May 4, 2012
Via EDGAR and Facsimile to (202) 772-9220
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, DC 20549-4628
| Re: | New Source Energy Corporation |
| Registration Statement on Form S-1, as amended |
File No. 333-176548
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 p.m. (Washington, D.C. time) on Tuesday, May 8, 2012, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Crowe & Dunlevy, A Professional Corporation, by calling James Larimore at (405) 239-6643.
The Company hereby acknowledges:
| (i) | 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; |
| (ii) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| (iii) | the Company 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. |
PO Box 1218 Oklahoma City, OK 73101
tel 405.272.3028 fax 405.272.3034 newsource.com
| New Source Energy Corporation | ||
United States Securities and Exchange Commission | May 4, 2012 | |
Division of Corporation Finance | Page 2 | |
In addition, the Company is aware that the Division of Enforcement has access to all information the Company has provided to the staff of the Division of Corporation Finance in connection with this filing.
| Sincerely, |
/s/ Kristian B. Kos |
Kristian B. Kos |
Chief Executive Officer |
New Source Energy Corporation |