| 1775 Sherman Street |
Suite 3000 | |
Denver, Colorado 80203 | |
Phone: (303) 860-5800 | |
www.pdce.com |
December 5, 2019
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Natural Resources
100 F Street, NE
Washington, D.C. 20549
Attn: Ms. Jeannette Wong
Re: PDC Energy, Inc. (the “Registrant”)
Registration Statement on Form S-4, as amended
File No. 333-233933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (File No. 333-233933), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on September 25, 2019, as amended by Amendment No. 1 filed with the Commission on October 23, 2019 and by Amendment No. 2 filed with the Commission on November 13, 2019 (as so amended, the “Registration Statement”). Pursuant to Rule 461 of the Securities Act of 1933, as amended, the Registrant respectfully requests that the effective date for the Registration Statement be accelerated to December 6, 2019 at 4:30 p.m., Eastern Time or as soon thereafter as practicable.
We request that we be notified of such effectiveness by telephone call to John Elofson of Davis Graham & Stubbs LLP at (303) 892-7335.
| Sincerely, | |
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| PDC Energy, Inc. | |
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| By: | /s/ Nicole L. Martinet |
| Name: | Nicole L. Martinet |
| Title: | General Counsel, SVP and Corporate Secretary |
cc: John A. Elofson, Davis Graham & Stubbs LLP
Samuel J. Seiberling, Davis Graham & Stubbs LLP
Christine B. LaFollette, Akin Gump Strauss Hauer & Feld LLP
Cathleen M. Osborn, SRC Energy Inc.