TEXT-EXTRACT 2 filename2.txt February 1, 2019 Badrinarayanan Kothandaraman Chief Executive Officer Enphase Energy, Inc. 47281 Bayside Parkway Fremont, CA 94538 Re: Enphase Energy, Inc. Registration Statement on Form S-3 Filed December 13, 2018 File No. 333-228774 Dear Mr. Kothandaraman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Tim Buchmiller at (202) 551-3635 with any questions. Sincerely, Division of Corporation Finance Office of Electronics and Machinery cc: Michael Penney, Esq.