National Energy Group, Inc.
4925 Greenville Avenue
Suite 1400
Dallas, Texas 75206
December 5, 1997
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Place
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Energy Group, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
In accordance with Rule 477 under the Securities Act of 1933, as
amended, National Energy Group, Inc. (the "Company") hereby requests that
the Company's Registration Statement on Form S-3 be withdrawn, as discussed
by telephone between Sean Klein of the Staff and Diane Muse of Akin, Gump,
Strauss, Hauer and Feld, L.L.P., counsel to the Company on December 4,
1997. The Registration Statement was filed with the Securities and
Exchange Commission on November 24, 1997 for the purpose of registering the
sale of 2,300,000 depositary shares representing interests in the Company's
Series F Convertible Preferred Stock. The Board of Directors of the
Company has elected not to proceed with the offering related to the above-
referenced Registration Statement after deliberations and discussions with
certain of its major shareholders and a determination that it would not be
in the Company's best interest to proceed.
The Company requests that the Commission grant at the Staff's earliest
convenience an order approving this application. Please feel free to
contact Diane Muse of Akin, Gump, Strauss, Hauer & Feld, L.L.P. at (214)
969-4694 or the undersigned at (214) 692-9211 should you have any questions
regarding this request.
Sincerely,
/s/Philip D. Devlin
Philip D. Devlin
Vice President and General Counsel
cc: Diane B. Muse
