CORRESP 1 filename1.htm Acceleration Request

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July 21, 2014

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 

Re: Spark Energy, Inc.
  Registration Statement on Form S-1
  File No. 333-196375

Dear Ms. Ransom:

On behalf of Spark Energy, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 1:00 p.m. (Eastern Time) on July 23, 2014 or as soon thereafter as practicable. The Company 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

    the Company 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.

This request has been transmitted via EDGAR. If you need additional information, please contact Sarah Morgan of Vinson & Elkins L.L.P. at (713) 758-2977.

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Very truly yours,
Spark Energy, Inc.
By:   /s/ Gil Melman
Name:   Gil Melman
Title:   Vice President, General Counsel and Corporate Secretary