August 6, 2024

John Brenman
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave
Toluca Lake, CA 91602

Tristan Yopp
Chief Financial Officer
AleAnna Energy, LLC
Crecent Court, Suite 1860
Dallas, TX 75201

       Re: Swiftmerge Acquisition Corp.
           AleAnna Energy, LLC
           Registration Statement on Form S-4
           Filed July 5, 2024
           File No. 333-280699
Dear John Brenman and Tristan Yopp:

       We have reviewed your registration statement and have the following
comment(s).

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

Registration Statement on Form S-4 filed on July 5, 2024
Cover Page

1.     Please expand your disclosure to clarify that Nautilus Member will hold
93.2% of the
       voting power (assuming no Redemptions Rights are exercised) of
outstanding Surviving
       PubCo Common Stock.
2.     Please revise your disclosure here and in your proxy
statement/prospectus summary
       regarding compensation received by Sponsor to disclose the founder
shares issued to
       sponsor and its affiliates and the amount paid for such shares. Also
revise to disclose the
 August 6, 2024
Page 2

       aggregate amount paid and to be paid to Sponsor or an affiliate of
Sponsor in connection
       with the monthly fee of up to $1,000 for office space, administrative
and support services.
       Refer to Items 1604(a)(3) and 1604(b)(4) of Regulation S-K.
3.     Please revise your disclosure here, in your proxy statement/prospectus
summary, and
       elsewhere as appropriate in your filing, to address whether the target
company officers or
       directors have any actual or potential material conflicts of interest,
including any material
       conflict of interest that may arise in determining whether to proceed
with the business
       combination, with unaffiliated security holders of the SPAC. Refer to
Items 1603(b),
       1604(a)(4), and 1604(b)(3) of Regulation S-K.
4.     We note your disclosure on page 25 indicating that pursuant to the A&R
Sponsor Letter
       Agreement, the Sponsor Related Parties have agreed to vote the SPAC
Ordinary Shares
       owned by them representing 44.9% of the issued and outstanding SPAC
Ordinary Shares
       in favor of the SPAC Proposals. You further disclose that additionally,
pursuant to the
       Investor Letter Agreements, the Investors have agreed to vote an
aggregate of 1,470,994
       SPAC Class A Ordinary Shares and 2,250,000 SPAC Class B Ordinary Shares
owned by
       them, representing approximately 54.4% of the issued and outstanding
SPAC Ordinary
       Shares and 100% of the issued and outstanding SPAC Class B Ordinary
Shares, in favor
       of the SPAC Proposals. As it appears that shareholder approval of the
proposed
       domestication, business combination and other SPAC Proposals will be
assured assuming
       the parties that executed voting agreements vote as indicated, please
revise your
       disclosure here and throughout to proxy statement/prospectus to state so
explicitly. If you
       believe shareholder approval is not assured, please explain why.
Selected Definitions, page 6

5.     Please expand your list of definitions to include additional industry
oil and gas terms, e.g.,
       developed reserves, developed acres, undeveloped acres, development
well, exploratory
       well, extension well, gross well or acre, net well or acre, probable
reserves, possible
       reserves, productive well, and unproved reserves.
Questions and Answers About the Business Combination and the Extraordinary
General Meeting
Q. What happens if the Business Combination is not completed?, page 23

6.     We note your disclosure here and on page 92 indicates that December 17,
2025 marks 36-
       months from the date of effectiveness of the registration statement for
your initial public
       offering. As the registration statement for your initial public offering
was declared
       effective on December 14, 2021, it appears the 36-month mark would be
December 14,
       2024. Please advise or revise.
Q. May the Sponsor, SPAC's directors, officers, advisors or their affiliates
purchase shares in
connection with the Business Combination?, page 28

