CORRESP 1 filename1.htm

 

December 19, 2011

 

Via EDGAR

 

Anne Nguyen Parker

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

 

Re:

Carbon Natural Gas Company Registration Statement on Form S-1

 

Commission File No. 333-176287 (the “Registration Statement”)

 

Dear Ms. Parker:

 

Based upon oral confirmation that the Securities and Exchange Commission (the “Commission”) will not have any further comments on the Registration Statement, we are requesting acceleration of the Registration Statement.

 

In conjunction with our request for acceleration we acknowledge that:

 

·                                          should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement 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 Registration Statement effective, does not relieve us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                                          we may not assert 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.

 

We confirm that we are aware of our responsibilities under the Securities Act and under the Exchange Act as they relate to the public offering of securities specified in the Registration Statement.  The undersigned hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “1933 Act”), that the effectiveness of the Registration Statement referred to above be accelerated so that it will be declared effective at 10:00 a.m., Eastern time, or as soon as practicable thereafter, on December 21, 2011.  We understand that this request for acceleration is a confirmation of the fact that we are aware of our responsibilities under the federal securities laws.

 

We ask that you advise Theresa M. Mehringer, Esq. at 303-796-2626 upon the Registration Statement becoming effective.  Please leave a voice mail message if you are unable to speak with Ms. Mehringer personally.

 

 

 

Respectfully submitted,

 

 

 

CARBON NATURAL GAS COMPANY

 

 

 

/s/ Carbon Natural Gas Company

 

 

 

By:

Kevin D. Struzeski

 

 

Chief Financial Officer