SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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                     [LETTERHEAD OF EILENBERG + KRAUSE LLP]

                                                     December 5, 2005

Ms. Yong Kim
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:  ABLE ENERGY, INC.
     FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, 2005
     FILED SEPTEMBER 28, 2005
     FORM 10-Q/A FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
     FILED OCTOBER 21, 2005
     FILE NO. 1-15035

Dear Ms. Kim:

     This letter is submitted on behalf of Able Energy, Inc. ("Able"), in
response to the comment letter of the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission dated December 1, 2005 (the
"Staff Letter") regarding Able's Annual Report on Form 10-K for the fiscal year
ended June 30, 2005 and Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 2005 (File No. 1-15035). With this letter, as per our discussions
with you, we are including copies of our proposed changes to be made in Able's
pending 10-Q/A and registration statement on Form S-1 in response to the Staff's
comments in the Staff Letter as well as in the letter from the Staff of November
7, 2005. The attached pages have been marked to show the proposed changes from
the previous filings.

     Our numbered responses below correlate to the numbers in the Staff Letter,
and we have provided the text of the comments included in the Staff Letter for
convenience purposes.

     We respond to the Staff's comments as follows:

FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, PAGE 14

RESULTS OF OPERATIONS, PAGE 16

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FISCAL 2005 COMPARED TO FISCAL 2004, PAGE 17

     1.   WE NOTE YOUR RESPONSE TO PRIOR COMMENT 2 AND ADVISE YOU THAT BY
          EXCLUDING THE GAIN ON SALE OF THE OPERATING ASSETS OF ABLE PROPANE IN
          YOUR DISCUSSION OF THE NET LOSS FOR 2005 COMPARED TO THE 2004, YOU
          HAVE PRESENTED A NON-GAAP MEASURE SUBJECT TO THE DISCLOSURE AND
          RECONCILIATION REQUIREMENTS OF ITEM 10(E) OF REGULATION S-K. PLEASE
          REVISE YOUR DISCLOSURE TO INDICATE THE REASONS WHY YOU BELIEVE
          PRESENTATION OF THIS NON-GAAP MEASURE PROVIDES USEFUL INFORMATION TO
          INVESTORS AND DISCLOSE HOW MANAGEMENT USES THIS NON-GAAP MEASURE.

We have removed the reference to the non-GAAP measure.

FINANCIAL STATEMENTS, PAGE 23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE F-1

     2.   WE NOTE YOUR RESPONSE TO PRIOR COMMENT 4. PLEASE CONFIRM TO US THAT
          SCHEDULE II WAS AUDITED. IF NOT, YOU SHOULD AMEND YOUR FORM 10-K TO
          CORRECT THE OPINION DATE AND INCORPORATE YOUR AUDITOR'S REVIEW OF
          SCHEDULE II INTO THE OPINION.

We confirm that Schedule II was audited.

AMENDMENT NO. 2 TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

FINANCIAL STATEMENTS

     3.   PLEASE AMEND YOUR FILING TO PRESENT YOUR DISCOUNT ON DEBT AS A
          REDUCTION OF THE FACE AMOUNT OF YOUR CONVERTIBLE DEBENTURES, RATHER
          THAN A DEFERRED CHARGE. PLEASE ALSO DISCLOSE THE EFFECTIVE PERIODIC
          INTEREST RATE ON THE CONVERTIBLE DEBT. REFER TO PARAGRAPH 16 OF APB
          21.

We have made the requested change and provided the requested disclosure.

ITEM 4.  CONTROLS AND PROCEDURES, PAGE 17

     4.   SINCE YOU HAVE RESTATED YOUR FINANCIAL STATEMENTS FOR THE PERIOD ENDED
          SEPTEMBER 30, 2005, WE WOULD EXPECT YOU TO RE-EVALUATE YOUR ORIGINAL
          CONCLUSIONS REGARDING THE EFFECTIVENESS OF YOUR DISCLOSURE CONTROLS
          AND PROCEDURES AS OF THE END OF THE PERIOD COVERED BY THE ORIGINAL
          REPORT. AT A MINIMUM, WE WOULD EXPECT THE DISCLOSURE EXPLAINING WHY
          THE PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS CONTINUE TO
          BELIEVE THAT THE

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          DISCLOSURE CONTROLS AND PROCEDURES WERE EFFECTIVE, AFTER CONSIDERING
          THE FACT THAT THE FINANCIAL STATEMENTS WERE REQUIRED TO BE RESTATED.
          PLEASE REVISE YOUR DISCLOSURES ACCORDINGLY.

