OCEAN ENERGY, INC . |
1984 Isaac Newton Square West, Suite 202, |
Reston, VA 20190 |
August 5, 2008
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.W.
Division of Corporate Finance
Washington, D.C. 20549
Re:
Ocean Energy, Inc.
Amendment No. 3 to Registration Statement on Form S-1 Filed July 3, 2008
File No. 333-151747
Dear Mr. Mancuso and Mr. Jones:
Below are the responses to your comments on to your letter of July 25, 2008:
Signatures
1.
We note in response to prior comment 1 that Ms. Stupenko has now signed in the capacity of principal accounting officer. However, below the second paragraph required on the Signature page you must indicate who is signing in the capacity of principal executive officer, principal financial officer, controller, principal accounting officer and director. See Instruction 1 to Form S-1. Please revise accordingly.
We have noted your comment and revised the Signature page.
The Company hereby acknowledges:
·
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;
·
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from itsfullresponsibility for the adequacy and accuracy of the disclosure in the filing; and
·
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commissionorany person under the federal securities laws of the United States.
Sincerely,
/s/ Valentyna Stupenko
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Chief Executive Officer
Date: August 5, 2008
