Mail Stop 3561



								April 5, 2006



Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York  10019

Re:	Tremisis Energy Acquisition Corporation
	Amendment No. 3 to Preliminary Proxy Statement on Schedule
14A
      Filed March 31, 2006
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A Cover Page

1. We note the reduction in the total fee paid.  Please explain
the
decrease in the fee when the proposed maximum aggregate value of
the
transaction has remained the same.

Summary of the Proxy Statement, page 9

2. We reissue prior comment four of our letter dated March 24,
2006.
We continue to note the statement that if Tremisis is unable to
consummate a business combination by May 18, 2006, Tremisis`
officers
will dissolve and liquidate Tremisis within 60 days.  Please
clearly
disclose the term set forth in the Form S-1 that the company will
dissolve and promptly distribute to its public shareholders in
this
circumstance.  Furthermore, please provide a detailed analysis in
the
disclosure as to how the 60 day time period is consistent with the
disclosure in the Form S-1 regarding the prompt return of funds.

Oil and Natural Gas Marketing and Hedging, page 89

3. We note your response to prior comment 20 of our letter dated
March 24, 2006.  We continue to believe that the agreement between
RAM and Shell Trading-US is a material contract in light of the
fact
that Shell Trading is a material customer and should be filed as
an
exhibit upon completion of the business combination.

Results of Operations, page 95

Year Ended December 31, 2005 Compared to Year Ended December 31,
2004, page 95

4. We note your response to comment 21 of our letter dated March
24,
2006.  We partially reissue the comment.  Please explain of what
items other income is comprised and the reason for the increase.

Liquidity and Capital Resources, page 102

5. We reissue prior comment 24 from our letter dated March 24,
2006.
Please name the lending institution with whom you executed a
commitment letter in February 2006.  If a definitive agreement has
been entered into, disclose the material terms.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.



	You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters.  You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters.  Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.


      Sincerely,



      John Reynolds
      Assistant Director


cc:	Noah Scooler, Esq.
	Fax (212) 818-8881


Lawrence S. Coben
Tremisis Energy Acquisition Corp.
April 5, 2006
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