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March 9, 2005
via U.S. mail
Stephen C. Taylor
President and Principal Executive Officer
Natural Gas Services Group, Inc.
2911 South County Road 1260
Midland, Texas
79706
RE: Natural Gas Services Group, Inc.
Form S-3 filed February 10, 2005
File No. 333-122687
Dear Mr. Taylor:
We have limited our review of the above filing to Items
507
and 508 of Regulation S-K. We have the following comments. If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-3
General
1. We direct your attention to Rule 3-12 of Regulation S-X
regarding
the age of financial statements at the effective date of a
registration statement and Rule 3-01 of Regulation S-X. While in
registration, please monitor your need to update the audited
financial statements incorporated by reference to your
registration
statement. In this regard, please confirm whether or not you meet
the requirements set forth in Rule 3-01(c) of Regulation S-X
pertaining to your ability to include the financial statements
specified in Rule 3-01(b) of Regulation S-X.
Selling Shareholders, page 14
2. Please identify in the Selling Shareholder table the natural
persons who exercise voting and/or investment power over each
listed
entity. Refer to Interpretation 4S of the Regulation S-K portion
of
the March 1999 supplement to the 1997 CF Manual of Publicly
Available
Telephone Interpretations.
Plan of Distribution, page 15
3. Please identify any selling shareholders who are registered
broker-dealers or affiliates of registered broker-dealers. If you
determine that any selling shareholder is a registered broker-
dealer,
please revise your disclosure to indicate that such selling
shareholder is an underwriter, unless such selling shareholder
received its notes or shares as compensation for investment
banking
services. With respect to any affiliate of a registered broker-
dealer, please disclose, if true, that such selling shareholder
acquired its shares in the ordinary course of business and at the
time of the acquisition did not have any arrangements or
understandings with any person to distribute the securities. If
not,
you must indicate that such selling shareholder is an underwriter.
Exhibit 5- Legality Opinion
4. Delete the second paragraph. It does not appear appropriate to
the Staff to reference qualifications, exceptions, etc. which are
not
specifically identified in the opinion.
Closing Comments
Please amend the above filing in response to these comments.
You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that :
* should 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 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
Please direct all questions relating to the above to Mellissa
Campbell Duru, at (202) 942-1930, or in her absence, to the
undersigned at (202) 942-1870. Direct all correspondence to the
following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
via facsimile
David A. Thayer, Esq.
Jackson Kelly PLLC
(303) 390-0003
cc: H.R. Schwall
M. Duru
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Natural Gas Services Group, Inc..
March 9, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE