Correspondence

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S+60iIBk/wnfsZij0zvWOEQIIaPy4qKFcKEBqYOlRGfNvis7xeVvOsxJ/J4G2I9q qxjn41Q3w2YqdJbr/StkQQ== 0001193125-08-103947.txt : 20080623 0001193125-08-103947.hdr.sgml : 20080623 20080506150805 ACCESSION NUMBER: 0001193125-08-103947 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Real Goods Solar, Inc. CENTRAL INDEX KEY: 0001425565 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 261851813 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 360 INTERLOCKEN BOULEVARD CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303-222-3600 MAIL ADDRESS: STREET 1: 360 INTERLOCKEN BOULEVARD CITY: BROOMFIELD STATE: CO ZIP: 80021 CORRESP 1 filename1.htm Correspondence

Real Goods Solar, Inc.

360 Interlocken Boulevard

Broomfield, Colorado 80021

May 6, 2008

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Real Goods Solar, Inc.—Acceleration Request —

Registration Statement on Form S-1 (No. 333-149092)

and Registration Statement on Form 8-A 12(b)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Real Goods Solar, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Washington, D.C. time, on May 7, 2008, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. The Company also hereby requests that the Securities and Exchange Commission (the “Commission”) simultaneously declare effective the Company’s Registration Statement on Form 8-A 12(b).

The Company understands from the underwriters that all comments regarding the underwriting arrangements have been addressed with the staff of the Financial Industry Regulatory Authority, however, the conditional “no objection” letter has not yet formally been received. If you would like to discuss the status with FINRA, please contact Sandra Larranaga at (240) 386-4623.

The Company acknowledges that:

•

should the Commission or the staff of the Commission (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 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,

REAL GOODS SOLAR, INC.

By:		/s/ John R. Jackson
		Name: John R. Jackson
		Title: Secretary

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