PROVIDENCE RESOURCES, INC.
2610-1066 West Hastings Street
Vancouver, British Columbia V6E 3X2
Canada
June 6, 2007
Carmen Moncada-Terry
Division of Corporate Finance
100 F Street, N.E.
United States Securities and Exchange Commission
Washington, D.C. 20549-7010
Via Fax: (202) 772-9368
RE: Providence Resources, Inc.
Rule 461 Request for Acceleration
Commission File No. 333-139832
Registration Statement on Form SB-2
Dear Ms. Moncada-Terry:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, we hereby request acceleration of the effective date of our pending registration statement so that it may become effective on June 7, 2007 at 9:00 a.m. or as soon thereafter as is reasonably practicable.
In conjunction with our acceleration request we also acknowledge the following:
| |X| | 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; |
| |X| | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve us from our full responsibility for the adequacy and accuracy of the disclosures in the filing; and |
| |X| | we 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. |
Please direct copies of all responses and comments to the following address and fax number:
Providence Resources, Inc.
Attn: Nora Coccaro
2610-1066 West Hastings Street
Vancouver, British Columbia V6E 3X2
Telephone: (604) 602-1717
Facsimile: (604) 687-6755
Yours faithfully,
/s/ Nora Coccaro
Nora Coccaro
Chief Executive Officer
