DUNE ENERGY, INC.
3050 Post Oak Blvd., Suite 695
Houston, Texas 77056
July 5, 2006
Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 7010
100 F. Street, N.E.
Washington, D.C. 20649
Attention: H. Roger Schwall, Assistant Director
RE: Dune Energy, Inc. (the "Company");
Form SB-2 of the Company (the "SB-2"),
File No. 333-132978, originally filed April 4, 2006, Amendment No. 1
to Form SB-2 filed May 19, 2006 , Amendment No. 2 to Form SB-2
filed June 1, 2006 and Amendment No. 3 to Form SB-2 filed June 22, 2006
Dear Sirs:
Dune Energy, Inc., a Delaware corporation, respectfully requests that the
Commission issue its order declaring the above-referenced Registration Statement
on Form SB-2 to be effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, at 9:30 AM (eastern standard time) on Thursday, July 6,
2006.
The Company acknowledges and confirms to the Commission that:
o should the Commission or the Staff, acting pursuant to delegated
authority, declare the SB-2 effective, it does not foreclose the Commission from
taking any action with respect to the SB-2;
o the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the SB-2 effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosures in the
SB-2; and
o the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Very truly yours,
DUNE ENERGY, INC.
By: /s/ Hugh Idstein
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Hugh Idstein, Chief Financial Officer
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