7.     We note your disclosure that the Sponsor and SPAC   s directors,
officers, advisors or their
       affiliates may purchase SPAC Ordinary Shares in privately negotiated
transactions or in
       the open market either prior to or after the Closing, including from
SPAC Public
       Shareholders who would have otherwise exercised their Redemption Rights.
We further
       note your disclosure that any such privately negotiated purchases may be
effected at
       purchase prices that are in excess of the per-share pro rata portion of
the aggregate amount
 August 6, 2024
Page 3

       then on deposit in the Trust Account. Please provide your analysis on
how such potential
       purchases would comply with Rule 14e-5. To the extent that you are
relying on Tender
       Offer Rules and Schedules Compliance and Disclosure Interpretation
166.01 (March
       22, 2022), please provide an analysis regarding how it applies to your
circumstances.
Proxy Statement/Prospectus Summary, page 31

8.     Revise the filing to provide the dilution disclosures required by Item
1604(c) of
       Regulation S-K.
Structure of Surviving PubCo Immediately After the Closing, page 31

9.     Please revise the diagram to disclose the ownership percentages held by
the applicable
       shareholder groups in Surviving PubCo and HoldCo .
Risk Factors
Since we have no operating history related to the production of natural gas
assets, investors have
no basis to evaluate, page 57

10.    Please revise your risk factor disclosure here and elsewhere as
appropriate to clearly state
       that AleAnna is currently in the development stage and has not generated
any revenue
       from its operations to date.
The market price of Surviving PubCo Class A Common Stock could be adversely
affected by
sales of substantial amounts of Surviving PubCo, page 79

11.    Please revise to quantify the number of shares subject to registration
rights pursuant to the
       A&R Registration Rights Agreement.
If SPAC is deemed to be an investment company under the Investment Company Act,
SPAC may
be required to institute burdensome, page 98

12.    Please revise to disclose that if you are found to be operating as an
unregistered
       investment company, you may be required to change your operations or
wind down your
       operations. Also include disclosure with respect to the consequences to
investors if you
       are required to wind down your operations as a result of this status,
such as the losses of
       the investment opportunity in a target company and any price
appreciation in the
       combined company, and any warrants, which would expire worthless.
BofA, as underwriters of the Initial Public Offering, was to be compensated in
part on a deferred
basis in connection with the Initial, page 101

13.    We note your disclosure here and elsewhere that on November 7, 2022,
BofA entered into
       a letter agreement pursuant to which BofA agreed to irrevocably waive
its entitlement to
       its remaining deferred discount to be paid pursuant to that certain
Underwriting
       Agreement, dated December 14, 2021, by and between SPAC and BofA entered
into in
       connection with SPAC's IPO. Please expand your disclosure to discuss
whether there
       were any disagreements or objections made to the disclosure in the
filing. Also,
       address the material impact, if any, of agreement provisions that
survive the fee waiver,
       such as indemnification, contribution, rights of first refusal or
lockups.
 August 6, 2024
Page 4

Our ability to complete the Business Combination may be impacted if the
Business Combination
is subject to U.S. foreign investment, page 103

14.    We note your disclosure that "Sponsor is not 'controlled' (as defined in
31 CFR 800.208)
       by a foreign person, such that the Sponsor   s involvement in the
Business Combination
       would be a    covered transaction    (as defined in 31 CFR 800.213)."
Please revise to more
       clearly tell us whether your sponsor is, is controlled by, has any
members who are, or has
       substantial ties with, a non-U.S. person. Please also tell us whether
anyone or any entity
       associated with or otherwise involved in the transaction, is, is
controlled by, has any
       members who are, or has substantial ties with, a non-U.S. person.
Lastly, in your
       discussion of the consequences of liquidation to SPAC securityholders,
also address that
       the warrants held by them would expire worthless.
SPAC does not have a specified maximum redemption threshold. , page 104

15.    Please expand your disclosure here and elsewhere as appropriate to
discuss the impact
       that not having a specified maximum redemption threshold may have on
SPAC's
       securities being deemed a penny stock and listing on Nasdaq.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Business Combination, page 114

16.    You disclose on page 114 that Footnote (f),    Excludes 11,250,000
shares of Surviving
       PubCo Class A Common Stock issuable upon the exercise of the SPAC Public
       Warrants.    However, within the table above you refer to footnote (6).
Please correct this
       inconsistency.
Note 3 - Transaction Accounting Adjustments, page 115

