Ener-Core, Inc.
9400 Toledo Way

Irvine, California 92618



January 19, 2017


U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549



Ms. Pamela Long

Mr. Frank Pigott

Re: Ener-Core, Inc.
Registration Statement on Form S-1
File No. 333-215562
Acceleration Request  
  Requested Date: January 23, 2017
  Requested Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicable)


Ladies and Gentlemen:


Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ener-Core, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on January 23, 2017 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”) of the Commission.


The Registrant acknowledges that:


should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
the Registrant may not assert Staff comments or the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.




United States Securities and Exchange Commission

Page 2

January 19, 2017




The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Ms. Shoshannah D. Katz at (949) 623-3545.


  By: /s/ Domonic J. Carney
    Domonic J. Carney
    Chief Financial Officer


cc:Alain J. Castro, Ener-Core, Inc.
  Shoshannah D. Katz, K&L Gates LLP