SecProbe.io

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Mail Stop 3561

      November 4, 2005

Gregory D. Frost
Chief Executive Officer
Able Energy, Inc.
198 Green Pond Road
Rockaway, New Jersey 07866

	Re: 	Able Energy, Inc.
Amendment No. 1 to Registration Statement on Form S-1
      Filed October 17, 2005
		File No. 333-127573

		Preliminary Proxy Statement on Schedule 14A
		Filed October 4, 2005
		File No. 001-15035

Dear Mr. Frost:

      We have limited our review of your filing to the issues
addressed in our comments.  Where indicated, we think you should
revise your document in response to these 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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-1
1. Please refer to comment 2 in our letter dated September 9,
2005.
Please provide the requested disclosure in the forepart of the
document.  Please present that information in a tabular format.
You
should include that information along with

the recent developments disclosure in a summary section that
immediately follows the table of contents and precedes the risk
factors section.

Description of Securities, page 18

Convertible Debentures and Warrants, page 18
2. We note your response to comment 3 in our letter dated
September
9, 2005.  It does not appear that the July 12, 2005 private
placement
has been completed.  The provisions in section 4.17 of the
Securities
Purchase Agreement filed as exhibit 10.31 allow investors to
purchase
additional securities with the same terms as those issued in the
July
12, 2005 private placement.  Further, investors can elect to
purchase
additional shares at their own discretion instead of being
irrevocably committed to purchase these securities.  Please
provide
us with further analysis regarding whether the July 12, 2005
private
placement has been completed.  Also, analyze whether the
continuing
offering of the additional investment rights should be integrated
with the July 12, 2005 offering.  In that analysis, please include
a
discussion of the five factor test set forth in Securities Act
Release No. 4552 (Nov. 6, 1962).

Certain Relationships and Related Transactions, page 66

Acquisition of All American Plazas, Inc., page 66
3. Please disclose the number of shares of restricted common stock
you will deliver to the sellers of All American based on their
ownership interest in you as of the closing date.

Recent All American Financing, page 67
4. It appears that you should include in this section the loan in
the
amount of $1,730,000 that you made to All American on July 27,
2005.

Other Transactions, page 68
5. Please disclose the value of the options you gave Timothy
Harrington as of the award date.  Please advise us whether Mr.
Harrington sold the securities subject to the options or include
those options in the beneficial ownership table.
6. Please disclose the amount of interest payable related to the
$167,500 repayment by Unison Capital Corporation to you.

Preliminary Proxy Statement

Cover Page
7. Please disclose the number of shares you seek approval to issue
in
connection with the issuance of convertible debentures.  It
appears
that you also intend to seek approval of shares to be issued as a
result of the exercise of warrants.  Please revise the disclosure
throughout the document to discuss the shares of common stock
underlying the warrants.  Please provide the disclosure required
by
Item 11(c) of Schedule 14A regarding the use of proceeds from the
$2.5 million financing transaction you entered into in July 2005.
8. On March 3, 2005, you issued a press release discussing your
potential acquisition of All American in which you indicated that
that you had not "entered into any acquisition or other agreement
formalizing the potential acquisition."  In that press release,
you
indicated that you would acquire All American for approximately
$30
million based on a trading range from February 8 through February
28,
2005.  However, you did not enter into the acquisition agreement
until June 2005 and the exchange ratio you included in the
acquisition agreement remains fixed based on the February 2005
range.
You should include disclosure throughout the proxy statement
regarding the current value of the 11,666,667 shares of common
stock
All American holders will receive and indicate that the value of
this
common stock remains subject to change.  Provide similar
disclosure
regarding the additional $10 million of consideration (based on a
$3
stock price) All American holders may receive if certain financing
is
approved.

Please discuss whether you intend to modify the exchange ratio
based
on changes to the value of your common stock, and whether you will
obtain an updated fairness opinion as a result of changes in your
stock price.  If not, please disclose why not.  Please consider
including a risk factor regarding these matters.