17.    You disclose that you are still evaluating the accounting for the Blugas
Settlement
       agreement in footnote (6). Please tell us the accounting options you are
evaluating, the
       relevant U.S. GAAP for these options, how the payment to settle the
claim to future gas
       production provides probable economic value and whether any changes are
necessary to
       your pro forma financial statements.
(f) Redeemable Noncontrolling Interest, page 118

18.    Please provide your accounting analysis supporting the initial
classification of the
       redeemable noncontrolling interest as temporary equity. Further, explain
to us how you
       will subsequently measure and account for the redeemable noncontrolling
interest.
Proposal No. 1 - The Business Combination Proposal
Overview, page 126

19.    Revise your disclosure to state whether or not the business combination
is structured so
       that approval of at least a majority of SPAC's unaffiliated security
holders is required.
       Refer to Item 1606(c) of Regulation S-K.
Ownership of Surviving PubCo Immediately After the Closing, page 128

20.    Please address the following with respect to AleAnn's enterprise value
upon the
       consummation of the business combination:
 August 6, 2024
Page 5

             Disclose the key assumptions used to determine the enterprise
value of $620.7
           million;
             Disclose how you estimated each of the key assumptions, such as
the revenue growth
           rates and operating margins, and why these estimates are reasonable
for this pre-
           revenue business; and
             Comply with the disclosure requirements of Item 1607 of Regulation
S-K with
           respect to any reports, opinions and appraisals.
The Merger Agreement, page 142

21.    We note your disclosure here and elsewhere in your filing that
concurrently with the
       execution of the merger agreement, SPAC, AleAnna and the Sponsor Related
Parties
       entered into the A&R Sponsor Letter Agreement pursuant to which each
Sponsor Related
       Party has agreed to, among other things, certain lock-up provisions with
respect to such
       Sponsor Related Party   s shares of Surviving PubCo Class A Common Stock
for
       twelve months following the Closing. Please revise to describe
exceptions to the
       restrictions in these lock-up provisions, including any terms that would
result in an earlier
       expiration of these provisions. Refer to Item 1603(a)(9) of Regulation
S-K.
Background to the Business Combination, page 144

22.    Please substantially revise your disclosure throughout this section to
discuss in greater
       detail the substance of meetings and discussions among representatives
of SPAC and
       AleAnna, including identifying the individuals that participated in each
negotiation, the
       material terms that were discussed, how parties' positions differed, and
how issues were
       resolved. Revise to clarify the material transaction terms that were
included in the draft
       non-binding letter of intent and the letter of intent executed on April
1, 2024, and how the
       terms of the business combination evolved during negotiations. For
example, clarify how
       the pre-money valuation of $665,000,000 was determined and how the
transaction
       structure and consideration evolved during the negotiations, including
the proposals and
       counter-proposals made during the course of the negotiations with
respect to the material
       terms of the transaction. Please ensure you discuss how the Up-C
transaction structure
       was determined and the negotiation of the Investor Letter Agreements and
board
       representation. To the extent certain terms were deemed not subject to
negotiation,
       disclose this fact.
23.    We note your disclosure that SPAC initially learned of AleAnna through
its investment
       banker Cohen Group. Please revise to clarify Cohen's role regarding the
business
       combination and related agreements.
24.    We note your disclosure that in connection with its determination to
approve the business
       combination the SPAC Board considered AleAnna   s outlook, financial
plan and future
       potential debt structure. Please expand to discuss these factors in more
detail and whether
       the SPAC Board considered these or other factors in determining that the
consideration
       being paid in the business combination was fair to and in the best
interests of SPAC and
       its shareholders and appropriately reflected the underlying value
AleAnna   s tangible
       assets and attractive growth prospects. In this regard, we refer to your
disclosure that in a
       virtual meeting on April 2, 2024 AleAnna provided a management
presentation that
       included metrics for the expected valuation. We further note you
disclose that, on April 5,
 August 6, 2024
Page 6

