June 19, 2015
Via EDGAR and Federal Express
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Mr. H. Roger Schwall Ms. Anuja A. Majmudar | |
| Re: | Par Petroleum Corporation | |
| Registration Statement on Form S-3 | ||
| File No. 333-204597 | ||
Dear Mr. Schwall and Ms. Majmudar:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Par Petroleum Corporation (the “Company”), the registrant under the registration statement on Form S-3, File No. 333-204597 (the “Registration Statement”), respectfully requests that the Registration Statement be declared effective at 3:00 p.m., Washington, D.C. time, on June 23, 2015, or as soon as practicable thereafter.
In connection with this request, the Company acknowledges that: (1) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (3) the Company may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.
| Very truly yours, |
| PAR PETROLEUM CORPORATION |
/s/ Brice Tarzwell |
| Brice Tarzwell |
| Chief Legal Officer |
800 Gessner Road, Suite 875 | Houston, Texas 77024
Office: (281) 899-4829 | Fax: (281) 518-5215