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                               September 13, 2022

       Grant Russell
       Chief Financial Officer
       Vuzix Corp
       25 Hendrix Road
       West Henrietta, New York 14586

                                                        Re: Vuzix Corp
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed March 2, 2022
                                                            File No. 001-35955

       Dear Mr. Russell:

              We have reviewed your August 31, 2022 response to our comment
letter and have the
       following comments.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       August 18, 2022 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Managements Discussion and Analysis of Financial Condition and Results
of Operations
       Liquidity and Capital Resources, page 49

   1.                                                   We note your response
to prior comment 2, stating that Net loss is the most comparable
                                                        GAAP measure for the
Net Loss less Non-Cash Operating Expenses    measure. Please
                                                        clarify whether you
characterize this measure as a liquidity measure or a performance
                                                        measure. In this
regard, we note that you include disclosure of this measure in the
                                                        Liquidity section of
your MD&A. If you consider it to be a liquidity measure, the most
                                                        comparable GAAP measure
should be a liquidity measure as well (e.g., cash flow from
                                                        operating activities).
If it is a performance measure, it should be clarified as such in your
                                                        disclosure and you
should remove this measure from the Liquidity and Capital Resources
                                                        section. Please clarify
and provide us with draft disclosure of your proposed revisions.
                                                        Refer to Item
10(e)(1)(i)(b) of Regulation S-K.
 Grant Russell
Vuzix Corp
September 13, 2022
Page 2
Consolidated Statements of Operations, page F-6

2.       Your response to prior comment 3 appears to indicate that the cost of
sales line item
         excludes depreciation and amortization. If you do not allocate any
depreciation and
         amortization to cost of sales, you should remove the gross profit
subtotal from your
         statements of operations, regardless of your labeling of cost of sales
to indicate such
         exclusion. Please revise your presentation accordingly in future
filings.
Note 14. Long Term Incentive Plan, page F-24

3.       We note your response to prior comment 5. However, the information
provided in Note 14
         related to the error correction made in the fourth quarter of 2021
does not adequately
         disclose the effect of the error on each quarter's income statement.
Please revise to more
         prominently disclose each quarter's restated income statement line
items by disclosing the
         amount presented in the 10-Q and the restated amount, ensuring the
information is clearly
         marked as "restated." The information should be disclosed in the
forepart of the notes to
         the financial statements to give more prominence. Also, we note that
your Form 10-K
         does not contain the information which informs the investors of the
board   s conclusion
         that your previously issued financial statements should no longer be
relied upon. Please
         file a Form 8-K to include all information required by Item 4.02
related to previously filed
         Form 10-Q that included the financial statements materially affected
by the error.
       You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Claire
Erlanger, Senior Staff Accountant, at 202-551-3301 with any questions.



FirstName LastNameGrant Russell                                 Sincerely,
Comapany NameVuzix Corp
                                                                Division of
Corporation Finance
September 13, 2022 Page 2                                       Office of
Manufacturing
FirstName LastName