Natural Gas Service Group, Inc.
508 West Wall Street, Suite 550
Midland, Texas 79701
Phone: (432) 262-2700
Fax: (432) 262-2701
November 20, 2009
Via Edgar
H. Roger Schwall, Assistant Director
John Lucas, Staff Attorney
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-5561
Re: Natural Gas Services Group, Inc.
Form S-3
File No. 333-161346
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the referenced Form S-3 Registration Statement for Natural Gas Service Group, Inc., to 10:00 a.m. Eastern Standard Time on November 24, 2009, or as soon thereafter as practicable. We hereby confirm that management of the registrant is aware of its obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934.
We hereby acknowledge the following:
| · | 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 registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | The registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
United States Securities & Exchange Commission
November 20, 2009
Page 2
If there are any comments or questions with respect to the Registration Statement or the acceleration thereof, please contact our legal counsel, David A. Thayer, at (303) 785-1623.
| | | Very truly yours, |
| | | |
| | | /s/ Stephen C. Taylor | |
| | | Stephen C. Taylor |
| | | Chief Executive Officer |
| | | |
