SecProbe.io

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      November 11, 2005

Mr. Nicholas J. DeIuliis
Chief Executive Officer
CNX Gas Corporation
1800 Washington Road
Pittsburg, PA  15241

      Re:	CNX Gas Corporation
		Registration Statement on Form S-1
      Filed August 12, 2005 and amended October 27, 2005
		File No. 333-127483

Dear Mr. DeIuliis:

      We have completed the legal and accounting review of your
response letter and amended registration statement and have the
following comments.  Once we complete the petroleum engineering
review
of your response letter and the amended filing, we will issue any
related comments in a separate letter.   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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We remind you that during our last telephone conversation, you
indicated that you would provide us with an update of the current
status of your New York Stock Exchange listing application.

2. Please revise your registration statement to include the
organizational chart of affiliations that you provided to us
supplementally.

Cover Page

3. Revise the second paragraph to conform to the example you
provided
us supplementally on October 21, 2005.

Summary, page 1

4. We note that your table of properties only identifies
properties
held through joint ventures.  Revise the table to include all
properties in which you hold an interest, identifying the type of
interest and the percentage of such interest.

Selling Stockholders, page 101

5. Identify as underwriters all selling stockholders who are
registered broker-dealers, unless any such registered broker-
dealers
received their shares as compensation for investment banking
services.
Identify as underwriters all affiliates of registered broker-
dealers
that are listed as selling stockholders unless you can confirm to
us
that each (1) purchased its securities in the ordinary course of
business and (2) at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Form S-1/A2 Filed October 27, 2005

Financial Statements

General

6. We note that you did not comply with prior comment 7,
requesting
that you provide the disclosures required under SAB Topic 1:B.3,
specifically the pro forma information related to the special
dividend
of $420.2 million.  To satisfy the requirement, a pro forma
balance
sheet reflecting the distribution accrual, but not giving effect
to
offering proceeds, should be presented alongside your June 30,
2005
balance sheet on page F-3.  Further, pro forma earnings per share
for
the latest fiscal year and subsequent interim period should be
shown
on page F-2, giving effect to the number of shares whose proceeds
would be necessary to pay the dividend, but only the amount that
exceeds current year earnings.  Add disclosure in Note 1 to
explain
the presentation.  You may contact us regarding this matter prior
to
amending your document if you require further clarification.

Note 9 - Subsequent Events, page F-13

7. We note that you present pro forma earnings per share data for
the
interim periods, based on those shares currently held by CONSOL
Energy.  Please expand your disclosure to include earnings per
share
for the most recently completed fiscal year, reflecting the 122.9
million shares representing the ownership interest of CONSOL
Energy,
and relocate to the face of your Statements of Income on pages F-2
and
F-15.

Closing Comments

      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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your response to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an 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 Lily Dang at (202) 551-3867 or Karl Hiller
at
(202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  Direct your questions
relating to the engineering comments to Ronald Winfrey, Mining
Engineer, at (202) 551-3704.  Please contact Carmen Moncada-Terry
at
(202) 551-3687 or, in her absence, the undersigned at (202) 551-
3740
with any other questions.
      				Sincerely,

      					H. Roger Schwall
      Assistant Director
cc: 	L. Davis
      C. Moncada-Terry
Mr. Nicholas J. DeIuliis
CNX Gas Corporation
November 11, 2005
page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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