Ascent Energy Inc.
4965 Preston Park Blvd., Suite 800
Plano, Texas 75093
(972) 543-3900
November 29, 2007
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Ascent Energy Inc. – Form S-1 (Registration No. 333-135537) |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Ascent Energy Inc., a Delaware corporation (the “Registrant”), hereby requests that the above captioned Registration Statement be withdrawn as of the date hereof or as soon thereafter as practicable. The Registrant no longer intends to proceed with a registered public offering of its securities at this time. The Registrant believes the withdrawal to be consistent with the public interest and the protection of investors. The Registrant represents that no securities have been offered or sold pursuant to the Registration Statement.
| Very truly yours, |
| ASCENT ENERGY INC. |
| By: | /s/ Terry W. Carter |
| Terry W. Carter |
| Chief Executive Officer and President |
