LINNCO, LLC
LINN ENERGY, LLC
600 Travis, Suite 5100
Houston, Texas 77002
November 12, 2013
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Attn: | Anne Nguyen Parker, Branch Chief |
| Division of Corporation Finance |
| Re: | LinnCo, LLC |
| Linn Energy, LLC |
| Registration Statement on Form S-4 (as amended) |
| File No. 333-187484 |
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, LinnCo, LLC (“LinnCo”) and Linn Energy, LLC (“LINN” and, together with LinnCo, the “Registrants”) respectfully request acceleration of the effective date of the above-captioned Registration Statement to 12:00 p.m., Washington, D.C. time, on November 14, 2013, or as soon as practicable thereafter.
The Registrants hereby acknowledge 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 Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants 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, | ||
| LINNCO, LLC | ||
| By: | /s/ Candice J. Wells | |
| Candice J. Wells | ||
| Vice President, General Counsel and | ||
| Corporate Secretary | ||
| LINN ENERGY, LLC | ||
| By: | /s/ Candice J. Wells | |
| Candice J. Wells | ||
| Vice President, General Counsel and | ||
| Corporate Secretary | ||
| cc: | Michael E. Dillard, Latham & Watkins LLP |
| Sean T. Wheeler, Latham & Watkins LLP |
| Daniel A. Neff, Wachtell, Lipton, Rosen & Katz |
| David K. Lam, Wachtell, Lipton, Rosen & Katz |
