SecProbe.io

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Mail Stop 0308

December 1, 2004
VIA U.S. MAIL AND FACSIMILE

Robert W. Wright
CEO
PRB Gas Transportation, Inc.
1401 17th Street, Suite 650
Denver, CO  80202

		Re:	PRB Gas Transportation, Inc.
			Registration Statement on Form S-1
			File No. 333-120129
			Filed November 1, 2004

Dear Mr. Wright:

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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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

General
1. Please tell us what exemptions you are relying on for the
conversion of the preferred stock into shares of common stock and for
the exercise of the warrants for shares of common stock that you are
attempting to register, as identified in the selling shareholder
prospectus.  Please note that the Section 4(2) exemption of the
Securities Act of 1933 would not be available for these transactions
because we deem the filing of a registration statement to be a
general solicitation.  Also, you may not register the conversion of
immediately convertible preferred stock or the exercise of
immediately exercisable warrants.
2. Please update the financial information included in your filing in
accordance with the requirements of Rule 3-12 of Regulation S-X.

Cover Page
3. On the cover page of both of your prospectuses, you must provide
the nature of your underwriting relationship.  For example, with
respect to the underwriting arrangement with Gilford Securities, you
should identify the nature of your underwriting agreement.  See Item
501(b)(8) of Regulation S-K.  Also, disclose on the cover page of the
firm commitment prospectus that you are concurrently registering the
resale of 3,995,000 shares of common stock, subject to cutbacks based
on comment number 1.

Prospectus Summary, page 1

4. Disclose the average age of the wells from which you gather
natural gas.

Summary/Selected Historical and Pro Forma Financial Data, pages 3 and
11
5. Please revise your disclosure to indicate that the pro forma
information for the Bear Paw acquisition gives effect to the
acquisition as if it occurred on January 1, 2003 (the most recent
full fiscal year completed).

6. Please revise your unaudited tabular disclosure on page 5 to
include adjustments columns between the "Actual" and "Bear Paw
acquisition pro forma" columns and the "Preferred stock conversion
pro forma" and "Pro Forma as adjusted" columns. An explanatory note
should accompany each adjustment.

Risk Factors, page 6

7. Consider including a risk factor regarding the preferred
stockholders` right to elect three of the five directors.  We note
that the preferred stockholders have indicated that they intend to
convert the preferred stock for shares of common stock, yet it does
not appear that they are unconditionally committed to convert the
preferred stock.  Also discuss your ability to make dividend payments
in this risk factor and in the liquidity section should the preferred
stockholders not convert their preferred stock.

Any material nonpayment or nonperformance..., page 6

8. Please identify any customers representing greater than 10% of
your revenues here and in the business section.  See Item
101(c)(vii).

Special Note Regarding Forward-Looking Statements, page 8
9. Your statement that words such as "will" are used to identify
forward-looking statements is confusing since the term "will"
generally implies more certainty.  Please revise or advise.

Use of Proceeds, page 8

10. It appears that you would like to reserve the right to change
your use of the proceeds from this offering.  Please provide
information on the specific contingencies and the alternatives for
the use of proceeds. See Instruction 7 to Item 504.

11. Disclose the interest rate and the maturity of the note payable
resulting from the Bear Paw acquisition.  See instruction 4 to Item
504 of Regulation S-K.

12. Please note that your underwriter`s commissions are subject to
NASD approval.

Capitalization, page 9

13. You assume that the proceeds of the offering will be used to
repay the $1.9 million note payable to Bear Paw Energy.  The terms of
the note require a $1.5 million payment by December 15, 2004.  If you
are unable to complete the offering by December 15, 2004, please
revise your filing to indicate the source(s) of liquidity for the
$1.5 million note payment and the potential ramifications to the
company if the note payment is not made timely.

