SecProbe.io

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MAIL STOP 3561

      November 3, 2005

Mr. Richard A. Stratton
Chief Executive Officer
Cold Spring Capital Inc.
51 Locust Avenue
Suite 302
New Canaan, Connecticut  06840

Re:	Cold Spring Capital Inc.
		Amendment No. 3 to Registration Statement on Form S-1
      Filed October 25, 2005
		File No. 333-125873

Dear Mr. Stratton:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.

General
1. We note the disclosure throughout the prospectus that you have
received unsolicited inquires that you will not respond to, if at
all, until after consummation of this offering.  Supplementally
provide the staff with the identity of the parties that have made
these inquires, the number of inquires you have received to date
and
the nature of the inquiries.  We may have further comment.
2. We note that the underwriter, Deutsche Bank Securities, has
agreed
to make the warrant purchases on behalf of Messrs. Stratton and
Weingarten.  Please advise how this arrangement complies with the
terms of the Key Hospitality no action letter, whereby the parties
seeking no action relief agreed to purchase warrants through a
broker-dealer that was not a participant in the public offering.
3. We are unable to locate in the underwriting agreement the
provision related to the compensation deferment. Please advise.
In
addition, it appears that section 9 of the underwriting agreement
allows less than all of the shares to be offered in the event of a
default by an underwriter of more than 10%.  The agreement gives
the
right, but not the obligation, to terminate the agreement.  It is
therefore, in our judgment, not a firm commitment arrangement.
Please
revise the agreement or the prospectus.  Additionally, discuss the
reasons and rationale behind the decision to defer a portion of
the
underwriter`s compensation, as well as the decision to place such
deferred compensation into the trust account for distribution to
the
public stockholders in the event of a liquidation.
4. Please include in the underwriting section the disclosure set
forth in your response number two to our letter dated September
20,
2005 regarding when the distribution will terminate.

Prospectus Cover Page
5. Add disclosure to indicate that there are no assurances that
the
company`s securities will be approved for listing on the AMEX.

Prospectus Summary, page 1
6. With respect to the company`s plans to enter into transactions
after the initial acquisition of an operating business, discuss
whether such additional acquisitions will be identified from the
same
search process from which the initial business combination is
derived, if so, how the company will determine which transaction
will
constitute the initial business combination and the other
transaction(s) will follow, whether any such transaction may
involve
a business or assets owned directly or indirectly by an officer,
director or affiliate of the company, and if so, how that fact
might
impact the company`s decision to delay the consummation of such
transaction until after the initial business transaction, and
whether
stockholders will have any of the rights (escrow of funds, voting
on
the transaction, etc.) granted to them with respect to the initial
business combination in connection with any of the subsequent
acquisitions by the company.  Finally, discuss whether the company
currently has any such transactions under consideration and
whether
the company has taken any steps towards locating assets or
businesses
to acquire.

Risk Factors, page 11
7. Please disclose what the per share liquidation price will be in
risk factor two.
8. Disclose in risk factor eight the industry in which Key
Hospitality is seeking a business combination and update the
status
of its efforts in this regard.
9. The risk factor on page 22 concerning the listing of the
company`s
securities on the AMEX indicates that the company`s securities
"will"
be listed on the AMEX.  Provide the staff with written
confirmation
from the AMEX that the listing of such securities has been
granted,
or revise the disclosure accordingly.
10. The risk factor on page 30 regarding NASAA`s Policy Statement
is
inapplicable in the event that the company lists its shares on the
AMEX.  Please revise or advise.
11. Please consider whether the risk factor on page 23 regarding
delisting should discuss the consequences to investors and the
company with respect Blue Sky rules and regulations, which would
be
become applicable should the company lose its status as a covered
security. Please also supplementally advise us how you believe you
satisfy the applicable AMEX listing criteria.

Use of Proceeds, page 33
12. You appear to have allocated proceeds not held in trust to due
diligence in three separate line items: the first, the second and
the
fifth (reserves).  Either this allocation is duplicative or the
disclosure does not adequately discuss the specific due diligence
undertakings contemplated.  Please advise or revise.

Management`s Discussion and Analysis...., page 40
13. Your discussion of volatility on page 42 references a "basket
of
U.S. finance companies" in making such determination.  Provide
additional detail to disclose the number of and pertinent features
(revenues, total assets, net income, EBITDA, etc.) of such
companies.
We may have further comment.

Proposed Business, page 44
14. Tell us the factors you considered in determining to value
this
offering at $120,000,000 and offer the units at $6.00 per unit.
What
factors did you consider when determining that you might need
$107,426,000 in the trust fund to effect the business combination
contemplated by the registration statement?  Please discuss the
specific factors and motivations behind the valuation.  If
management, the directors, or any affiliate, agent or other
representative has already taken direct or indirect measures to
locate a target business, or unaffiliated entities have approached
you with possible candidates, please disclose this information or
advise.  Please note in particular that we are not seeking simply
whether or not you have "a specific business combination under
consideration," but are looking more to the type, nature and
results
to date of any and all diligence, evaluations, discussions (formal
or
informal), negotiations and/or other similar activities
undertaken,
whether directly by the company, an affiliate thereof, or an
unrelated third party, with respect to a business combination
transaction involving the company.  This includes the time period
before the company`s corporate existence was established and
encompasses any and all evaluations and/or discussions that may
have
taken place prior to the involvement of the principals with the
formal entity of Cold Spring Capital, Inc.  Given management`s
extensive and high-level experience in the consumer and commercial
finance industry, the precise nature of their knowledge about
their
ability to effect a combination with a company whose fair market
value is equal to at least 80% of the company`s net assets may be
material information for which appropriate disclosure is required.
We may have further comment.
Financial Statements

Subsequent Events, page F-11
15. Please expand Note 6 to disclose whether management believes
that
the possibility the financial statements will be affected by the
litigation disclosed in Note 6 is reasonably possible or remote.
If
it is reasonably possible that the outcome of litigation disclosed
in
Note 6 may result in a material liability, paragraph 10 of SFAS 5
requires disclosure of the range of reasonably possible loss or a
clear statement that such a range cannot be estimated.

Closing Statements

      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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director
cc:	James W. Hackett, Jr., Esq.
	Fax: (617) 248-4000

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Mr. Richard A. Stratton
Cold Spring Capital Inc.
November 3, 2005
P. 1

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