Corning Natural Gas Corporation
330 W. William Street
Corning, New York 14830
April 14, 2016
United States Securities and Exchange Commission
Washington, D.C. 20549
| | Re: Amendment No. 3 to Registration Statement on Form S-1 |
Ladies and Gentlemen:
Corning Natural Gas Corporation hereby requests that the effective date of its Registration Statement on Form S-1 (No. 333-208943) be accelerated so that it will be declared effective at 9:00 a.m. on April 15, 2016 pursuant to Rule 461(a) under the Securities Act of 1933, as amended, or as soon thereafter as practicable.
The Company acknowledges that:
| · | if the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declares the filing effective, that action 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions regarding this request, please call Deborah J. McLean at (585) 263-1307 or Eric T. Tanck at (585) 263-1549, each of Nixon Peabody LLP, counsel to the Company, with any further comments or questions.
Very truly yours,
Corning Natural Gas Corporation
By: /s/ Michael I. German
Name: Michael I. German
Title: President and Chief Executive Officer
cc: Deborah J. McLean