May 31, 2006
VIA EDGAR AND HAND DELIVERY
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Mail Stop 6010
Attention: Ms. Sonia Barros
| Re: | Luna Innovations Incorporated |
Registration Statement on Form S-1 (File No. 333-131764); and
Registration Statement on Form 8-A
Acceleration Request
Requested Date: June 1, 2006
Requested Time: 4:30 PM Eastern Daylight Time
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Luna Innovations Incorporated (the “Company”) hereby respectfully requests that the above-referenced registration statements on Form S-1 and Form 8-A (the “Registration Statements”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may orally request via telephone call to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes each of Trevor J. Chaplick and Mark R. Fitzgerald, of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on our behalf.
In connection with this acceleration request, the Company hereby 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Under separate cover, ThinkEquity Partners LLC as representative of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date. The representative will also provide you with information with respect to clearance from the National Association of Securities Dealers, Inc. prior to the effective date.
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Securities and Exchange Commission
May 31, 2006
Page 2
Please direct any questions or comments regarding this acceleration request to Mark R. Fitzgerald at (703) 734-3105.
| Very truly yours, |
| LUNA INNOVATIONS INCORPORATED |
| /s/ Aaron S. Hullman |
| Aaron S. Hullman |
| Vice President and General Counsel |
| cc: | Kent A. Murphy, Ph.D. |
Mr. Scott A. Graeff
Luna Innovations Incorporated
Trevor J. Chaplick, Esq.
Mark R. Fitzgerald, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
Marjorie S. Adams, Esq.
Daniel I. Goldberg, Esq.
DLA Piper Rudnick Gray Cary US LLP