December 19, 2016
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: | Ms. Loan Lauren P. Nguyen |
| Ms. Irene Barberena-Meissner |
| Re: | Par Pacific Holdings, Inc. |
| Registration Statement on Form S-3/A |
| File No. 333-214593 |
Dear Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Par Pacific Holdings, Inc. (the “Company”), the registrant under the registration statement on Form S-3/A, File No. 333-214593 (the “Registration Statement”), respectfully requests that the Registration Statement be declared effective at 4:00 p.m., Washington, D.C. time, on December 21, 2016, or as soon as practicable thereafter.
Very truly yours,
PAR PACIFIC HOLDINGS, INC. |
| /s/ J. Matthew Vaughn |
| J. Matthew Vaughn |
| Senior Vice President and General Counsel |
