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                              April 20, 2023

       Christiana Obiaya
       Chief Executive Officer
       Heliogen, Inc.
       130 West Union Street
       Pasadena, CA 91103

                                                        Re: Heliogen, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed April 6, 2023
                                                            File No. 333-271170

       Dear Christiana Obiaya:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.

       Form S-3 filed April 6, 2023

       General

   1.                                                   Please revise to
clarify the transactions being registered pursuant to this registration
                                                        statement. For example,
the prospectus cover page indicates that the resale includes up to
                                                        8,333,333 shares of
common stock issuable upon the exercise of 8,333,333 public
                                                        warrants. However, the
resale of these shares is not included in the Selling Securityholders
                                                        table, and the
registered resale of such shares also does not appear to be consistent with
                                                        the Initial
Registration Statement referenced in the Explanatory Note.
   2.                                                   It appears that the
aggregate market value of the shares of your common stock held by
                                                        non-affiliates during
the 60 days prior to April 6, 2023, did not exceed the $75 million
                                                        threshold that General
Instruction I.B.1 of Form S-3 specifies. Please provide us with your
                                                        analysis demonstrating
your ability to use Form S-3 pursuant to General Instruction
 Christiana Obiaya
Heliogen, Inc.
April 20, 2023
Page 2
      I.B.1. Alternatively, if you are relying on General Instruction I.B.6 for
S-3 eligibility,
      please include the information required pursuant to Instruction 7 to
General Instruction
      I.B.6.
3.    We note your legal opinion filed as Exhibit 5.1 to your registration
statement opines only
      upon the legality of common stock, preferred stock, debt securities and
warrants. Please
      obtain and file a revised legality opinion that opines upon the legality
of all securities to
      be offered under the registration statement, and that also references the
maximum
      aggregate offering amount of the shelf offering. For example, we note
that the legality
      opinion does not opine upon the legality of the rights and units included
in the shelf
      offering, or the securities to be offered for resale.
4.    We note the auditor   s consent included in Exhibit 23.1 makes reference
to the company   s
      annual report on Form 10-K for the year ended December 31, 2021. Please
file a revised
      auditor's consent that makes reference to the proper annual report. In
that regard, we note
      that the audit report is included in the annual report on Form 10-K for
the year ended
      December 31, 2022.
        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 Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or
Laura
Nicholson, Special Counsel, at (202) 551-3584 with any questions.



                                                             Sincerely,
FirstName LastNameChristiana Obiaya
                                                             Division of
Corporation Finance
Comapany NameHeliogen, Inc.
                                                             Office of Energy &
Transportation
April 20, 2023 Page 2
cc:       John-Paul Motley
FirstName LastName