Arent Fox LLP/Washington, DC / New York, NY / Los Angeles, CA
Deborah S. Froling
Attorney
202.857.6075DIRECT
202.857.6395FAX
froling.deborah@arentfox.com
June 29, 2012
VIA EDGAR
Ms. Anne Nguyen Parker
Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | ICON Oil & Gas Fund Amendment No. 3 to Registration Statement on Form S-1, filed June 13, 2012 SEC File No. 333-177051 |
Dear Ms. Parker:
On behalf of our client, ICON Oil & Gas Fund (the “Registrant”), we are responding to the comments of the Staff of the U.S. Securities and Exchange Commission (the “Staff”) as discussed on the telephone today, with respect to the Registrant’s above-referenced Amendment No. 3 to the Registration Statement on Form S-1 filed with the Commission on June 13, 2012 (the “Registration Statement”). Attached hereto are changed pages reflecting disclosures to be added to the Registration Statement in response to your comments regarding the cover page, the organizational chart and the section entitled “Prior Activities.” Additional changes regarding the Registrant’s status as an emerging growth company pursuant to the JOBS Act will provided separately in an amendment to the Registration Statement.
If you have any questions, please feel free to call me at (202) 857-6075 or Joel S. Kress, Senior Managing Director, of ICON Oil & Gas GP, LLC at (212) 418-4711.
Sincerely,
/s/ Deborah Schwager Froling
Deborah Schwager Froling
Enclosures
| cc: | Joel S. Kress, ICON Oil & Gas GP, LLC (w/o enclosures) |
GENBUS/875961.1
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