EP Energy Corporation
1001 Louisiana
Houston, TX 77002
October 17, 2011
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: H. Roger Schwall
RE: EP Energy Corporation
Registration Statement on Form 10-12B (No. 1-35277)
Request for Withdrawal of Registration Statement
Ladies and Gentlemen:
EP Energy Corporation (the “Company”) hereby requests that the Company’s Registration Statement on Form 10-12B (No. 1-35277), as amended, and all exhibits thereto (the “Registration Statement”), pursuant to the Exchange Act of 1934, as amended, be withdrawn effective immediately. The Company is withdrawing the Registration Statement, which has not been declared effective, because the spin-off contemplated by the Registration Statement is no longer being pursued by the Company. No securities were issued or sold under the Registration Statement.
If you or any member of the Staff have any questions regarding this request for withdrawal, please contact the undersigned at (713) 420-4204.
| Sincerely, |
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| /s/ Brent J. Smolik |
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| Brent J. Smolik |
| President and Chief Executive Officer |
cc: | John Sult |
| J. Eric Johnson |
| Norman von Holtzendorff |