We have revised the disclosure as requested.

     If you have any questions, please feel free to call the undersigned at
(212) 986-9700 (extension 11), or Ted Chastain (extension 50) or Adam Eilenberg
(extension 23) of this office.

                                                     Sincerely,

                                                     Wesley Paul

     cc:  William Choi
          Gregory D. Frost, Esq.
          Steven M. Vella

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                      PROPOSED CHANGES TO ABLE ENERGY, INC.

                       REGISTRATION STATEMENT ON FORM S-1

<PAGE>

CASH
For the purpose of the statement of cash flows, cash is defined as balances held
in corporate checking accounts and money market accounts.

ADVERTISING EXPENSE
Advertising costs are expensed at the time the advertisement appears in various
publications and other media. The expense was$338,995, $651,302 and $416,712 for
the years ended June 30, 2005, 2004 and 2003, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amounts of certain of the Company's financial instruments, including
cash and cash equivalents, accrued compensation, and other accrued liabilities,
approximate fair value because of their short maturities.

REVENUE RECOGNITION
Sales of fuel and heating equipment are recognized at the time of delivery to
the customer, and sales of equipment are recognized at the time of installation.
Revenue from repairs and maintenance service is recognized upon completion of
the service. Payments received from customers for heating equipment service
contracts are deferred and amortized into income over the term of the respective
service contracts, on a straight-line basis, which generally do not exceed one
year.

COMPUTATION OF NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted net income per share is
computed using the weighted-average number of common and dilutive potential
common shares outstanding during the period. Diluted net loss per share is
computed using the weighted-average number of common shares and excludes
dilutive potential common shares outstanding, as their effect is antidilutive.
Dilutive potential common shares primarily consist of employee stock options.
These options and warrants could be dilutive in the future. The numerator for
the calculation of both basic and diluted earnings per share is the earnings or
loss available for common stockholders.

COST OF GOODS SOLD
Cost of goods sold include the cost of all products sold, all service related
costs, drivers salaries, service and fuel delivery subcontractors, trucking and
service van expenses, related payroll taxes, employee benefits and insurance
costs and repairs and maintenance on trucks and vans.

SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses include management, sales and
office salaries, advertising, telephone and fax, rent, credit card processing
fees, computer related expenses, bad debt expense, insurance, payroll taxes,
employee benefits, legal, consulting and other professional fees, audit fees,
utilities, office repairs and maintenance and office expenses.

STOCK BASED COMPENSATION
The Company accounts for its stock options issued to employees and outside
directors pursuant to Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees" and has adopted the disclosure
requirements of SFAS No. 123, "Accounting for Stock-Based Compensation", and
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an Amendment of FASB Statement No. 123".

The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
to stock-based employee compensation.

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DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF LONG-LIVED ASSETS
We calculate our depreciation and amortization based on estimated useful lives
and salvage values of our assets. When assets are put into service, we make
estimates with respect to useful lives that we believe are reasonable. However,
subsequent events could cause us to change our estimates, thus impacting the
future calculation of depreciation and amortization.

Additionally, we assess our long-lived assets for possible impairment whenever
events or changes in circumstances indicate that the carrying value of the
assets may not be recoverable. Such indicators include changes in our business
plans, a change in the extent or manner in which a long-lived asset is being
used or in its physical condition, or a current expectation that, more likely
than not, a long-lived asset will be sold or otherwise disposed of significantly
before the end of its previously estimated useful life. If the carrying value of
an asset exceeds the future undiscounted cash flows expected from the asset, an
impairment charge would be recorded for the excess of the carrying value of the
asset over its fair value. Determination as to whether and how much an asset is
impaired would necessarily involve numerous management estimates. Any impairment
reviews and calculations would be based on assumptions that are consistent with
our business plans and long-term investment decisions.

ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE
We routinely review our receivable balances to identify past due amounts and
analyze the reasons such amounts have not been collected. In many instances,
such uncollected amounts involve billing delays and discrepancies or disputes as
to the appropriate price or volumes of oil delivered, received or exchanged. We
also attempt to monitor changes in the creditworthiness of our customers as a
result of developments related to each customer, the industry as a whole and the
general economy. Based on these analyses, we have established an allowance for
doubtful accounts receivable and consider the reserve adequate, however, there
is no assurance that actual amounts will not vary significantly from estimated
amounts.

