UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      August 18, 2006

Mr. Boris Zilbermints,
Chief Executive Officer
Chaparral Resources, Inc.
2 Gannett Drive, Suite 418
White Plains, NY 10604

      Re:	Chaparral Resources, Inc.
		Schedule 13E-3/A-1
      Filed August 7, 2006
		File No. 5-18426

		Schedule 14A/A-1
		Filed August 7, 2006
		File No. 0-07261

Dear Mr. Zilbermints:

      We have reviewed your response letter dated August 7, 2006,
and
the amended filings, and we 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.
General

Schedule 13E-3/A2 Filed August 7, 2006

1. We note your response to comment 2 and reissue the comment in
part.
You state that you do not believe that the BMO Nesbitt Burns
fairness
report and financial analysis are materially related to this
transaction because the report does not reference Chaparral and
because the analysis was not reviewed by Chaparral`s special
committee.  The staff has previously rejected the position that
the
phrase "materially related to the Rule 13e-3 transaction" is
limited
to documents prepared "in contemplation of, or in connection with,
a
going private transaction."  The fact that a report, opinion or
appraisal was not prepared specifically for purposes of the going
private transaction is not dispositive of its relevance or
materiality
to the transaction.  The financial analysis was provided to Nelson
Resources shortly before the LUKOIL amalgamation.  It is not clear
to
the staff why LUKOIL, a filing person and the successor to Nelson,
should not be considered a recipient of this information.  In
addition, given that the amalgamation granted a controlling equity
position in Chaparral to LUKOIL, such that LUKOIL`s approval is
required for any major transaction, including any alternatives to
the
going private transaction, it appears that the financial analysis
is
materially related to the going private transaction.  Please
provide a
summary of BMO Nesbitt Burns` financial analysis.

Schedule 14A/A2 filed August 7, 2006

Reasons for the Special Committee`s Determination; Fairness of the
Merger, page 18

2. We note your responses to prior comments 5 and 6.  Your
responses
partially address the comments.  The disclosure has not been
revised
to specifically discuss why each of the identified factors
supports
the special committee`s determination that the Rule 13e-3
transaction
is fair to the unaffiliated stockholders.  For example, in
response to
comment 5, you do not explain why the special committee`s
knowledge of
your business, assets, financial condition and results of
operations,
the nature of your business and the energy industry; and the risk
of
doing business in Kazakhstan and your growth potential, support
the
special committee`s fairness determination.

3. Please expand your response to comment 7 to explain why the
reduction in equity position by two of your largest and most
sophisticated stockholders supports the special committee`s
fairness
determination.

4. We note your responses to prior comments 10 and 11.  Please
further
expand your disclosure to discuss why the factors addressed by
each
comment disfavored the determination of fairness.


       **************

Closing Comments

      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 supplemental 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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, Michael Pressman at (202) 551-3345 with any questions.


Sincerely,



Tangela Richter
							Branch Chief



cc:	R. Joel Swanson
      Baker Botts L.L.P.
      713-229-7730
Mr. Boris Zilbermints
Chaparral Resources, Inc.
August 18, 2006
Page 2