PRIVILEGED AND CONFIDENTIAL
BY EDGAR TRANSMISSION
Re: Approach Resources Inc. Registration Statement on Form S-1
Ladies and Gentlemen:
As counsel for, and on behalf of, Approach Resources Inc. (the
“Registrant”), we submit to you
for filing under the Securities Act of 1933, as amended,
the Registrant’s Registration Statement on
Form S-1 (the
“Registration Statement”). Pursuant to Rule 457 of Regulation C, the filing fee due
in connection with this offering is $4,061, which has been previously transmitted by wire transfer.
This fee has been calculated based on the proposed maximum aggregate offering price.
In connection with the Securities and Exchange Commission’s consideration of the Registration
Statement, please note that
the Registrant has previously submitted a letter, dated
April 23, 2007,
from Steven P. Smart, Executive Vice President and Chief Financial Officer, to the Chief Accountant
of the Division of Corporation Finance, wherein
the Registrant made proposals relating to the
financial statements that would be provided in connection with
the Registrant’s acquisition of
certain oil and gas producing properties from Neo Canyon Exploration, L.P. In such letter, the
Registrant concluded two years of audited financial statements would be required for the acquired
business. In lieu of providing full carve-out financial statements for the acquired business, the
Registrant proposed providing audited statements of revenues and direct operating expenses for the
periods required in full satisfaction of Section 3-05 of Regulation S-X. By reply letter dated
April 25, 2007 from Ms. Leslie A. Overton, Associate Chief Accountant of the Division of
Corporation Finance, to
the Registrant, Ms. Overton stated that the Staff of the Securities and
Exchange Commission would not object to the conclusions of
the Registrant.
If any questions should arise in the course of your review of the Registration Statement,
please call Joe Dannenmaier of this firm at (
214) 969-1393 or the undersigned at (
214) 969-1324.
Sincerely,
Enclosures