       2024, SPAC and its advisors further discussed comparable companies and
valuation with
       AleAnna representatives including a discussion of future development
plans and growth
       strategies.
25.    Please revise your disclosure to discuss AleAnna's reasons for engaging
in the business
       combination. Refer to Item 1605(b)(3) of Regulation S-K.
26.    We note your disclosure on page 43 and elsewhere in your proxy
statement/prospectus
       summary that pursuant to the A&R Sponsor Letter Agreement and the
Investor Letter
       Agreements, the Sponsor Related Parties and certain Investors,
respectively, have waived
       all of their redemption rights and will not have redemption rights with
respect to any
       SPAC Class A Ordinary Shares owned by them, directly or indirectly,
other than shares
       acquired in the IPO. Please disclose whether consideration (in cash or
in other form of
       value) was provided in exchange for the agreement by these parties to
waive redemption
       rights. Refer to Item 1603(a)(8) of Regulation S-K.
SPAC's Board of Directors Reasons for the Business Combination, page 152

27.    We note that the SPAC Board determined not to obtain a fairness opinion
given that its
       officer's and director's extensive transactional experience,
particularly in the energy
       industry, and substantial experience in evaluating the operations and
financial merits of
       companies in the energy industry enabled them to make the necessary
analyses and
       determination regarding the business combination and its fairness to
SPAC
       shareholders. Please revise to describe in greater detail such energy
industry experience
       and all material analyses the Board relied upon in evaluating the
financial aspects of the
       potential business combination.
28.    Revise your disclosure to state whether or not a majority of SPAC's
directors who are not
       employees of the SPAC has retained an unaffiliated representative to act
solely on behalf
       of unaffiliated security holders for purposes of negotiating the terms
of the business
       combination and/or preparing a report concerning the approval of the
business
       combination. Refer to Item 1606(d) or Regulation S-K.
29.    Revise your disclosure to state whether or not the business combination
was approved by
       a majority of SPAC's directors who are not employees of the SPAC. If any
director of the
       SPAC voted against, or abstained from voting on, approval of the
business combination,
       identify such persons, and indicate, if known after making reasonable
inquiry, the reasons
       for the vote against the transaction or abstention. Refer to Item
1606(e) of Regulation S-
       K.
30.    We note your statement on page 152 that according to Statista Research,
"the worldwide
       renewable energy market in which AleAnna operates was valued at $276
billion in 2022
       and is estimated to reach $369 billion by 2026, representing a CAGR of
7.5% over the
       forecasted period," and "the United States renewable energy market was
valued at
       $61.9 billion in 2022 and is expected to grow to $74.5 billion by 2026,
representing a
       CAGR of 4.7% over the same period." Please revise to provide the name
and date of this
       report.
Material U.S. Federal Income Tax Consequences, page 187

31.    Please expand your discussion to address the federal income tax
consequences of the
 August 6, 2024
Page 7

       Business Combination to SPAC, AleAnna, and their respective
securityholders. We note
       your current disclosure only addresses the consequences of the
Domestication to SPAC
       and its securityholders. Refer to Item 1605(b)(6) of Regulation S-K.
Business of Alenna, page 198

32.    We note your disclosure that, in 2021, AleAnna launched a renewable
natural gas
       (   RNG   ) development business focused on bringing to market carbon
negative renewable
       natural gas derived from animal and agricultural waste. Please revise to
explain the
       meaning of the term "carbon negative" as used in your proxy
statement/prospectus.
Natural Gas Demand, page 199

33.    We note your disclosure of the estimates of recoverable natural gas
reserves for the Po
       Valley. Please expand your disclosure to clarify estimates of reserves
using criteria
       established by the USGS may differ from estimates based on SEC
definitions. As part of
       your expanded disclosure include the date the USGS estimates were
determined.
Reserve Information
Reserve Data, page 204

34.    Please expand your disclosure of proved reserves and the standardized
measure, as of
       December 31, 2023, to clarify the impact to these estimates for the
Blugas Settlement
       discussed on page 216 and in Exhibit 99.7. Refer to FASB ASC
932-235-50-10.

