April 4, 2013
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Washington, DC 02549
| RE: | Dune Energy, Inc. |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed March 12, 2013 |
| File No. 333-186088 |
| Post-Effective Amendment No. 1 to Registration Statement on Form S-1 |
| Filed March 8, 2013 |
| File No. 333-179687 |
Dear Mr. Schwall,
We have received the Securities and Exchange Commission’s letter of March 28, 2013 regarding the registration statements of Dune Energy, Inc. (the “Company”). We have reviewed your comments and wish to provide you notice of our responses, which were filed in an amendment to each registration statement on the date hereof.
With respect to comment No. 1, the Company has included the accurate number of outstanding shares in an amendment to each registration statement, as of the date of each such amendment.
With respect to comment No. 2, the Company has obtained and filed with each of the registration statements (i) an updated consent of MaloneBailey, LLP that references the audit report dated March 8, 2013 with respect to the audited consolidated financial statements for the years ended December 31, 2012 and December 31, 2011 and (ii) an updated consent from DeGolyer and MacNaughton.
Thank you for your consideration in this matter.
| Sincerely, |
| /s/ James A. Watt |
| James A. Watt |
| President and Chief Executive Officer |
| cc: | Karina V. Dorin |
| Laura Nicholson |
