Texas Competitive Electric Holdings Company LLC
TCEH Finance, Inc.
| VIA FACSIMILE AND EDGAR | December 29, 2008 |
| Re: | Texas Competitive Electric Holdings Company LLC |
TCEH Finance, Inc.
Registration Statement on Form S-4
File No.: 333-153700
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Christopher Owings, Assistant Director
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc. (together, the “Company”) hereby request that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 12:00 p.m., Washington, D.C. time, on December 30, 2008, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, in declaring 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, | ||
Texas Competitive Electric Holdings Company LLC TCEH Finance, Inc. | ||
| By: | /s/ Paul M. Keglevic | |
| Paul M. Keglevic, | ||
| Executive Vice President and Chief Financial Officer | ||
