SecProbe.io

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Mail Stop 3561
								January 19, 2006

Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York  10019

Re:	Tremisis Energy Acquisition Corporation
	Preliminary Proxy Statement on Schedule 14A
      Filed December 8, 2005
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. On the first page of the proxy statement, state the approximate
date on which the proxy statement and form of proxy will be first
sent or given to security holders.  See Item 1(b) of Schedule 14A.

2. Please indicate, in the letter to the stockholders to attend a
special meeting, the price of the company`s common stock in the
paragraph discussing conversion rights.

3. We note that the solicitation can be made by the use of
telephone
or in person.  If the solicitation is to be made by specially
engaged
employees or paid solicitors, state the material features of any
contract or arrangement for such solicitation and identify the
parties and the cost or anticipated cost thereof.  See Item
4(a)(3)
of Schedule 14A.

4. One of the proposals relates to a long-term compensation plan.
Therefore, please furnish the information required by Item 402 of
Regulation S-K.  See Item 8 of Schedule 14A.  Please also provide
the
information required by Item 10 of Schedule 14A.

5. We bring to your attention Note D of Schedule 14A.  A
registrant
incorporating any documents shall include a statement on the last
page of the proxy statement as to which documents are incorporated
by
reference.  Please also include the undertaking and information
described in Note D2.

6. One of the actions to be taken is with respect to amendment to
Tremisis` certificate of incorporation.  Please state briefly the
general effect of such amendment.

7. A preliminary search reveals that there is a proceeding for Ram
Energy, Inc. regarding administrative sanctions under the Kansas
Securities Act alleging registration violations of the Kansas
Securities Act.   Please explain the nature of the matter.  We may
have further comments.  Please identify any other state or federal
regulatory or criminal proceedings involving RAM or Tremisis or
any
of their officers or directors during the last five years.

8. Please provide a summary term sheet with the information
required
by Item 1001 of Regulation M-A.

9. For each report or opinion prepared by the outside party,
please
disclose the information required by Item 1015(b) of Regulation M-
A.

10. We note that you have provided a section in the proxy
materials
addressing the material income tax consequences of the merger.
Given
the complex legal nature of the tax consequences, it is not
appropriate for the company to render an opinion concerning the
tax
consequences of the merger.  Revise to provide a tax opinion on
the
merger transaction.

Proxy Card

11. You state that votes submitted electronically over the
Internet
or by telephone must be received by 11:59 p.m. central time on a
certain date.  Please clarify how the votes received after the
deadline will be treated.

12. Please confirm that the information provided over the internet
or
by telephone will be consistent with the written proxy statement
and
proxy card.  Also confirm that the information will comply with
Rule
14a-4.

13. You have a heading of "Exercise Conversion Rights" and a blank
space next to it.  Please explain to the stockholders what the
blank
space means and whether they need to affirmatively indicate in the
proxy card in order to exercise conversion rights.  If they will
not
be able to exercise conversion rights because they did not
properly
execute such an intent in this proxy card, please place a proper
warning.

14. Proposal five to approve the Tremisis "2005" Long-Term
Incentive
Plan appears to be inaccurate.  Please correct.

15. Proposal six is not explained in the proxy statement.  Please
include an explanation of proposal six in the relevant sections of
the proxy statement.

16. Please update the information throughout the proxy statement
to
the end of December.

Questions and Answers About the Proposals, page 9

17. Please clearly explain the steps the stockholders would have
to
take to exercise their conversion rights.  We note on page 24 that
the demand must be made in writing at the same time that the
stockholder votes against the merger proposal.  Please explain
what
satisfies the "in writing" requirement.  Please also explain
whether
an investor can remedy an improperly executed demand for
conversion.

18. Please disclose the status of the warrants held by those
purchasers of IPO units who demand to convert their shares into
cash.

19. Please revise to address the conflicts of interest by the
officers and directors of Tremisis in connection with the merger.

20. Address the one-time extraordinary dividend or redemption to
be
received by RAM`s stockholders.

Summary of the Proxy Statement, page 17

21. The net proceeds from the IPO was approximately $34.1 million
and
$33.1 million was placed in a trust account.  You state that $1.02
million has been and will be used by Tremisis to pay the expenses
incurred in pursuit of a business combination.  Please explain how
much has been paid for the combination expenses.  The net proceeds
in
escrow is $33,143,000 and only $30 million will be given to RAM
after
the merger; please account for the difference.

