Far East Energy Corporation
363 North Sam Houston Pkwy
Suite 380
Houston, Texas 77060
Telephone: (832) 598-0470
October 30, 2009
Via EDGAR and Facsimile
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
Attention: Tracey L. McNeil
| RE: | Far East Energy Corporation | |
| Registration Statement on Form S-3 | ||
Filed September 21, 2009 File No. 333-162019 |
Dear Ms. McNeil:
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. 333-162019) at 5:00 p.m., Eastern time, on Wednesday, November 4, 2009, 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 |
Securities and Exchange Commission
October 30, 2009
Page - 2
| • | 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. |
| Very truly yours, | ||
| Far East Energy Corporation | ||
| By: | /s/ Michael R. McElwrath | |
| Michael R. McElwrath | ||
| Chief Executive Officer and President | ||
| cc: | Amar Budarapu, Esq., Baker & McKenzie LLP |
