SecProbe.io

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Mail Stop 3561

								February 24, 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
	Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A
      Filed February 1, 2006
	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. Engineering comments will be forthcoming.

2. We note your supplemental response to prior comment three of
our
letter dated January 19, 2006.  Please identify ADP and explain
its
role in the solicitation.

3. While we note that certain information cannot be filled in
until
immediately prior to filing the definitive proxy statement, all
other
information should be provided.  Please include such disclosure in
the next amendment.

4. We partially reissue prior comment four of our letter dated
January 19, 2006.  Please provide the information required by Item
10
(a) of Schedule 14A.

5. We partially reissue prior comment five of our letter dated
January 19, 2006.  Please include a statement on the last page of
the
proxy statement as to which documents, or portions of documents,
are
incorporated by reference.  See Note D1 of Schedule 14A.

Proxy Card

6. Please clarify how you will treat written votes received after
the
voting deadline.

Questions and Answers about the Proposals, page 15

7. Please state how an improperly executed demand for conversion
can
be remedied.

8. Please update the estimated net proved reserves.  Currently
this
information is as of September 30, 2005.

Summary of the Proxy Statement, page 19

9. We partially reissue prior comment 21 of our letter dated
January
19, 2006.  We continue to note the statement that "the balance of
the
net proceeds of the IPO, or approximately $1,020,000 has been and
will be used by Tremisis to pay the expenses incurred in its
pursuit
of a business combination."  The amount of net proceeds in escrow
is
$33,143,000 and only $30,000,000 will be given to RAM after the
merger.  Please revise the disclosure to account for the
difference.

The Parties, page 17

10. We reissue prior comment 22 of our letter dated January 19,
2006.
We continue to 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.  This does
not
reconcile with the disclosure 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 the statement to be consistent with
the
Form S-1.  The 60 day time period is not consistent with the
disclosure in the Form S-1 regarding the prompt return of funds.

Lock-Up Agreement, page 24

11. Please clarify the "certain exceptions" to the lock-up
agreement.

Tax Consequences of the Merger, page 29

12. Please name counsel that provided the tax opinions.  Also,
file
the opinions with the proxy and include consents or otherwise
advise.

Risks Related to the Merger, page 40

13. Please disclose the number of shares that will be held by
insiders and that are subject to the lock-up agreement.

Background of the Merger, page 48

14. We partially reissue prior comment 58 of our letter dated
January
19, 2006.  Please provide us with a copy of the Confidentiality
Agreement signed on April 14, 2005.  We were unable to locate the
agreement in the materials provided.

15. We partially reissue prior comment 65 of our letter dated
January
19, 2006.  Please supplementally provide us with copies of the
projections and any other non-public information used by Tremisis
in
the merger negotiations and agreement.

Interest of Tremisis` Directors and Officers in the Merger, page
52

16. We partially reissue prior comment 68 of our letter dated
January
19, 2006.  Quantify, to the extent practicable, the value of the
600,000 warrants held by Tremisis` officers and directors.

Valuation Overview, page 55

17. We reissue prior comment 71 of our letter dated January 19,
2006.
We note your explanation in the correspondence.  However, we
cannot
locate this disclosure in the proxy statement.  Please advise or
revise.

Discounted Cash Flow Analysis, pages 55-56

18. We reissue prior comments 72 and 73 of our letter dated
January
19, 2006.  We note your explanation in the correspondence.
However,
we cannot locate this disclosure in the proxy statement.  Please
advise or revise.

Fees and Expenses, page 70

19. We note your response to prior comment 78 of our letter dated
January 19, 2006.  Please clarify whether the approximately $2.9
million fee to be paid by RAM to WestLB is contingent on the
completion of the merger.

Pro Forma Earnings (Loss) Per Share, page 76

20. We note your response to prior comments 81 and 82 of our
letter
dated January 19, 2006.  Please revise your disclosures under the
caption "Selected Summary Historical and Pro Forma Consolidated
Financial Information" on page 30 to include disclosures regarding
the pro forma net loss per share for each period, similar to the
disclosures provided on page 76.

21. Please revise your disclosures for both the fiscal year ended
December 31, 2004 and the nine months ended September 30, 2005 to
include a pro forma statement of operations that includes the
accounts of Tremisis.  While we note the transaction will not be
accounted for as a purchase method business combination, we do not
believe this eliminates the requirement to provide a pro forma
statement of operations.  Item 9.01 of Form 8-K was recently
amended
to explicitly require Article 11 pro forma disclosures for mergers
involving shell companies, and we believe the same principle
should
be applied to this situation.  Refer also to SEC Release 33-8587,
dated July 15, 2005.

Business of RAM, page 93

22. We reissue prior comment 24 of our letter dated January 19,
2006
as it relates to disclosure on page 94.  Please provide the basis
for
the statement that "RAM believes that it has substantial
additional
acquisition, development and exploitation opportunities in its
core
areas of operations" or delete.

