PACIFIC COAST OIL TRUST
919 Congress Avenue, Suite 500
Austin, Texas 78701
April 30, 2012
Via EDGAR and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549-7010
Attn: | H. Roger Schwall, Assistant Director |
Division of Corporation Finance |
Re: | Pacific Coast Energy Company LP |
Pacific Coast Oil Trust |
Registration Statement on Form S-1 (as amended) |
File Nos. 333-178928 and 333-178928-01 |
Ladies and Gentlemen:
Pacific Coast Energy Company LP (“PCEC”) and Pacific Coast Oil Trust (the “Trust” and, together with PCEC, the “Registrants”) request acceleration of the effective date of the above-captioned Registration Statement to 4:00 p.m., Washington, D.C. time, on Wednesday May 2, 2012, or as soon as practicable thereafter.
The Registrants hereby acknowledge that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Registrants may not assert staff comments and the declaration of effectiveness 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, | ||
PACIFIC COAST ENERGY COMPANY LP | ||
By: | PCEC (GP) LLC, its general partner | |
By: | /S/ Randall H. Breitenbach | |
Randall H. Breitenbach | ||
Chief Executive Officer | ||
PACIFIC COAST OIL TRUST | ||
By: | The Bank of New York Mellon Trust Company, N.A., as Trustee | |
By: | /S/ Michael J. Ulrich | |
Michael J. Ulrich | ||
Vice President |
cc: | Sean T. Wheeler, Latham & Watkins |
Gerald M. Spedale, Baker Botts L.L.P. |
Thomas Adkins, Bracewell & Giuliani LLP |