       This comment also applies to the comparable disclosure provided on page
F-76.
Proved Undeveloped Reserves, page 204

35.    Please expand your disclosure here to clarify the reasons drilled and
completed wells
       remain classified as undeveloped and no proved undeveloped reserves have
been
       converted to developed status, as of December 31, 2023. Your expanded
disclosure
       should consider the definitions of developed and undeveloped reserves in
Rule 4-10(a)(6)
       and (31) of Regulation S-X and your disclosures on pages 57, 197, 200,
F-48 and F-6.
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Natural Gas
Reserves, page 204

36.    Your standardized measure disclosure on page 204 states it includes the
present value of
       net cash flows discounted at 10%; however, the table presents the
undiscounted future net
       cash flows and the standardized measure value. Also, the table units are
labeled as    $
       Millions;    whereas, the units shown in the standardized measure table
on page F-76 are    $
       Thousands.    Please review and revise your disclosures as necessary to
remove the
       inconsistency.
37.    As part of the standardized measure disclosure on page 204, you state
the reserve
       estimates do not include any    possible reserves.    Please modify your
disclosure to clarify
       your reserve estimates and standardized measure do not include any
"probable" or
       "possible reserves" or related cash flows, if true.
 August 6, 2024
Page 8

Acreage, page 205

38.    Please expand your acreage disclosure to present the total gross and net
developed
       acreage and the total gross and net undeveloped acreage as of December
31, 2023. In
       addition, please provide the expiration dates of material concentrations
of your
       undeveloped acreage. Refer to the requirements in Item 1208 of
Regulation S-K.
Drilling Activities, page 205

39.    Please expand your disclosure here or under a separate heading to
provide a discussion of
       your present activities similar to the discussion under the section
Overview    on page
       217. Refer to the disclosure requirements in Item 1206 of Regulation
S-K.
Productive Wells, page 205

40.    As of December 31, 2023, you disclose the Company had no productive
wells; however,
       we note the Company has completed and tested five production wells in
the Longanesi
       field and completed one well each in the Gradizza and Trava fields. The
definition of a
       productive well in Item 1208(c)(3) of Regulation S-K includes wells
mechanically
       capable of production. Please review and revise your disclosure as
needed.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
AleAnna
Liquidity and Capital Resources, page 223

41.    You disclose in a risk factor that the failure of an operator of your
wells or joint venture
       participant to adequately perform operations could reduce your
production, revenues,
       targeted returns and lead to unexpected future cost. Please disclose how
you monitor
       operational risks, credit risk, financial position and liquidity of
Societa Padana Energia,
       the operator of your significant working interest in the Longanesi
field.
Management of SPAC , page 253

42.    We note your disclosure regarding the entities to which SPAC's executive
officers and
       directors currently have fiduciary duties, contractual obligations or
other material
       management relationships. Please revise to briefly describe the
fiduciary duties of SPAC's
       officer and directors to other entities to which they have fiduciary
duties. Refer to Item
       1603(c) of Regulation S-K.
Management of AleAnna and Surviving Pubco Following the Business Combination,
page 256

43.    Please revise to describe the business experience, principal occupations
and employment,
       of each executive officer and director during the past five years,
including the dates and
       duration of their employment. In addition, state the terms of office and
the periods during
       which each officer officer and director has served as such officer and
director. Refer to
       Item 401 of Regulation S-K.
Beneficial Ownership of Securities, page 267

44.    Please revise your tabular disclosures to disclose the natural person(s)
who have voting
       and/or investment control over the shares owned by Swiftmerge Holdings,
LLC and
       Bonanza Resources (Texas) Inc.
 August 6, 2024
Page 9

Comparison of Rights of Surviving PubCo Shareholders and SPAC Shareholders,
page 287

45.    Please expand your disclosure to explain any material differences in the
rights of AleAnna
       security holders as compared with security holders of the combined
company as a result
       of the business combination. Refer to Item 1605(b)(4) of Regulation S-K.
Swiftmerge Acquisition Corp.
Note 1. Description of Organization, Business Operations, Liquidity and Going
Concern
Liquidity, Capital Resources, and Going Concern, page F-10

46.    You disclose that based on the cash forecast prepared by management as
of March 31,
       2024, the amounts held in the operating account will not provide you
with sufficient funds
       to meet your operational and liquidity obligations up to the expiration
date of June 17,
       2025. Please quantify the extent to which funds held in the operating
account fall short of
       the cash needs for the next twelve months based on management   s
forecast.
AleAnna Energy, LLC
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
Note 3 - Acquisitions and Contingent Consideration Liability, page F-49

