[Letterhead of KeyBanc Capital Markets, Inc.]
April 25, 2008
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Carmen Moncada-Terry
| Re: | Rex Energy Corporation | |
| Registration Statement on Form S-1 (File No. 333-150120) |
Ladies and Gentlemen:
As Representatives of the several underwriters of Rex Energy Corporation’s proposed public offering of Common Stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement requesting effectiveness for 1:00 p.m., Eastern Time, on April 29, 2008, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 21, 2008 through the date hereof:
Preliminary Prospectus dated April 21, 2008:
3,000 copies to prospective Underwriters, institutional investors, dealers and others.
[Signature on following page]
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
| KEYBANC CAPITAL MARKETS, INC. | ||
As Representatives the several Underwriters | ||
| By: | /s/ Mason Wynocker | |
| Mason Wynocker | ||
| Director | ||
