SecProbe.io

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Mail Stop 3-8

								November 23, 2004

By Facsimile and U.S. Mail

Pauline Schneider
Vice President - Finance
PRB Transportation, Inc.
1401 17th Street, Suite 650
Denver, Colorado 80202

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

Dear Ms. Schneider:

	We have reviewed the statements of revenues and direct
operating
expenses for certain gas gathering assets of Bear Paw Energy, LLC
included in your Form S-1 filed November 1, 2004, and your letter
to
the Chief Accountant`s Office dated November 17, 2004 and have the
following comments that require revision to your filing.  Please
note
that our comments on your Form S-1 will follow under separate
cover.

	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.

*************

Financial Statements of Operating Assets Acquired from Bear Paw
Energy, LLC

In appropriate circumstances involving the acquisition of
divisions,
product lines or other businesses constituting less than a legal
entity, the staff has accepted the filing of statements of assets
acquired and of revenues and direct expenses in satisfaction of
the
requirements of Rule 3-05 of Regulation S-X.  The following
comments
are based on our review of the financial statements included in
your
registration statement along with your letter to the Chief
Accountant`s Office dated November 17th:

1. You state that you are unable to present an audited statement
of
assets acquired and liabilities assumed based on the seller`s
historical cost.  In such circumstances, you should file an
audited
statement of assets acquired and liabilities assumed on the basis
of
your purchase price allocation as of the acquisition`s effective
date.

2. Direct operating expenses should include all costs necessary
for
the production, marketing and distribution of the acquired
business`
services/products, including selling and direct overhead other
than
costs of general corporate activities, interest and taxes.  In
other
words, costs directly associated with the income producing
activities
of the acquired operations must be included in the operating
statements.  Besides being able to identify and associate such
costs
with the acquired business, you may need to develop allocation
methodologies that are reasonable and rational.  Accordingly,
revise
to include an allocation of historical depreciation expense and
fixed
asset impairment charges, and review the components of general and
administrative expenses for other allocable costs.  In the
footnotes
to these financial statements, identify each of the allocated
items
(with its amount) and describe the allocation methodologies you
used.

3. Display the material components of direct operating expenses on
the face of the statement.  In the footnotes, describe the nature
of
the omitted expenses.

4. Expand your discussion of gas gathering contracts renegotiated
subsequent to December 31, 2003 to clarify the specific terms of
the
contracts affected (e.g. duration, value, price per unit, etc.)
and
provide sufficient context to help a reader understand the extent
to
which such contract changes are expected to impact cash flows and
reported earnings in effect during the periods presented by the
financial statements going forward.  In this regard, we note your
disclosure in Management`s Discussion and Analysis of Financial
Condition and Results of Operations of the impact on revenues for
the
last two months of the six months ended June 30, 2004.

5. Also include in the footnotes a discussion of the nature and
terms
of the significant contracts related to the gas gathering assets.
We
expect that a discussion of the nature and terms of significant
contracts would include, among other things:
a. Identification of each significant contract by type (e.g.
fixed-
unit price, fixed price, cost-plus, time and materials, etc.),
b. Contract duration, including a discussion of renewal terms, if
any,
c. Contract value, including a discussion of whether contracts are
cancelable or non-cancelable, and by whom, and whether there are
contractual minimums or maximums, and
d. The amount of revenues recognized for each material contract
for
all periods presented.

6. Include in the footnotes, to the extent available, information
about the acquired business` operating, investing, and financing
cash
flows.

7. Include unaudited interim period statements of revenues and
direct
operating expenses as required by 3-02(b) of Regulation S-X.

8. In presenting the effects of this acquisition in your pro forma
operating information prepared in accordance with Article 11 of
Regulation S-X, exercise care to limit it to information that is
factually determinable and to exclude forecasted or other forward-
looking information.  Prominently disclose how the pro forma
operating information is not indicative of your operations going
forward because it excludes certain operating expenses.

9. We encourage you to include forward-looking information
regarding
the revenues and expenses of the acquired business as reorganized
under your corporate structure and management.  If furnished,
clearly
identify it as forward-looking, rather than as pro forma.  If the
forward-looking information provided is not in the form of a
comprehensive forecast of revenues and net earnings, disclose how
revenues and operating efficiencies may vary given the assumptions
underlying the forward-looking information that you do provide.

**********

	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.

	If you have any questions regarding these comments, please
direct them to Staff Accountant Ta Tanisha Henderson at (202) 942-
2958, or in her absence, to me at (202) 942-2905.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

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June 29, 2005
Page 1

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