January 3, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: PDC Energy, Inc. Registration Statement on Form S-4 (File No. 333-215198)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDC Energy, Inc. hereby requests acceleration of the effective date of the above-referenced Registration Statement, so that it may become effective at 4:00 p.m. Eastern Time on January 5, 2017, or as soon thereafter as practicable.
Please contact John Elofson of Davis Graham & Stubbs LLP at (303) 892-7335 should you have any questions or comments.
| Very truly yours, | |
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| By: | /s/ Daniel W. Amidon |
| Name: | Daniel W. Amidon |
| Title: | Senior Vice President, General Counsel and Secretary |