VIA EDGAR & FACSIMILE
January 10, 2012
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
Facsimile: (703) 813-6985
ATTENTION: Mara L. Ransom, Assistant Director
Re: | CHESAPEAKE UTILITIES CORPORATION |
Registration Statement on Form S-3 |
Filed on December 21, 2011, and as amended on January 6, 2012 and January 10, 2012 |
Securities and Exchange Commission File No. 333-178678 |
Ladies and Gentlemen:
We hereby request that the above-referenced Registration Statement of CHESAPEAKE UTILITIES CORPORATION, a Delaware corporation (the “Company”), be declared effective under the Securities Act of 1933, as amended, at 3:00 P.M. on Thursday, January 12, 2012, or as soon thereafter as practicable.
We acknowledge that:
• | should the Commission or 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. |
Respectfully requested, |
CHESAPEAKE UTILITIES CORPORATION |
/s/ Beth W. Cooper |
Beth W. Cooper |
Senior Vice President and Chief Financial Officer |
022913, 094001, 104043982