Via EDGAR
December 22, 2015
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Spark Energy, Inc. |
Amendment No. 2 to Registration Statement on Form S-3
Filed December 22, 2015
File No. 333-206391
Dear Ms. Ransom:
On behalf of Spark Energy, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Amendment No. 2 to Registration Statement on Form S-3 be accelerated to 4:30 p.m., Eastern Time, on Monday, December 28, 2015, or as soon thereafter as practicable. The Company 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 the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company 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. |
This request has been transmitted via EDGAR. If you need additional information, please contact Sarah Morgan of Vinson & Elkins L.L.P. at (713) 758-2977.
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Securities and Exchange Commission
December 22, 2015
Page 2
| Very truly yours, | ||
| SPARK ENERGY, INC. | ||
| By: | /s/ Gil Melman | |
| Name: | Gil Melman | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
| cc: | Nathan Kroeker |
Sarah K. Morgan, Vinson & Elkins L.L.P.