September 8, 2008
Mr. H. Roger Schwall
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Resolute Energy Partners, LP Form S-1 (Registration Statement No 333-146391) |
Dear Mr. Schwall:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Resolute Energy Partners, LP, a Delaware limited partnership (the “Registrant”), hereby requests that the above-captioned Registration Statement be withdrawn effective as of the date hereof or as soon thereafter as practicable. The Registrant no longer intends to proceed with a registered public offering of its securities at this time. The Registrant represents that no securities have been offered or sold pursuant to the Registration Statement. The Registrant may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.
| Very truly yours, Resolute Energy Partners, LP | ||||
| By: | Resolute Energy GP, | |||
| LLC its General Partner | ||||
| By: | /s/ Nicholas J. Sutton | |||
| Name: | Nicholas J. Sutton | |||
| Title: | Chief Executive Officer | |||
| Cc: | Laura Nicholson [Securities and Exchange Commission] James M. Piccone [Resolute Energy Partners] Theodore Gazulis [Resolute Energy Partners] William N. Finnegan [Vinson & Elkins L.L.P.] W. Matthew Strock [Vinson & Elkins L.L.P.] Joshua Davidson [Baker Botts L.L.P.] R. Joel Swanson [Baker Botts L.L.P.] |