October 17, 2024

Paul Travers
Chief Executive Officer
Vuzix Corp
25 Hendrix Road, Suite A
West Henrietta, New York 14586

       Re: Vuzix Corp
           Registration Statement on Form S-3
           Filed October 1, 2024
           File No. 333-282438
Dear Paul Travers:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed October 1, 2024
General

1.     Please provide us with your analysis as to why the shares of common
stock
       convertible from the preferred shares to be issued in the second and
third closings are
       eligible to be registered at this time. See SAS C&DI Question 139.11.
2.     If the transaction is treated as an indirect offering by the issuer,
then please advise on
       your eligibility to use Form S-3. In that regard, we note that it
appears that your public
       float is not sufficient to meet the Transaction Requirement in
Instruction I.B.1 of
       Form S-3. Please advise or revise on a Form that you are eligible to
use.
 October 17, 2024
Page 2

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at
202-551-
3754 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing