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Far East Energy Corporation
333 N. Sam Houston Parkway East

Suite 230

Houston, Texas 77060

Telephone: (832) 598-0470

November 19, 2013

 

 

Via EDGAR and E-Mail

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: H. Roger Schwall
  Karina V. Dorin
  Timothy S. Levenberg
     
  Re: Far East Energy Corporation
    Registration Statement on Form S-3
    Filed August 13, 2013
    File No. 333-190589

 

Ladies and Gentlemen:

 

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Far East Energy Corporation (the "Company") hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (Reg. No. 333-190589) at 12:00 p.m., Eastern time, on November 21, 2013, or as soon thereafter as is practicable.

 

The Company acknowledges that:

 

·should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

  Sincerely,
   
  Far East Energy Corporation
   
   
  By:  /s/ Jennifer D. Whitley
    Jennifer D. Whitley
Chief Financial Officer

 

cc: Michael R. McElwrath, Chief Executive Officer
  Amar Budarapu, Baker & McKenzie LLP
  Aaron A. Scow, Baker & McKenzie LLP