47.    Tell us how you estimated the contingent liability amounts as of
December 31, 2023, and
       March 31, 2024. Revise to disclose why the short-term contingent
liability amount
       decreased from $14,888,021 as of December 31, 2023, to $11,406,096 as of
March 31,
       2024.
AleAnna Energy, LLC
Notes to Consolidated Financial Statements
Note 13-Natural Gas Producing Activities (Unaudited), page F-75

48.    Please expand your disclosure to present the costs incurred for property
acquisition,
       exploration, and development activities as applicable for the years
ended December 31,
       2023 and 2022. Refer to FASB ASC 932-235-50-17 and 18.
Reserve Information, page F-75

49.    Please revise the table presenting the opening and closing balance of
proved developed
       and undeveloped reserves at December 31 to remove the $ signs.
50.    Your reconciliation of the changes in proved developed and undeveloped
reserves for the
       year ended December 31, 2023 included only a positive revision
attributable to extensions
       and discoveries; however, footnotes (2) and (3) to the standardized
measure calculation
       table identified a decrease for the year-ended 2023 due to lower natural
gas prices. Please
       review and revise your disclosures as necessary to remove the
inconsistency. Refer to
       FASB ASC 932-235-50-5.

       This comment also applies to the disclosure of the changes in proved
developed and
       undeveloped reserves that occurred during 2022 and the changes in proved
undeveloped
       reserves presented on page 204.
 August 6, 2024
Page 10

Standard Measure of Discounted Future Cash Flow, page F-76

51.    Please expand the discussion accompanying the presentation of the
standardized measure
       to include a description similar to page 205 of the inputs to the
calculation, including the
       clarification that future cash flows are reduced by estimated
abandonment costs. Refer to
       FASB ASC 932-235-50-36.
52.    Please expand your filing to include the changes in the standardized
measure for the
       years-ended 2023 and 2022 as required by FASB ASC 932-235-50-34 and 35.
Exhibits

53.    We note the reserve report, filed as Exhibit 99.7, includes information
relating to probable
       and possible reserves not disclosed in the Registration Statement on
Form S-4. We believe
       the information in the reserve report should correlate with the
disclosure in your filing.
       Therefore, either obtain and file a revised reserve report which does
not include the
       information relating to probable and possible reserves, or revise the
Registration
       Statement on Form S-4 to disclose this information in a manner
consistent with the
       guidance in Item 1202(a)(2) of Regulation S-K.
54.    Please obtain and file a revised reserve report that includes the
initial reference price for
       natural gas excluding adjustments for differentials as part of the
discussion of the primary
       economic assumptions. Refer to Item 1202(a)(8)(v) of Regulation S-K.
General

55.    We note that SPAC's sponsor is Swiftmerge Holdings, LP, a Delaware
limited
       partnership. Please revise to describe the general character of SPAC's
sponsor's
       business. Refer to Item 1603(a)(2) of Regulation S-K.
56.    We note your disclosure on page 232 that your management team, the SPAC
Board,
       SPAC Board of Advisors, and IVEST collectively have decades of
experience in sourcing
       highly unique and compelling acquisitions, at favorable market prices,
with beneficial
       deal structures, that are conducive to driving market beating equity
return profiles for
       investors. Please revise to describe the prior SPAC experience of the
SPAC sponsor, its
       affiliates, and any promoters. Refer to Item 1603(a)(3) of Regulation
S-K.
57.    Please describe the material roles and responsibilities of the SPAC
sponsor, its affiliates,
       including IVEST, and any promoters in directing and managing the SPAC's
activities.
       Refer to Item 1603(a)(4) of Regulation S-K.
58.    Please tell us if the registration statement has been signed by a
majority of the board of
       directors of AleAnna or include such signatures in your next amendment.
        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.
 August 6, 2024
Page 11

       Please contact Robert Babula, Staff Accountant, at 202-551-3339 or Gus
Rodriguez, Staff
Accountant, at 202-551-3752 if you have questions regarding comments on the
financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-
551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:   Adam Namoury, Esq.
      Stephen Grant, Esq.