15(e) under the Securities Exchange Act of 1934.  As
described,
however, the evaluation does not fully conform to the definition
in
the rule.  Specifically, the description does not indicate that
your
disclosure controls and procedures are designed to ensure that
information is recorded, processed, summarized and reported,
within
the time periods specified in the Commission`s rules and forms or
that information is accumulated and communicated to management,
including the principal executive and financial officers, as
appropriate to allow timely decisions regarding required
disclosure.
Please confirm this to us and revise your future filings
accordingly.
Alternatively, you may simply state that your Chief Executive
Officer
and Chief Financial Officer concluded on the applicable dates that
the Company`s disclosure controls and procedures were effective.
Please also similarly revise your Forms 10-QSB concerning the
quarter
ended March 31, 2005.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Consolidated Balance Sheet

3. Please note it is not appropriate to present a pro forma
balance
sheet in your Form 10-QSB.  If you are required to present a pro
forma balance sheet in your SB-2 it should be in accordance with
Item
310(d) of Regulation SB.  That pro forma should be separate from
historical financial statements.  Please revise or advise.



*    *    *    *

      As appropriate, please amend your Forms 10-KSB and 10-QSB
and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  In addition, you should make
corresponding changes to the pending registration statement on
Form
SB-2 to the extent applicable.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Carlos Pacho, Senior Assistant Chief Accountant, at
(202)
551-3835 if you have questions regarding the financial statements
and
related matters.  Please contact me, at (202) 551-3810 with any
other
questions.

							Sincerely,



							Larry Spirgel
							Assistant Director


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Mr. Mike Lavey
Lighting Science Group Corporation
August 2, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE