Far East Energy Corporation
333 N. Sam Houston Parkway East
Suite 230
Houston, Texas 77060
Telephone: (832) 598-0470
November 19, 2013
Via EDGAR and E-Mail
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attn: | H. Roger Schwall | |
| Karina V. Dorin | ||
| Timothy S. Levenberg | ||
| Re: | Far East Energy Corporation | |
| Registration Statement on Form S-3 | ||
| Filed August 13, 2013 | ||
| File No. 333-190589 | ||
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Far East Energy Corporation (the "Company") hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (Reg. No. 333-190589) at 12:00 p.m., Eastern time, on November 21, 2013, or as soon thereafter as is practicable.
The Company acknowledges that:
| · | should the Securities and Exchange Commission (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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company 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. |
| Sincerely, | ||
| Far East Energy Corporation | ||
| By: | /s/ Jennifer D. Whitley | |
| Jennifer D. Whitley Chief Financial Officer | ||
| cc: | Michael R. McElwrath, Chief Executive Officer |
| Amar Budarapu, Baker & McKenzie LLP | |
| Aaron A. Scow, Baker & McKenzie LLP |
