Jason
L. Kropp
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: |
|
Ameresco, Inc.
Registration Statement on Form S-1 |
Ladies and Gentlemen:
Submitted herewith for filing on behalf of Ameresco, Inc. (the
“Company”) is a Registration
Statement on Form S-1 relating to the registration under the Securities Act of 1933, as amended
(the
“Securities Act”), of shares of Class A Common Stock of
the Company with a proposed maximum
aggregate offering price of $125,000,000.
This filing is being effected by direct transmission to the Commission’s EDGAR System. On
March
31, 2010, in anticipation of this filing,
the Company caused the filing fee of $8,913.00 to be wire
transferred to the Commission’s account at U.S. Bank of St. Louis, Missouri.
The Registration Statement relates to
the Company’s initial public offering of its Class A Common
Stock. It is the intent of
the Company and the managing underwriters of the proposed offering to
have the Registration Statement declared effective as early as possible.
Acceleration requests may be made orally, and
the Company and the managing underwriters of the
proposed offering have authorized us to represent on their behalf that they are aware of their
obligations under the Securities Act with respect thereto.
Please contact the undersigned or Patrick Rondeau at
617-526-6421 or
617-526-6670, respectively,
with any questions or comments you may have regarding this filing.
Very truly yours,
Beijing Berlin Boston Brussels Frankfurt London Los
Angeles New York Oxford Palo Alto Waltham Washington
