May 7, 1996
VIA EDGAR
Securities & Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Forcenergy Gas Exploration, Inc.
File No. 333-4600;
Amendment to Registration Statement on Form S-1 to
include language on the cover of registration statement
providing for delaying amendments
Ladies & Gentlemen:
On behalf of Forecenergy Gas Exploration, Inc. (the
"Company") I hereby transmit via EDGAR for filing with the
Securities & Exchange Commission an amendment to the Company's
Registration Statement on Form S-1 (the "Registration Statement")
(File No. 333-4600) that was originally filed on May 3, 1996.
The Registration Statement is hereby amended to provide the
following language on the cover of the Registration Statement:
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO
DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
Pursuant to the requirements of the Securities Exchange Act
of 1933, the registrant has duly caused this Amendment to be
signed on its behalf by the undersigned thereunto duly
authorized.
Forcenergy Gas Exploration, Inc.
May 7, 1996
By: Stig Wennerstrom
Title: President
cc: Gerry S. Walters, Securities & Exchange Commission
John Wombwell, Andrews & Kurth L.L.P.