The Parties, page 17

Tremisis, page 17

22. We note the statement that if Tremisis is unable to consummate
a
business combination by May 18, 2006 Tremisis` officers will
dissolve
and liquidate Tremisis within 60 days. You disclosed in the Form
S-1
that the instruction to the trustee would be given promptly after
the
expiration of the 24-month period.  Please revise to clarify your
statement.

23. Please amend your document to define PV-10 in detail.  Here
and
in the table on page 99, include the standardized measure for the
respective periods.

RAM, pages 18-19

24. Please provide the basis of the statement, "RAM believes that
it
has substantial additional acquisition, development and
exploitation
opportunities in its core areas of operations"; otherwise delete
the
statement.

25. Please explain the technical terms "2-D and 3-D seismic
information."

Management of Tremisis and RAM, page 20

Tremisis, page 20

26. Please explain the statement, "Mr. Lane is a designee of
Tremisis."  Describe any previous relationship between Mr. Lane
and
Tremisis.

27. Please clarify whether both RAM and Tremisis will survive
after
the merger.

Pre-Closing RAM Dividends/Redemption, page 21

28. Please indicate an approximate amount of the potential one-
time
extraordinary dividend or redemption of outstanding common stock.

29. Please provide the basis for RAM declaring a one-time
extraordinary dividend or redemption of a portion of its
outstanding
common stock, in an aggregate amount of up to the difference
between
$40 million and the amount of cash consideration to be received by
the RAM stockholders in the merger.  Are there any other factors
that
affect the amount of the pre-closing dividend/redemption?  Explain
how RAM determined the methodology for this dividend/redemption.

Lock-Up Agreement, page 22

30. Please explain the purpose of the lock-up agreement.

Quorum and Vote of Tremisis Stockholders, page 23

31. We note that broker non-votes "while considered present for
the
purposes of establishing a quorum, will have the effect of votes
against the merger proposal and the proposals to amend the
certificate of incorporation, but will have no effect on the
incentive compensation plan proposal."  Please discuss the
implication of this treatment on the shares` eligibility for
redemption/conversion.

Conversion Rights, page 24

32. You state "If the merger is not completed, these shares will
not
be converted into cash."  Please clarify this statement in light
of
the liquidation provision if Tremisis does not complete a merger
by
May 18, 2006.

Interests of Tremisis Directors and Officers in the Merger, page
24

33. Please revise to indicate the number of shares held by
Tremisis`
officers and directors that were acquired prior to the IPO.  Also
indicate the dollar value of those shares using the most recent
quotation on the OTCBB.

34. Please include disclosure with respect to the warrants held by
Tremisis` officers and directors, which would appear to expire
worthless if a business combination is not consummated within the
time allotted.  Specifically indicate the number of warrants held
by
the officers and directors along with the number of shares
underlying
those warrants that would expire worthless.

35. Please include disclosure with respect to each associate, as
required by Item 5(a)(4) of Schedule 14A.

Tremisis` Conditions to Closing of the Merger, page 26

36. Please elaborate on the requirement of a legal opinion in an
agreed form from McAfee & Taft and the comfort letters from BGO
Seidman and UHY Mann.

Termination, Amendment, and Waiver, pages 26-27 (see also pages
67-
68)

37. Please clarify whether the May 17, 2006 date on page 26 and
the
May 18, 2007 date on page 27 are correct.

38. We note that if Tremisis wrongfully fails or refuses to
consummate the merger, a cash termination fee of $7.5 million will
be
due to RAM.  Please disclose how the termination fee will be
funded.

39. Please disclose whether there is any similar provision if RAM
wrongfully fails or refuses to consummate the merger.

40. The disclosure on page 68 seems to indicate that even in the
event of proper termination either by Tremisis or RAM, Tremisis
will
still be obligated to pay $7.5 million.  Please clarify whether
that
is true or revise.

Risk Factors, page 34

41. To the extent possible, please avoid the generic conclusions
you
reach in several of your risk factors that the risk discussed
could
"adversely affect" or harm your business, revenues or other
similar
matters.  Instead, replace this language with more specific
disclosure of how your financial condition would be affected and
place the risk in context by making the magnitude of the risk
clear.

