| E. Allen Nye, Jr. Senior Vice President, General Counsel & Secretary | |||
Oncor Electric Delivery 1616 Woodall Rodgers Fwy. Dallas, Texas 75202 Telephone: 214.486.2000 |
December 15, 2016
Via EDGAR and Electronic Mail
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
Attention: Charlie Guidry
| RE: | Oncor Electric Delivery Company LLC |
Registration Statement on FormS-4
Filed December 6, 2016
FileNo. 333-214918
Dear Mr. Guidry:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Oncor Electric Delivery Company LLC (the “Company”) hereby requests acceleration of the effectiveness of its Registration Statement on FormS-4 (Reg. No. 333-214918) at 4:00 p.m., Eastern time, on Monday, December 19, 2016, 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. |
| Very truly yours, | ||
| Oncor Electric Delivery Company LLC | ||
| By: | /s/ E. Allen Nye, Jr. | |
| E. Allen Nye, Jr. | ||
| Senior Vice President, General Counsel & Secretary | ||
| cc: | W. Crews Lott, Baker & McKenzie LLP |