LINN ENERGY, LLC
600 Travis Street, Suite 5100
Houston, Texas 77002
May 30, 2014
Via EDGAR and Overnight Mail
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-7010
Attention: Norman von Holtzendorff
| Re: | Request for Acceleration of Effectiveness of Linn Energy, LLC and Linn Energy Finance Corp.’s Registration Statement on Form S-4 (File No. 333-187458) initially filed on March 22, 2013 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Linn Energy, LLC, a Delaware limited liability company, Linn Energy Finance Corp., a Delaware corporation, and each of the guarantors listed on the signature page hereto (collectively, the “Registrants”), hereby request that the effectiveness of their Registration Statement on Form S-4 (File No. 333-187458) (as amended, supplemented or otherwise modified prior to the date hereof, the “Registration Statement”) be accelerated so that the Registration Statement will become effective on June 2, 2014, at 9:00 a.m. Eastern Time, or as soon thereafter as practicable.
In connection with making this request, the Registrants acknowledge that:
(i) 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;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrants 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.
[Signature on following page]
| Very truly yours, | ||
| LINN ENERGY, LLC | ||
| LINN ENERGY FINANCE CORP. | ||
| LINN ENERGY HOLDINGS, LLC | ||
| LINN EXPLORATION MIDCONTINENT, LLC | ||
| LINN EXPLORATION & PRODUCTION MICHIGAN LLC | ||
| LINN MIDSTREAM, LLC | ||
| LINN MIDWEST ENERGY LLC | ||
| LINN OPERATING, INC. | ||
| MID-CONTINENT I, LLC | ||
| MID-CONTINENT II, LLC | ||
| MID-CONTINENT HOLDINGS I, LLC | ||
| MID-CONTINENT HOLDINGS II, LLC | ||
| By: | /s/ Candice J. Wells | |
| Candice J. Wells | ||
| Vice President, General Counsel and Corporate Secretary | ||