42. We note your statement, "RAM`s management believes that for
each
$1.00 per Boe increase or decrease in the price of oil and natural
gas, the PV-10 Value of RAM`s proved reserves at September 30,
2005
would increase or decrease, as the case may be, by $9.6 million."
Please expand this to explain whether you have considered changes
in
your proved reserve volume estimates due to these hypothetical
changes in prices.  Address the maximum price change to which your
statement applies.

43. We note the disclosure that RAM may be liable for
environmental
damage caused by previous owners of properties purchased by RAM.
Are
you aware of any such liability?  If so, please discuss.

44.  Please discuss the risks and the adverse consequences of the
risk factor "RAM faces extensive competition in its industry."
The
discussion of competition appears to be generic.
Risks Related to the Merger, pages 38-39

45. Please describe the restricted shares held by insiders.
Identify
the insiders.  How will restricted shares be sold in the public
market?

46. Please briefly describe the listing requirements for NASDAQ.
Address later in the proxy how the surviving entity intends to
meet
them.

47. Please identify any agreements and arrangements that board
members are party to that provide them with interests that differ
from , or are in addition to, those of your stockholders
generally,
other than those identified here.

48. Please identify those officers, directors and other affiliates
who are parties to the voting agreement.

49. Please discuss the risks if the Adjournment Proposal is not
approved.

50. Please discuss any risks due to regulatory delay.

Special Meeting of Tremisis Stockholders, page 41

51. Please provide the disclosure required by Item 13(a)(6) of
Schedule 14A.

Proxy Solicitation Costs, page 45

52. We note that you have not but may hire a firm to assist in the
proxy solicitation process.  Please revise to clarify if such firm
would be paid by proceeds outside of the trust account.  If not,
please revise to clarify how such firm would be paid.

Tremisis Fairness Opinion, page 45

53. Please clarify what the effect will be, if any, on the fee
paid
to Gilford if the merger is not consummated.

The Merger Proposal, page 46

Background of the Merger, page 46

54.  We note that "in April 2005, Tremisis was introduced to RAM
by
Ronald Ormand, an investment banker for WestLB."  Please revise to
clarify how this came about.  Did Tremisis seek out Mr. Ormand`s
and
WestLB`s assistance?  Discuss the circumstance by which
Ormand/WestLB
was aware that RAM was seeking to be acquired.  Please provide a
detailed account of RAM`s association with Mr. Ormand and WestLB
and
Mr. Ormand and WestLB`s association with Tremisis before April 19,
2005.  The discussion should include the date when Mr. Ormand
learned
about and first contacted Tremisis and RAM.  Indicate whether a
finder`s fee was paid to Mr. Ormand and if so, provide the terms
and
amounts.

55. Did WestLB enter into any written agreement with Tremisis or
RAM?
If so, please provide the Staff with copies of those agreements.

56. The disclosure provides that on April 19, 2005, Mr. Coben met
with Mr. Ormand and Mr. Lee and on April 14, 2005, a
confidentiality
agreement was executed.  Please confirm that the April 19, 2005
and
April 14, 2005 dates are correct.

57. Please affirmatively disclose whether any of Tremisis`
officers
or directors had heard of RAM Energy and were aware that RAM`s
owners
wished to sell RAM prior to April 14, 2005.

58. Please provide the Staff with a copy of the Confidentiality
Agreement signed on April 14, 2005, as referenced on page 47.
Also
advise us whether Tremisis enter into confidentiality agreements
with
any other potential acquirees.

59. We note that Tremisis entered into substantial discussions
with a
few companies.  Revise to describe in detail the efforts made by
Tremisis in connection with these companies.

60. Describe the material terms of the proposal with the one other
business target and discuss why it was rejected.  Also clarify
whether the board of directors of Tremisis decided that the one
business target was not a satisfactory candidate for a merger.

61. On page 47, you state "Tremisis retained certain advisors who
are
specialists in the oil and gas exploration and production industry
to
assist in its due diligence of RAM, which commenced in late June
2005."  Please identify those advisors and describe the assistance
they provided.

62. Please clearly state the total consideration that Tremisis is
paying for RAM, identifying cash, stock, assumption of debt, and
any
other components.

63. Discuss the negotiations of the merger in greater detail.
Clarify how the final consideration was determined.  Discuss
whether
any valuation of RAM was conducted prior to or during the merger
negotiations.  Indicate w