LRR ENERGY, L.P.
1111 Bagby Street, Suite 4600
Houston, Texas 77002
(713) 292-9510
January 15, 2013
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sirimal R. Mukerjee
Re: LRR Energy, L.P. Registration Statement on Form S-3 (File No. 333-185366)
Dear Mr. Mukerjee:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LRR Energy, L.P. (the “Partnership”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-185366) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 3:00 p.m., Washington, D.C. time, on January 16, 2013, or as soon as practicable thereafter.
The Partnership hereby acknowledges 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Partnership 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, | ||
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| LRR ENERGY, L.P. | ||
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| By: LRE GP, LLC, its general partner | ||
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| By: | /s/ | Jaime R. Casas |
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| Jaime R. Casas |
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| Vice President, Chief Financial Officer and |
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| Secretary |
cc: Eric Mullins, Co-Chief Executive Officer and Chairman
Charles W. Adcock, Co-Chief Executive Officer
Gislar Donnenberg, Andrews Kurth LLP
Jon W. Daly, Andrews Kurth LLP