Non-GAAP Financial Measure, page 13

14. Please expand the discussion of your use of the non-GAAP
financial measure "EBITDA" to include the following:
* The manner in which management uses the non-GAAP measure to conduct
or evaluate its business;
* The economic substance behind management`s decision to use such a
measure;
* The substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors; and
* The material limitations of the use of EBITDA as a performance
measure.  Since the company is capital intensive, depreciation and
amortization are unavoidable costs of doing business and are material
to your results of operations.  Any measure of performance that
excludes these costs has material limitations.
See "Use of Non-GAAP Financial Measures" under the Division of
Corporation Finance`s Frequently Asked Questions, at www.sec.gov for
guidance.

15. Non-GAAP financial measures are not permitted on the face of any
pro forma financial information that is required by Article 11 of
Regulation S-X. Please revise your filing accordingly. See Item
10(e)(1)(ii)(D) of Regulation S-K.

Management`s Discussion and Analysis, page 15

Six months ended June 30, 2004 (PRB) compared to six months ended
June 30, 2003 (TOP predecessor operations), page 16

16. In the discussion of operating expenses, explain why you reduced
the number of compressors.

17. You indicate that many of your customers` wells had reached the
phase of stable decline, as opposed to the sharp declines that wells
experience in the beginning of their lives.  However, in your
discussions of revenues, there appear to be significantly lower
volumes of gas going through your gathering systems belonging to
existing producers from period to period.  Supplementally tell us,
and revise your filing to indicate, whether the decreases in volumes
on your systems that you disclose are typical for a stable decline.
If the declines are not typical, expand your discussion of results of
operations accordingly to explain the reasons for significant
fluctuations in throughput.  Provide similar revisions, as
appropriate, in your discussion of results of operations for Bear Paw
Energy LLC.

Subsequent events, page 17

18. You indicate that you are expecting to commence a private
placement in November 2004 concurrent with this registration
statement.  Please discuss your analysis of potential integration
issues.  Additionally, please discuss the exemption from registration
under the Securities Act of 1933 you plan to use for the November
2004 issuance of securities.  As stated above, we deem the filing of
a registration statement to be a general solicitation.
Liquidity and Capital Resources, page 17

19. Please include the six months ended June 30, 2003 (predecessor)
in your discussions of cash flows or supplementally advise us why
such disclosures would not be meaningful.

Business, page 19

20. Disclose whether any gas gathering and transportation agreements
are with related parties.  We note that you have repurchased shares
from Mr. Norris, a significant shareholder, who held an interest in
companies with whom you had gas gathering and transportation
agreements.  Supplementally confirm that there are no related party
transactions other than those set forth in the registration
statement.

21. Disclose the material terms of your gas gathering and
transportation agreements.  For example, we note that you disclose
the current fees per MCF, but you should describe the specific
provisions that result in reducing these fees based on achieving
certain production amounts.  File the gas gathering and
transportation agreements or provide us with your analysis as to why
you do not believe they should be filed.

22. Provide disclosure regarding the extent to which your business is
or may be seasonal.  See Item 101(c)(v) of Regulation S-K.

Management, page 27

23. Tell us the relationship between Robert W. Wright and Gilford
Securities Incorporated.  We may have further comment.

24. Please revise your filing to include a discussion of Pauline I.
Schneider`s business experience between May 2002 and October 2003.
Also provide five full years of business experience for Marilena C.
Marrelli.  See Item 401(e) of Regulation S-K for guidance.

Stock Ownership of Management and Principal Stockholders, page 29

25. Provide this information as of the most recent practicable date.
See Item 403(a) and (b) of Regulation S-K.  Also update the
disclosure regarding the description of securities.

26. To the extent not currently disclosed, please disclose the
natural person(s) or public company that has the ultimate voting or
investment control over the shares held by each shareholder.  Please
provide this disclosure here and in the selling shareholder list in
the selling shareholder prospectus.

Certain Relationships and Related Transactions, page 30

27. Disclose the initial purchase price of the shares that Mr. Norris
acquired, and indicate the amount of proceeds Mr. Norris received
upon his sale of the securities to the company.  Also, discuss the
loan you received from a related party to acquire these securities.

