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GREENSHIFT CORPORATION
5950 Shiloh Road East, Suite N
Alpharetta, GA 30005

October 27, 2011
                                     
 

Via EDGAR
Rufus Decker
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

 
Re:
GreenShift Corporation
 
Form 10-K for the Year ended December 31, 2010
 
File April 1, 2011
 
Form 10-Q for the Quarter ended June 30, 2011
 
Filed August 9, 2011
           File No. 000-50469
 
 
Dear Mr. Decker:

I am writing in response to your letter dated October 24, 2011.  The Staff’s comment is copied below and indented, followed by our response.
 
Form 10-K for the Year Ended December 31, 2010

Exhibit 31 - Certifications

1.  
Your certifications omit the language from paragraph 4(c) of the certifications as presented in Item 601(b)(31) of Regulation S-K, and instead include the language from paragraph 4(d) in paragraph 4(c).  In addition you have made certain modifications to paragraph 5 of your management certifications.  Please file an amendment to your Form 10-K to include certifications that do not exclude paragraph 4(c) and ensure the certifications conform to the format provided in Item 601(b)(31) of Regulation S-K.  The revised certifications should refer to the Form 10-K/A and should be currently dated.
 
Response to Comment 1
 
We are today filing Amendment No. 1 to our 2010 Form 10-K, in which we have included certifications that conform to the format in Item 601(b)(31).
 
Sincerely,
 
/s/ Edward Carroll
Edward Carroll
 
 
                                
Acknowledgement

GreenShift Corporation hereby acknowledges that:

·  
GreenShift Corporation is responsible for the adequacy and accuracy of the disclosures in the filing;

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

·  
GreenShift Corporation 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.
 


GreenShift Corporation
By:
/s/ Edward Carroll
 
Edward Carroll
 
Chief Financial Officer