May 2, 2007
Mail Stop 3720
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-9303
| Attention: | Mr. John Zitko |
| Ms. Kathryn Jacobson |
| Mr. Dean Suehino |
| Re: | Oakmont Acquisition Corp. |
| Amendment No. 1 to Proxy Statement on Schedule 14A |
| File No. 0-51423 |
Ladies and Gentlemen:
This letter accompanies the letter prepared by Foley & Lardner LLP which provides responses to your comment letter dated April 12, 2007. As requested in your comment letter, Oakmont Acquisition Corp. (the “Company”) hereby acknowledges that:
| • | the Company is responsible for the accuracy of the disclosure in the filing; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any actions with respect to the filing; and |
| • | the Company may not assert staff comments as a defense in any proceeding initialed by the Commission or any person under the federal securities laws of the United States. |
Sincerely,
/s/ Michael C. Azar
Michael C. Azar
President
MCA/lg