April 6, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549-7010
Attn: | H. Roger Schwall, Assistant Director |
Division of Corporation Finance |
Re: | Pacific Coast Energy Company LP |
Pacific Coast Oil Trust |
Registration Statement on Form S-1 |
File Nos. 333-178928 and 333-178928-01 |
Filed January 6, 2012, as amended on February 10, 2012, February 17, 2012, |
March 16, 2012 and April 6, 2012 |
Ladies and Gentlemen:
In regard to the above-referenced Registration Statement (the “Registration Statement”) of Pacific Coast Energy Company LP, a Delaware limited partnership (“PCEC”), and Pacific Coast Oil Trust (the “Trust” and, together with PCEC, the “Registrants”), relating to the Trust’s proposed initial public offering of trust units (the “Offering”), the Registrants submit this letter to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission. The Registrants have revised the Registration Statement to include the price range of the Offering and the use of proceeds by PCEC and to update certain other pages. The revised pages of the Registration Statement are included in the attached file. The Registrants will pay an additional fee to reflect any increase in the maximum aggregate offering size when filing a subsequent amendment.
Please direct any questions or comments regarding the foregoing or with respect to the Registration Statement to Sean T. Wheeler at (713) 546-7418.
Very truly yours,
/s/ Sean T. Wheeler
Sean T. Wheeler
of LATHAM & WATKINS LLP
cc: | Randall H. Breitenbach, Chief Executive Officer |
Halbert S. Washburn, President
James G. Jackson, Executive Vice President and
Chief Financial Officer
Gregory C. Brown, Executive Vice President and
General Counsel
Gerald M. Spedale, Baker Botts L.L.P.
Thomas Adkins, Bracewell & Giuliani LLP
Heather Horn, PricewaterhouseCoopers LLP
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