28. State whether each of the transactions identified are on terms
that are as favorable as those you could have obtained from an
unaffiliated third party.  Disclose fully the terms of the related
party gas gathering contracts.

29. You disclose here and on page F-18 that a related party provides
administrative services for you at no cost and that you do not record
an expense for these services because there would be no incremental
cost.  Help us understand how there would be no incremental cost if
the company were to provide the administrative services to which you
refer.

Shares Eligible for Future Sale, page 32

30. It is unclear why you have indicated in this section that 800,000
shares are restricted, yet on page 33 you state that 912,000 shares
are restricted.  Please reconcile this disclosure.

Options, page 32

31. We note that you intend to file a Form S-8 to register shares of
common stock issuable under your stock option plan.  We also note
that you may issue options to consultants.  Please tell us the nature
of the consulting work that consultants to whom you have issued
options have provided to date.

Lockup Agreements, page 33

32. In the second paragraph, disclose that you have filed a
registration statement related to the shares you have identified.

Underwriting, page 33

33. Item 508(c) requires that you briefly discuss any securities to
be registered that are to be offered otherwise than through
underwriters.  Please discuss the registration of the selling
shareholder securities.

34. Please provide the underwriter`s compensation in a tabular
format.  See Item 508(e) of Regulation S-K.

35. We note your disclosure in the eighth paragraph that you may
include the shares underlying the underwriter`s warrants on a post-
effective amendment.  You may not include additional shares on a
post-effective amendment.  Instead, you must file a new registration
statement to register these shares.  Please revise.

36. We note your disclosure that your officers, directors and other
stockholders have agreed not to dispose of their sales without the
prior written consent of your underwriter.  Please describe the
conditions under which the underwriter is likely to consent to the
release of shares prior to the expiration of the lock-up period.
37. State whether the underwriter will engage in any electronic
offer, sale or distribution of the shares and describe their
procedures to us supplementally.
Briefly describe any electronic distribution in the filing.

Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.

Finally, tell us whether you or the underwriter has any arrangements
with a third party to host or access your preliminary prospectus on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy of
any written agreement.  Provide us also with copies of all
information concerning your issuer or prospectus that has appeared on
their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

We may have further comment.

38. Please explain whether you plan to have a directed share program
for employees and others.  If so, please supplementally tell us the
mechanics of how and when these shares will be offered and sold to
persons in the directed share program.  For example, please explain
for us how you will determine the prospective recipients of reserved
shares.  Tell us when and how they will indicate their interest in
purchasing shares. Also, please tell us how and when the issuer and
underwriters will contact the direct share investors, including the
types of communications used.  When will the shares and money be
exchanged?  When do purchasers become committed to purchase their
shares?  How and when will the number of shares offered be
determined?  Will the procedures for the directed share program
differ from the procedures for the general offering to the public?

Determination of Offering Price, page 33

39. Your disclosure in response to Item 505 of Regulation S-K does
not provide the depth necessary to understand how the company and its
underwriters arrived at the offering price.  Please provide greater
detail on the offering price discussions.

Legal Matters, page 34

40. Specify the "certain" matters that Brownstein Hyatt & Farber,
P.C. will pass upon for the underwriters.

Financial Statements
41. Your Index to Financial Statements on page 36 refers to pro forma
financial statements and notes to pro forma financial statements,
however it appears that they have been omitted from the filing.
Please include them in your revised Form S-1.  Refer to Article 11 of
Regulation S-X for guidance.  We may have further comments after
reviewing your pro forma financial statements.

PRB Transportations, Inc.
Statement of Changes in Stockholders` Equity, page F-5
42. In order for us to fully understand the equity fair market
valuations reflected in your financial statements, please provide an
itemized chronological schedule covering all equity instruments
issued since January 1, 2004 through the date of your response.
Please provide the following infor