SecProbe.io

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March 16, 2005
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/A
			File No. 333-120129
			Filed February 28, 2005

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/A

If we are unable to complete this offering.... , page 8

1. Please delete the mitigating language that appears in the
second
sentence of this risk factor.

We may be required to rescind the sale..., page 9

2. Please delete the language referring to the views of the
Securities and Exchange Commission.  Please also delete the
language
referring to the views of the Securities and Exchange Commission
on
page F-16 of the registration statement.

Capitalization, page 12

3. Please revise the outstanding common shares (as adjusted) to
7,161,000 in order to reflect the 800,000 shares of treasury
stock.

Selected Historical and Pro Forma Financial Data, page 14

4. In light of your inclusion of audited December 31, 2004
financial
statements in your amended Form S-1, pro forma financial
statements
for the year ended December 31, 2003 are no longer required or
meaningful to an investor.  We generally object to retroactive
presentation of transactions for periods other than the latest
year
and interim period.  Please delete the pro forma statement of
operations for the year ended December 31, 2003 and any related
narrative references throughout your filing.  For example, you
make
reference to the pro forma statement of operations for 2003 on
pages
3-4, 14-15, 61, F-40 to F-42 and F-45 to F-46.  There may be other
references. Please revise your filing accordingly.   Refer to Rule
11-02(c)(2)(i) for guidance.

Subsequent events, page 28

5. We note your response to prior comment 8.  You indicate that
you
conducted a private placement during September through December
2004
that commenced before the filing of this registration statement
and
continued concurrent with this registration statement.  As
previously
indicated, we deem the filing of a registration statement to be a
general solicitation.  It appears that you have engaged in a
general
solicitation not compatible with a private placement under Rule
506
of Regulation D or Section 4(2) of the Securities Act.

You have provided your analysis under the five-factor test as to
why
the private placement should not be integrated with the offering
contemplated by the registration statement.  However, we note that
(1) one of the stated purposes of the private placement was to
repay
the Bear Paw promissory note and that the registration statement
filed on November 1, 2004 indicated that you intended to use the
proceeds from the initial public offering for the same purpose,
(2)
the offers took place at or about the same time, (3) you received
the
same consideration, and (4) you issued securities immediately
convertible into common stock, the security being registered on
this
registration statement.
Please expand your analysis to address each of the four points
above
as to why you believe that this private placement complies with
Section 5 of the Securities Act.  Please consider whether any
contingent liability for damages must be reflected in the
financial
statements.

Certain Relationships and Related Transactions, page 48

6. We note your response to prior comment 12.  Please identify Mr.
McGrain as a control person during the times cited.   Delete the
"may
be deemed" language.

Description of Securities, page 48

7. It appears that Mr. Wright issued JMGG (the Series A investor)
options to acquire some of his holdings.  Since it appears that
JMGG
has now dissolved, please provide disclosure in the filing
regarding
the status of the options Mr. Wright issued.

PRB Gas Transportation, Inc. Financial Statements

Note 8 - Commitments and Contingencies

Possible Rescission of Series C Convertible Preferred Stock Sale,
page F-16

8. We assume that the significant percentage of Series C
Convertible
Preferred Stock purchased by insiders and affiliated parties was
considered by you in determining the probability of Series C
Convertible Preferred investors exercising their rescission
rights.
If you have determined that the likelihood of rescission by
investors
is remote in light of the high percentage of sales to insiders and
affiliated parties please revise your filing to so state, or tell
us
why you have not reclassified any of the equity raised through the
Series C Convertible Preferred Stock issuance to liabilities.

Item 15. Recent Sales..., page II-2

9. It appears that many of your securities issuances were made to
minor children through the use of UTMA, UGMA accounts and
custodial
accounts.  Please consider whether each of these individuals meet
the
accredited investor standard.  Additionally, please consider
whether
the trusts to which you issued securities to meet the accredited
investor standard.

10. It appears that you are relying on Rule 501(a)(8) of
Regulation D
to support your assertion that JMGG was an accredited investor.
Please include an affirmative statement in the registration
statement
that each current holder of Series A shares was an accredited
investor at the time of receipt of the Series A shares.
Additionally, please indicate how you were able to ascertain that
each limited partner of JMGG who received shares is an accredited
investor in the absence of affirmative representations from the
individuals receiving the shares.

11. Please tell us how the partnership distributions comply with
your
obligation under Rule 502(d)(1) of Regulation D.

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 TaTanisha Henderson at (202) 942-2958 or
George
Ohsiek, Accounting Branch Chief, at (202) 942-2905 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Lisa Beth Lentini at (202) 942-1999, or
in
her absence, Ellie Quarles, Special Counsel, at (202) 942-1859 or
me
at (202) 942-1900 with any other questions.

						Sincerely,

						H. Christopher Owings
      Assistant Director

CC:  Aaron Grunfeld
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PRB Gas Transportation, Inc.
Form S-1/A
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Division of Corporation Finance
     Postal Code 20549-0508

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