Questions and Answers about the Matters Subject to Vote, page 2

Why Are We Proposing the Acquisition and Seeking Approval for the
Financing?, page 2
9. Please balance the disclosure concerning the reasons for the
transaction with a discussion of potential risks and adverse
effects
associated with the transaction.  Include in your discussion
problems
you foresee in integrating the two companies` operations.

What Vote is Required in Order to Approve the Acquisition
Proposal?,
page 2
10. In response to this question, you have stated that you will
need
the affirmative vote of a majority of the votes cast to approve
the
All American acquisition.  However, elsewhere you have indicated
that
approval requires the affirmative vote of 66-2/3% of the
outstanding
voting stock or two-thirds of the eligible votes cast.  You also
included conflicting disclosure regarding the effect of
abstentions.
Please revise.

Summary, page 5

Termination, Amendment and Waiver, page 9
11. We note that certain conditions may be waived.  Please
disclose
your intentions with respect to amending the proxy statement and
resoliciting proxies in the event a material condition is waived.

Selected Historical Financial Information, page 11

All American Historical Financial Information, page 11
12. Please remove all the financial information included in this
section for All American Plazas, Inc.  Please refer to Item 301 of
Regulation S-K for guidance on the information to be provided.
While
additional, insightful financial information may be provided to
assist an investor, your statement of operations which shows each
individual expense line item "for the month of July 2005" and
"Year
to Date" (which you did not define) is uninformative.  Please
present
selected financial data for both All American Plazas, Inc. and
Able
Energy, Inc.

Selected Unaudited Pro Forma Combined Financial Information, page
18
13. Please present the information required by Item 301 of
Regulation
S-K showing the pro forma effect of your acquisition of All
American
Plazas, Inc.  This information should be presented for the most
recent fiscal year and interim period.
14. In a tabular format, please provide historical and pro forma
per
share data of Able Energy, Inc. and historical and equivalent pro
forma per share data of All American Plazas, Inc. for the
following
items:

* Book value per share as of the date financial data is presented
pursuant to Item 301 of Regulation S-K;
* Cash dividends declared per share for the periods for which
financial data is presented pursuant to Item 301 of Regulation S-
K;
and
* Income (loss) per share from continuing operations for the
periods
for which financial data is presented pursuant to Item 301 of
Regulation S-K.

This information should be presented for the most recent fiscal
year
and interim period.

15. Please provide pro forma financial information as required and
prescribed by Article 11 of Regulation S-X.  Your presentation,
which
adds together your income statement with that of All American
Plaza,
Inc.`s, is incorrect and insufficient in this regard.
Additionally,
please remove your pro forma income statement for the 12 months
ended
June 30, 2006 or tell us why you have presented this information.
If
you have provided this information pursuant to Rule 11-03 of
Regulation S-X, you must provide the forecasted information and
the
applicable disclosures in accordance with this Rule.

Risk Factors, page 20
16. You have drafted the risk factors from the standpoint of the
combined company.  The disclosure throughout this section,
however,
does not consistently provide disclosure for the combined company.
For example, you have provided sales of home heating oil as a
percentage of revenues, yet this amount appears to be presented
for
Able Energy and not the combined company.  Also, please clarify
which
part of your business will expand its franchise operations.
Please
revise to present this information on a combined basis or
separately
provide this disclosure.

Concentration of Wholesale Suppliers for Home Heating Oil, page 22
17. Please identify the three suppliers that provided Able Oil
with
approximately 60% of its heating oil requirements for the year
ended
June 30, 2005.

The Acquisition Proposal, page 28
Background of the Acquisition, page 28
18. Please provide details regarding all meetings related to the
negotiation of the asset purchase agreement.  In this discussion,
you
should include the date of each meeting, the parties in
attendance,
how the consideration changed, if at all, alternative transactions
considered and the negotiation of other material provisions of the
asset purchase agreement.  Please clarify your statement
indicating
that the terms of the asset purchase agreement were the result of
arm`s length negotiations since All American is an affiliate.  You
should disclose when All American was introduced to you.  Discuss
fully your reasons to proceed with the transaction based on the
exchange ratio consideration that was determined in February 2005
when the asset purchase agreement was not finalized until June
2005.

