Mail Stop 0407

      							April 22, 2005

Via U.S. Mail and Fax ( 610.834.7777 )
Rudolph A. Lutterschmidt,
Vice President, CFO and CAO
Nocopi Technologies, Inc.
9C Portland Road
West Conshohocken, PA 19428

	RE:     Nocopi Technologies, Inc.
      Form 10-KSB for the fiscal year ended December 31, 2004
                        Filed March 31, 2005
                        File No. 000-20333

Dear Mr. Lutterschmidt:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

            Please understand that the purpose of our review
process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-KSB for the fiscal year ended December 31, 2004

Item 8A. Controls and Procedures, page 13
1. Please revise to clarify whether or not your principal
executive
officer and principal financial officer concluded, as of December
31,
2004, that your disclosure controls and procedures were effective.
2. Please note that if you choose to discuss the definition of
"disclosure controls and procedures" as part of those officers`
conclusions, you should either include the definition in its
entirety
as set out in Securities Exchange Act Rule 13a-15(e), or simply
disclose that your principal executive and principal financial
officer concluded, as of December 31, 2004, that your disclosure
controls and procedures were effective.
3. When revising to disclose your officers` conclusions as to the
effectiveness of Nocopi`s disclosure controls and procedures,
please
also indicate whether or not (1) your disclosure controls and
procedures are designed to provide reasonable assurance and (2)
are
effective at that reasonable assurance level.
4. Item 308(c) of Regulation S-B requires the following disclosure
about your internal controls:

* whether or not there were any changes (not just significant
changes) in your internal controls
* that occurred during your fourth fiscal quarter (not just
subsequent to the date of their evaluation);
* that have materially affected, or are reasonably likely to
materially affect, your internal controls over financial
reporting.

Please revise to disclose the information required by Item 308(c).

Item 6. Management`s Discussion and Analysis of Results of
Operations
and Financial Condition, page 7

5. Tell us and disclose whether or not you have had any off-
balance
sheet arrangements, as required by Item 303 of Regulation S-B.


		Results of Operations, page 8

6. We note that your revenues are derived from royalties paid by
licensees of technologies, fees for the provision of technical
services to licensees and from the direct sale of products.
Provide
us with more details of your revenue recognition policy for each
revenue stream and refer to your basis in the accounting
literature.
Also, tell us more of the nature of the technical services
provided
to licensees and the relationship of these services to the license
agreements.





*    *    *    *





      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

            We urge all persons who are responsible for the
accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

            In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact O. Nicole Holden, Staff Accountant, at (202)
824-5265 or Kyle Moffatt, Accountant Branch Chief, at (202) 942-
1829
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 942-1990 with any
other questions.


Sincerely,




Larry Spirgel

Assistant Director

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Mr. Lutterschmidt,
Nocopi Technologies, Inc.
April 22, 2005
Page 4



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

         DIVISION OF
CORPORATION FINANCE