February 14, 2019
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. Kevin Dougherty | |
| Re: | Par Pacific Holdings, Inc. Registration Statement on Form S-3 File No. 333-229528 | |
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, File No. 333-229528( the “Registration Statement”), respectfully requests that the Registration Statement be declared effective at 3:00 p.m., Washington, D.C. time, on February 15, 2019, 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 |