[Far East Energy Corporation Letterhead]
May 8, 2006
Via Facsimile (202) 772-9369 and
Edgar Correspondence
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 7010
Washington, DC 20549-7010
Attention: Mr. Jason Wynn
| Re: | Registration Statement on Form S-3 of Far East Energy Corporation, Registration No. 333-132631 |
Dear Mr. Wynn:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Far East Energy Corporation, hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (Reg. No. 333-132631) at 4:00 p.m., Eastern time on May 10, 2006 or as soon thereafter as is practicable.
Far East Energy Corporation 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 Far East Energy Corporation from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| - | Far East Energy Corporation 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. |
Securities and Exchange Commission
May 8, 2006
Page - 2
Very truly yours,
FAR EAST ENERGY CORPORATION
| By: | /s/ Bruce N. Huff | |
Bruce N. Huff, Chief Financial Officer, Secretary and Treasurer | ||
| cc: | H. Roger Schwall, United States Securities and Exchange Commission Michael R. McElwrath, Far East Energy Corporation W. Crews Lott, Baker & McKenzie, LLP |
