SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      December 14, 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 November 29, 2005
		File No. 333-127483

Dear Mr. DeIuliis:

      We reviewed your response letter and amended registration
statement 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 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.

Financial Statements

Note 1 - Basis of Presentation, page F-6

1. Please refine your disclosure in the sixth paragraph under this
heading to clarify that in calculating earnings per share, you
have
utilized the 122.9 million shares issued to CONSOL Energy upon
formation for all earlier periods, and subsequently until the
August
2005 private placement, when the weighted average number of shares
was
increased to reflect the shares sold in your private placement, if
true.

Note 8 - Commitments and Contingencies, page F-10

2. We note your disclosure on page 5 explaining that you had to
idle
the Buchanan Mine following an incident that damaged the mine`s
ship
hoist mechanism.  As you also disclose that there is no assurance
that
you will be able to obtain any recovery from your insurance
carrier,
it would be appropriate for you to expand your disclosure to
include
your estimate of the actual loss; as well as the impact that you
anticipate the shut-down to have on revenues and earnings until
you
are able to reestablish operations at the mine.  The impact of
accruing the loss in your financial statements should be clear.
We
suggest adding comparable disclosure under this heading and in
MD&A,
if material.

3. We note that you added disclosure on page 75 describing certain
patent infringement claims recently made by CDX Gas, LLC;
explaining
that due to the early stages of litigation, you cannot predict the
outcome of any related proceedings.  It would be helpful to have
disclosure under this heading to address the situation, and to
provide
some indication as to the extent to which the subject technology
has
been utilized in your operations.  Disclose the amount of the
royalty
that has been demanded, and the number of producing wells on which
the
technology has been applied.

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.  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 (via facsimile)
      K. Hiller
      L. Dang
      C. Moncada-Terry
Mr. Nicholas J. DeIuliis
CNX Gas Corporation
December 14, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

Mr. Nicholas J. DeIuliis
CNX Gas Corporation
December 14, 2005
page 2

</TEXT>
</DOCUMENT>