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


     DI VISION OF
CORPORATI ON FI NANCE




                                                                 May 20, 2020

  Via E-Mail
  Sarah K. Morgan, Esq.
  Vinson & Elkins L.L.P.
  1001 Fannin Street, Suite 2500
  Houston, TX 77002

           Re:     Spark Energy, Inc.
                   Schedule TO-I
                   Filed May 11, 2020
                   SEC File No. 005-88272

  Dear Ms. Morgan:

           We have reviewed your filing and have the following comments.

          Please respond to this letter by amending your filing, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to your facts and circumstances or do not believe
an amendment is
  appropriate, please tell us why in your response.

         After reviewing any amendment to your filing and the information you
provide in
  response to these comments, we may have additional comments.

  Offer to Purchase

  Cover Page

  1.       Please revise your disclosure relating to the return of unpurchased
securities to state that
           such securities will be returned promptly. See Rule 14e-1(c).

  Forward-Looking Statements, page i

  2.       We note your reference to Section 27A of the Securities Act of 1933
and Section 21E of
           the Securities Exchange Act of 1934. Note that the safe harbor
protections for forward-
           looking statements contained in those federal securities laws do not
apply to statements
           made in connection with a tender offer. See Section 21E(b)(2)(C) of
the Securities
           Exchange Act of 1934 and Regulation M-A telephone interpretation M.2
available at
           www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance's
           Manual of Publicly Available Telephone Interpretations. Please
delete the reference or
 Sarah K. Morgan, Esq.
Vinson & Elkins L.L.P.
May 20, 2020
Page 2

       clarify that it is not applicable to the tender offer.

Conditions of the Tender Offer, page 11

3.     Refer to the disclosure in the first paragraph and in the penultimate
paragraph in this
       section. We believe a tender offer may be conditioned on a variety of
events and
       circumstances, provided they are not within the direct or indirect
control of the bidder,
       and are drafted with sufficient specificity to allow for objective
verification. In the
       paragraphs we cite, you reserve the right to terminate the offer even
where a listed offer
       condition is triggered "...regardless of the circumstances giving
rise..." therefor. This
       may be interpreted as including conditions triggered by your own action
or inaction.
       Please revise this language to comply with our position.

4.     Please refer to condition 3(iv) and to our position described above. The
condition is not
       drafted in a way that allows for an objective determination and appears
to renders the
       offer as illusory. Please revise.

5.     Refer to condition 6. Please revise it to disclose whether you are aware
of any such
       approval, permit, etc.

6.     We note that the condition in the eighth bullet point on page v is not
included in this
       section. We believe that the condition as drafted may render the offer
illusory because it
       does not include any limitation as to materiality and may not allow for
objective
       verification. If such condition is a condition to the tender offer,
please revise it.

7.     We note the disclosure in the last paragraph of this section relating to
your failure to
       exercise any of the rights described in this section. This language
suggests that if a
       condition is triggered and a bidder fails to assert the condition, it
will not lose the right to
       assert the condition at a later time. Please note that when a condition
is triggered and a
       bidder decides to proceed with the offer anyway, we believe that this
decision is
       tantamount to a waiver of the triggered condition(s). Depending on the
materiality of the
       waived condition and the number of days remaining in the offer, the
bidder may be
       required to extend the offer and recirculate new disclosure to security
holders. In
       addition, when an offer condition is triggered by events that occur
during the offer period
       and before the expiration of the offer, the bidder should inform holders
how it intends to
       proceed promptly, rather than waiting until the end of the offer period,
unless the
       condition is one where satisfaction of the condition may be determined
only upon
       expiration. Please confirm your understanding on both points in your
response letter.

         We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3619.
 Sarah K. Morgan, Esq.
Vinson & Elkins L.L.P.
May 20, 2020
Page 3

                         Sincerely,

                         /s/Daniel F. Duchovny
                         Daniel F. Duchovny
                         Special Counsel
                         Office of Mergers & Acquisitions