| CREDIT SUISSE SECURITIES (USA) LLC | |
| GOLDMAN, SACHS & CO. | |
| J.P. MORGAN SECURITIES INC. | |
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| c/o | Credit Suisse Securities (USA) LLC |
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| Eleven Madison Avenue |
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| New York, New York 10010-3629 |
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| December 11, 2009 |
Re: | Cobalt International Energy, Inc. |
| Registration Statement on Form S-1 |
| Registration File No. 333-161734 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, wish to advise you that the Preliminary Prospectus dated November 27, 2009, was distributed during the period November 27, 2009 through 5:00 p.m., Eastern Standard Time, December 10, 2009, as follows:
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| No. of Copies |
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Institutions |
| 663 |
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Dealers, Underwriters and Others |
| 17,502 |
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Total |
| 18,165 |
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We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Cobalt International Energy, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Standard Time on December 15, 2009, or as soon thereafter as practicable.
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| Very truly yours, |
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| CREDIT SUISSE SECURITIES (USA) LLC |
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| GOLDMAN, SACHS & CO. |
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| J.P. MORGAN SECURITIES INC. |
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| By: | Credit Suisse Securities (USA) LLC |
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| By: | /s/ Robert Santangelo |
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| Name:Robert Santangelo |
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| Title:Managing Director |
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| As representatives for the several participating underwriters. |