PACIFIC COAST OIL TRUST
919 Congress Avenue, Suite 500
Austin, Texas 78701
September 10, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attn: | H. Roger Schwall, Assistant Director |
Division of Corporation Finance
Re: | Pacific Coast Oil Trust |
Amendment No. 1 to Registration Statement on Form S-3
Filed September 4, 2013
File No. 333-189394
Dear Mr. Schwall:
On behalf of Pacific Coast Oil Trust (the “Registrant”), the undersigned hereby requests that the effective date of Registration Statement on Form S-3 filed on June 17, 2013, as amended by Amendment No. 1 to Registration Statement on Form S-3 filed on September 4, 2013 (File No. 333-189394) be accelerated to 4:00 p.m., Washington, D.C. time, on September 12, 2013, or as soon as practicable thereafter.
The Registrant hereby acknowledges 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Registrant 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 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 LLP |
Thomas Adkins, Bracewell & Giuliani LLP