DOMINION GAS HOLDINGS, LLC
120 Tredegar Street
Richmond, Virginia 23219
| VIA EDGAR | June 23, 2014 |
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Dominion Gas Holdings, LLC |
Registration Statement on Form S-4
Filed April 4, 2014
File No. 333-195066
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Dominion Gas Holdings, LLC (“Dominion Gas”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-4 referred to above, so that it will become effective at 4:00 p.m., Eastern Time, on June 25, 2014 or as soon thereafter as is practicable.
In connection with the foregoing request for acceleration of effectiveness, Dominion Gas hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 Dominion Gas from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | Dominion Gas 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. |
Please contact Jane Whitt Sellers of McGuireWoods LLP (Tel. 804-775-1054) with any questions you may have regarding this request. In addition, please notify Ms. Sellers when this request for acceleration has been granted.
| Dominion Gas Holdings, LLC | ||
| By: | /s/ Mark O. Webb | |
| Name: | Mark O. Webb | |
| Title: | Vice President and General Counsel | |
