Gastar Exploration Ltd.
1331 Lamar Street, Suite 1080
Houston, Texas 77002
January 3, 2006
Via FACSIMILE and EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
Washington, D.C. 20549-7010
| Attention: | H. Roger Schwall, Assistant Director |
Ms. Mellissa Campbell Duru
| Re: | Gastar Exploration Ltd. (the “Registrant”) |
Registration Statement on Form S-1
File No. 333-127498
Ladies and Gentlemen:
In connection with our letter requesting acceleration dated on December 30, 2005, we acknowledge that the disclosure in the Registration Statement on Form S-1 is the responsibility of the Registrant. We represent to the Securities and Exchange Commission (the “Commission”) that should the Commission or the staff acting pursuant to delegated authority declare the filing effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement, and we represent that we will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We further acknowledge that the action of the Commission or the staff acting pursuant to delegated authority in declaring the Registration Statement effective does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement.
You may contact our counsel at Vinson & Elkins, Mark Kelly (713-758-4592) or Jim Prince (713-758-3710), if you have further comments or questions.
Very truly yours,
/s/ J. Russell Porter
J. Russell Porter
President and Chief Executive Officer
