UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      November 16, 2006

via U.S. mail and facsimile

Mr. Vincent J. Gallant
Vice President, Corporate
Zone 3, Acheson Industrial Area
2-53016 Highway 60
Acheson, Alberta T7X 5A7

      Re:	NACG Holdings Inc.
      	Amendment No. 5 to Form F-1
      	Filed November 8, 2006
      	File No. 333-135943
      	North American Energy Partners, Inc.
      Form 20-F, as amended, for fiscal year ending March 31, 2005
      	Filed November 25, 2005
      Form 20-F, as amended, for fiscal year ending March 31, 2006
      	Filed August 30, 2006
      	File No. 333-111356

Dear Mr. Gallant:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Amendment No. 5 to Form F-1

General
1. We note that you have filed a separate confidential treatment
request for certain information contained in exhibit 10.12 to the
F-
1.  We will respond to your request in a separate communication.

Financial Statements

Note 21 - Stock-based compensation plan, page F-39
2. We note the disparity between your stock option valuation
through
June 30, 2006, and the offering range of your common shares.  Tell
us
and disclose whether you obtained a contemporaneous valuation
performed by an unrelated valuation specialist as defined by the
AICPA Practice Aid "Valuation of Privately-Held-Company Equity
Securities Issued as Compensation."  If not, please revise to
disclose the following information related to issuances of equity
instruments:

Discuss the significant factors, assumptions, and methodologies
used
in determining the fair value of the underlying common stock;

Discuss each significant factor contributing to the difference
between the fair value as of the date of each grant and the
estimated
IPO price or the fair value as determined by a contemporaneous
valuation by an unrelated valuation specialist obtained subsequent
to
the grants but prior to the IPO; and

Disclose the valuation alternative selected and the reason
management chose not to obtain a contemporaneous valuation by an
unrelated valuation specialist.

		We may have further comment.

Closing Comments

      Please cause North American Energy Partners to amend its
Form
20-Fs within 10 business days of the date of this letter, or else
tell us when they will be amended.  As appropriate, please amend
your
registration statement in response to these comments.  You may
wish
to provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statements, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statements.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statements.  Please
allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

Please contact Sandy Eisen at (202) 551-3864, or in her absence,
April Sifford at (202) 551-3684 with any questions on the
financial
statements or accounting issues.  Please contact Donna Levy at
(202)
551-3292, or in her absence, me, at (202) 551-3745 with any other
questions.

      Sincerely,



	H. Roger Schwall
	Assistant Director




cc:	Gary Orloff, Esq.
      S. Eisen
      A. Sifford
      D. Levy





Mr. Vincent J. Gallant
NACG Holdings Inc.
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