Stephen E. Cox
Chief Executive Officer
Cox Distribution, Inc.
PO Box 430
Cokeville, WY 83114
November 9, 2007
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Cox Distributing, Inc.
Registration Statement Form SB-2 – Acceleration Request
File No.: 333-145712
Dear Sirs and/or Madam:
This letter serves as our request, in accordance with Rule 461, for acceleration of the effectiveness of the above-referenced Registration Statement (filed pursuant to Form SB-2) to November 9, 2007 at 10:00 a.m., or as soon thereafter as practicable.
In that respect and in furtherance of our Acceleration Request, we herewith acknowledge that:
·
Should the Commission or the staff, acting pursuant to delegated authority, declare our 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 our filing effective, does not relieve Cox Distributing, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
·
Cox Distributing, Inc. 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,
Cox Distributing, Inc.
/s/ Stephen E. Cox
Stephen E. Cox, Chief Executive Officer