REVENUE AND EXPENSE ACCRUALS
We routinely make accruals for both revenues and expenses due to the timing of
compiling billing information, receiving third party information and reconciling
our records with those of third parties. We reflect estimates for these items
based on our internal records and information from third parties. We believe our
estimates for these items are reasonable, but there is no assurance that actual
amounts will not vary significantly from estimated amounts.

INCOME TAXES
As part of the process of preparing consolidated financial statements, the
Company is required to estimate income taxes in each of the jurisdictions in
which it operates. Significant judgment is required in determining the income
tax expense provision. The Company recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. The Company
assesses the likelihood of our deferred tax assets being recovered from future
taxable income. The Company then provides a valuation allowance for deferred tax
assets for which the Company does not consider realization of such assets to be
more likely than not. The Company considers future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the valuation
allowance. Any decrease in the valuation allowance could have a material impact
on net income in the period in which such determination is made.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 in the accompanying consolidated financial statements.

RESULTS OF OPERATIONS

The following expense items negatively affected net income for the year ending
June 30, 2005:

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<TABLE>
<CAPTION>
<S>                                                                           <C>
     o    One time non-recurring expenses for deferred loss due to the 2003
          Newton Accident                                                          $    318,000
     o    Accelerated amortization and prepayment penalty for early payoff
          of UPS loan                                                              $    206,000
     o    Stock based compensation                                                 $    117,000
     o    Director's fees from prior years                                         $    183,000
     o    Professional fees for legal & related expenses due to the 2003 Newton
          Accident & supplemental Government filings.                              $    311,000
                                                                                   -------------

     TOTAL                                                                         $  1,135,000
</TABLE>

These costs related to instances that the Company believes will not have any
significant future impact on operations. Included in this schedule are costs
related to the accident at our Newton Facility totaling approximately $619,000,
the write-off of costs related to refinancing old debt of approximately
$206,000, payment of approximately $183,000 in directors fees established in the
current period relating to prior services and a non-cash charge of approximately
$117,000 related to the issuance of in the money stock options.

<PAGE>

FISCAL 2005 COMPARED TO FISCAL 2004

Revenue for fiscal 2005 increased approximately $19.1 million or 44.5% over
fiscal 2004. This increase can be attributed primarily the pass-through of fuel
oil costs customers offset by somewhat lower gallons sales during the period as
a result of a slight decline in heating degree days from last season and the
initial impact of marketing changes in the way the company sells to its discount
customers. The Company did not have the use of its facility in Newton, New
Jersey, due to the March 2003 accident.

Gross profit margins for fiscal 2005 decreased to 9.7% from 13.1% for fiscal
2004. The decrease in margin was the result of the dramatically rising product
costs during the period. Retail pricing was adjusted as necessary to cover most
of the increases while continuing to maintain the Company's competitive position
in the marketplace. Gross profit margin was also affected by a strong increase
in sales of our PriceEnergy subsidiary in Able's present market area.

Selling, general and administrative expenses for fiscal 2005 decreased by
approximately $487,000 or 7.6% compared to fiscal 2004. The Company attributes
this decrease primarily to a reduction in advertising and marketing of
approximately $315,000 related to more effective advertising campaigns and a
reduction in bad debt expense of approximately $151,000 related to increased
collection efforts during the period.

Depreciation and amortization expense remained relatively flat for fiscal 2005
as compared to fiscal 2004.

Other income (expenses) increased to a net expense of $964,000 in fiscal 2005
from $689,000 in fiscal 2004. The increase is primarily related to a write-off
of costs related to insurance claims of approximately $318,000 and directors
fees of $183,000. These costs were offset by an increase in interest income of
approximately $65,000 and reduction in interest expense of approximately
$127,000 related to debt pay-offs and refinancing.

Operating loss for fiscal 2005 was $1.1 million compared to $1.9 million for
fiscal 2004. The net improvement in our operating loss for the year was directly
related to the volatile market pricing and a decrease in selling, general and
administrative expenses.

Our effective tax rate for fiscal 2005 is negligible. The difference in the
Company's effective tax rate from the federal stat