AMERICAN PETROLEUM TANKERS PARENT LLC
AP TANKERS CO.
345 Park Avenue, 29th Floor
New York, NY 10154
c/o The Blackstone Group L.P.
April 12, 2011
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. John Dana Brown
| Re: | American Petroleum Tankers Parent LLC and AP Tankers Co. Registration |
Statement No. 333-171331
Dear Mr. Brown:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, American Petroleum Tankers Parent LLC and AP Tankers Co. (collectively, the “Registrants”) hereby respectfully request that the effective date for the above-referenced Registration Statement on Form S-4 be accelerated so that it will be declared effective at 1:00 p.m., Eastern Standard time, on April 13, 2011, or as soon as practicable thereafter.
Notwithstanding the foregoing, the Registrants acknowledge that:
| • | should the Securities and Exchange Commission (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 Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants may not assert 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. |
Securities and Exchange Commission
April 12, 2011
Page 2
Please notify Michael R. Littenberg or Ian R. Cohen of Schulte Roth & Zabel LLP, counsel to the Registrants, at (212) 756-2524 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.
| AMERICAN PETROLEUM TANKERS PARENT LLC | ||
| By: American Petroleum Tankers Holding LLC, its sole member | ||
By: | /s/ Robert K. Kurz | |
Name: Robert K. Kurz | ||
Title: Chief Executive Officer | ||
AP TANKERS CO. | ||
By: | /s/ Robert K. Kurz | |
Name: Robert K. Kurz | ||
Title: President and Secretary | ||
cc: Michael R. Littenberg, Schulte Roth & Zabel LLP
Ian R. Cohen, Schulte Roth & Zabel LLP
