United States securities and exchange commission logo




                                                                                
                          February 5, 2024

       Daniel P. McGahn
       Chief Executive Officer
       AMERICAN SUPERCONDUCTOR CORPORATION
       114 East Main St.
       Ayer, MA 01432

                                                        Re: AMERICAN 
SUPERCONDUCTOR CORPORATION
                                                            Registration 
Statement on Form S-3
                                                            Filed January 30, 
2024
                                                            File No. 333-276766

       Dear Daniel P. McGahn:

              This is to advise you that we have not reviewed and will not 
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for 
acceleration. 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.

                                                        Please contact Jenny 
O'Shanick at 202-551-8005 with any questions.



                                                                                
                          Sincerely,

                                                                                
                          Division of Corporation Finance
                                                                                
                          Office of Manufacturing
       cc:                                              Peter N. Handrinos