23. We note the various lease and other arrangements the company
has
entered into.  Disclose the material terms of any material lease
arrangements.  Provide these lease and other arrangements
supplementally.

Oil and Natural Gas Marketing and Hedging, page 104

24. Please name the three purchasers who accounted for
approximately
75% of your oil and natural gas sales and clearly indicate that
these
are your major customers.  If you have agreements with these three
purchasers, please disclose the material terms.  Provide us with
these agreements supplementally.

Legal Proceedings, page 106

25. Schedule 2.10 shows two other pending litigation other than
Sacket v. Great Plains.  Please advise us why the cases, Ricky
Oliver
v. Triple S. Welding Service, Inc. and Joshi Technologies
International v. WG Energy, Ltd., need not be discussed in the
proxy
statement.

RAM`s Management`s Discussion and Analysis of Financial Condition
and
Results of Operations, page 107

26. Clarify whether the oil and natural gas production costs,
which
increase was attributable to the WG Acquisition, is anticipated to
stay at the increased level in the future.

27. Please reconcile the operating revenue increase for the nine
months ended September 30, 2005 as compared to 2004 with the
financial statements.  The current disclosure indicates that the
increase in revenues was $17.5 million.  The financial statements
indicate the total revenues and operating income increased by only
$5.4 million.  Please revise.

Independent Auditors` Fees, page 126

28. Please revise your disclosure to include all the information
required by Item 9 of Schedule 14A, as applicable.  We note that
your
current disclosure is incomplete and addresses only the most
recent
fiscal year rather than the past two fiscal years.

RAM Related Party Transactions, page 132

29. We reissue prior comment 101 of our letter dated January 19,
2006.  Please indicate the total amount of expenses Tremisis has
reimbursed its officers and directors for out-of-pocket expenses
incurred in connection with identifying and investigating business
combinations and business targets.

30. We note the disclosure that "accepting participants [in the 5%
interest in the prospect generated by KCS] included, among other
officers and employees of RAM, ...."  All officers and employees
of
RAM that participated in this prospect should be included in this
section.

31. We partially reissue prior comment 106 of our letter dated
January 19, 2006.  Please identify the $260,000 and $46,000
expenses
paid on behalf of Danish Knights.

RWG Energy, Inc. Financial Statements, page F-46

32. According to your response to prior comment 110 of our letter
dated January 19, 2006, you are providing the financial statements
of
RWG Energy (known before the acquisition as WG Energy, Inc.) under
Item 310(c) of Regulation S-B.  Financial statements of businesses
recently acquired by the target need not be furnished unless their
omission would render the target`s financial statements misleading
or
substantially incomplete.  However, if you include such financial
statements, they should be for the periods preceding the
acquisition
required by Items 310(c)(2) and (3).  This would appear to include
WG
Energy Inc.`s audited annual financial statements for the years
ending December 31, 2003 and 2002, and interim financial
statements
for the nine months ending September 30, 2004.  It is not
appropriate
to provide the financial statements through a period after the
merger
or reflecting the purchase accounting from the merger.  Please
revise
accordingly.

Note 11 - Derivative Financial Instruments, page F-65

33. We note your response to prior comment 118 of our letter dated
January 19, 2006.  Please tell us why the cash flow statement for
the
year ended December 31, 2003 reflects a deferred hedge loss of
$286,157.  By definition, deferred hedge gains and losses are
excluded from the determination of net income or loss.  Also,
please
reconcile your disclosure on page F-59 that your policy is to
measure
hedge effectiveness at least on an annual basis to paragraph 28(b)
of
FAS 133, which requires effectiveness to be measured at least
every
three months.  Revise your disclosure in Note 11 to identify the
hedged transaction as a cash flow hedge, and to provide the
applicable disclosures required by paragraph 45(b) of FAS 133.

Appendix E:  Fairness Opinion

34. We note the statement in the opinion that "this letter is
solely
for the information of the Board of Directors of the Company and
may
not be relied upon by any other person... without Gilford`s prior
written consent."  Because it is inconsistent with the disclosures
relating to the opinion, the limitation should be deleted.
Alternatively, disclose the basis for Gilford`s belief that
shareholders cannot rely upon the opinion to support any claims
against Gilford arising under applicable state law (e.g., the
inclusion of an express disclaimer in Gilford`s engagement letter
with Tremisis).  Describe any applicable state-law authority
regarding the availability of such a potential defense.  In the
absence of applicable state-law authority, disclose that the
availability of such a defense will be resolved by a court of
competent jurisdiction.  Also disclose that resolution of the
question of the availability of such a defense will have no effect
on
the rights and responsibilities of the board of directors under
applicable state law.  Further disclose that the availability of
such
a state-law defense to Gilford would have no effect on the rights
and
responsibilities of either Gilford or the board of directors under
the federal securities laws.

*******

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters.  You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters.  Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	David Alan Miller, Esq.
	Sherie B. Rosenberg, Esq.
	(212) 818-8881

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Mr. Lawrence S. Coben
Tremisis Energy Acquisition Corporation
February 24, 2006
Page 1

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