Our Reasons for the Acquisition and Financing . . ., page 31
19. Please disclose with equal prominence the positive and
negative
reasons that the board of directors considered in determining to
proceed with the proposed acquisition.

Fairness Opinion, page 32
20. Please include all of the information required by Item
14(b)(6)
of Schedule 14A and Item 1015(b) of Regulation M-A.  You should
summarize the results of the comparable company, comparable
transaction, contribution, liquidation and trading history
analyses.
See Item 1015(b)(6) of Regulation M-A.
21. Please file the original and final opinions of Ehrenkrantz
King
Nussbaum as appendices to the proxy statement.
22. We note that Ehrenkrantz King Nussbaum received financial
forecasts that it considered in the preparation of its opinion.
Summarize in the proxy statement all material non-public
information
exchanged with or provided to the financial advisor.  Also provide
us
with copies of these materials, including all projections.  We may
have additional comments.
23. Please provide us with a copy of the board books and any other
materials distributed by Ehrenkrantz King Nussbaum to assist the
board of directors in evaluating the transaction.

Information about All American, page 40
24. Please provide support for your statements of leadership
throughout this section.  For example, we note All American`s
statement that it sold 5% of the diesel fuel in Pennsylvania
during
2003 on page 41 and statements regarding Petro`s leadership on
page
45.  Also, please provide us with the sources of the statistical
information upon which you rely.  We note you specifically
reference
the 2003 U.S. Department of Transportation study, the FHA
statistics,
the IERF, Inc., First Research and INFORUM forecasts.  Please
provide
us with the growth performance chart you refer to on page 40.
Please
mark your support or provide page references in your response to
the
sections you rely upon for each specific statement.  To the extent
you are unable to provide support, please delete the qualitative
and
comparative statement.  Revise throughout your proxy statement as
necessary.
25. Please discuss the material terms of the franchise agreements
All
American entered into with Petro.

All American Realty & Construction, Inc., page 45
26. All American has indicated that it expects to enter into long
term leases with large, national retail chains, such as Wal-Mart,
Home Depot and Lowe`s.  Please advise us whether All American has
had
any contact with these companies.  If not, it should not identify
these retailers in the proxy statement.

Indebtedness, page 47
27. The disclosure indicates that AAI intends to transfer the
Carney
Properties & Energy Corp. and Belmont Truck Plaza to All American.
Please clarify in the discussion of the asset purchase agreement
which properties will be transferred to All American.  Also,
include
disclosure regarding the transactions currently described in this
section in the related party section of the proxy statement.  In
the
final paragraph on page 45, please identify the entity you
describe
as "Newco."

Facilities, page 48
28. Please provide us with the appraisals discussed in this
section,
and provide the disclosure required by Item 14(b)(6) of  Schedule
14A.

Environmental Matters, page 50
29. To the extent it is reasonably possible that you will incur
losses related to your environmental matters, please provide the
applicable disclosures in accordance with SFAS 5, including the
amount or range of reasonably possible losses for each
environmental
matter discussed.  Alternatively, if no losses are believed to be
reasonably possible, please state this in your disclosure for each
environmental matter discussed.  See also the guidance provided in
SAB Topic 5:Y and SOP 96-1.

Harrisburg Gables, page 51
30. Please provide the status of the DEP review and comment
process.

Related Party Transactions, page 52
31. Please discuss the specific circumstances that led to a
payment
to Unison Capital Corporation in May 2005 of $167,500 and the
subsequent discussions held that led to the conclusion that this
payment was inappropriate.
Management`s Discussion and Analysis ..., page 52
32. Please revise your overview section to provide a balanced,
executive level discussion of the most important matters on which
the
company`s management focuses in evaluating financial condition and
operating performance.  Consider including disclosure of key
operating indicators on which management focuses in assessing the
business.  See Item 303 of Regulation S-K and SEC Release No. 33-
8350.
33. Expand this section to discuss known material trends and
uncertainties that will have or are reasonably likely to have a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  In doing
so,
provide additional information about the quality and variability
of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  In addition, discuss in reasonable detail:
* economic or industry-wide factors relevant to your company, and
* material opportunities, challenges and risks in short and long
term
and the actions you are taking to address them.
For example, All Amer