SUSSER HOLDINGS CORPORATION
4433 BALDWIN BOULEVARD
CORPUS CHRISTI, TEXAS 78408
October 16, 2006
VIA EDGAR AND FACSIMILE
Mr. H. Christopher Owings
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Susser Holdings Corporation – |
Registration Statement on Form S-1 (No. 333-134033)
Dear Mr. Owings:
Susser Holdings Corporation (the “Company”), hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-134033) (the “Registration Statement”) be accelerated so that it becomes effective at 3:00 p.m. (Eastern time) on October 18, 2006, or as soon thereafter as possible.
In connection with the filing of the Registration Statement, the Company acknowledges that the disclosure in the filing is the responsibility of the Company. The Company further acknowledges that staff comment or changes in response to staff comment in the disclosure in the Registration Statement may not be asserted in any defense in any proceeding which may be brought by any person. The Company represents to the Commission that should 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 and the Company represents that it 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.
The Company further acknowledges that 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 disclosures in the filing.
I hereby confirm to you that the Company is aware of its obligations under the Act and the Securities Exchange Act of 1934, as amended, with respect to the public offering of securities specified in the Registration Statement.
Division of Corporate Finance
Securities and Exchange Commission
October 16, 2006
Page 2
Please call our counsel, W. Stuart Ogg of Weil, Gotshal & Manges LLP, at (214) 746-7865 to confirm such effectiveness and if you have any questions.
Very truly yours, | ||
Susser Holdings Corporation | ||
/s/ E. V. Bonner, Jr | ||
By: Title: | E. V. Bonner, Jr. Executive Vice President, Secretary and General Counsel | |
| cc: | Peggy Kim (SEC) |
Scott Anderegg (SEC)
W. Stuart Ogg, Esq.
Weil, Gotshal & Manges LLP
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