DUNE ENERGY, INC.
3050 Post Oak Blvd., Suite 695
Houston, Texas 77056
May 19, 2006
Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 7010
100 F. Street, N.E.
Washington, D.C. 20649
RE: Dune Energy, Inc. (the "Company");
Commission's Comment Letter (the "Comment Letter"),
Dated May 2, 2006, re Form SB-2 of the Company (the "SB-2")
File No. 333-132978, filed April 4, 2006
Dear Mr. Schwall:
This is in response to the referenced Comment Letter from the Commission's
Division of Corporation Finance. We are filing herewith an amended Registration
Statement on Form SB-2/A (the "Amended SB-2") which we believe addresses all of
the Staff's comments in the Comment Letter. For ease of reference, each of the
comments of the staff is set forth below, together with the related response.
Selling Securityholders, page 13
1. Please identify in the selling securityholder table the natural persons
who exercise voting and/or investment power over each of the entities
listed. Refer to Interpretation 4S of the Regulation S-K portion of the
March 1999 supplement to the 1997 CF Manual of Publicly Available
Telephone Interpretations.
In the selling securityholder table, immediately following the name of
each selling securityholder that is an entity, we have identified the
natural person(s) who exercise voting and/or investment power over each of
the entities listed.
2. Please disclose if any of the selling securityholders is a registered
broker-dealer or affiliate of a registered broker-dealer. If you determine
that a selling securityholder is a registered broker-dealer, please revise
your disclosure to indicate that such selling securityholder is an
underwriter, unless such selling securityholder received its securities as
compensation for investment banking services. If the selling stockholder
is an affiliate of a registered broker-dealer, please disclose, if true,
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that such selling stockholder acquired its shares in the ordinary course
of business and at the time of the acquisition did not have any
arrangements or understandings with any person to distribute the
securities. If not, you must indicate that such selling stockholder is an
underwriter.
We have complied with the comment in the selling securityholders section
by adding appropriate footnotes.
Undertakings
3. Please include all applicable undertakings required by Item 512 of
Regulation S-B.
The undertakings are included in Part II of the Amended SB-2 and were also
included in the original SB-2.
Very truly yours,
DUNE ENERGY, INC.
By: /s/ Alan Gaines
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Alan Gaines, Chairman and CEO
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