May 10, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Registration Statement on Form S-4, as amended (File No. 333-208613), of Eclipse Resources Corporation and the Additional Registrant Guarantors named therein (collectively, the “Registrants”) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrants, we hereby respectfully request that the effective date of the above-referenced Registration Statement be accelerated to 12 p.m. (Washington, D.C. time), on May 12, 2016, or as soon practicable thereafter.
The Registrants hereby acknowledge that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance 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 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. |
Please notify Bryn A. Sappington of Norton Rose Fulbright US LLP at (214) 855-7180 upon the effectiveness of the Registration Statement or if you have any questions regarding this request. Thank you for your assistance in this matter.
| Respectfully, | ||
| Eclipse Resources Corporation | ||
| By: | /s/ Christopher K. Hulburt | |
| Name: | Christopher K. Hulburt | |
| Title: | Executive Vice President, Secretary and General Counsel | |