August
4,
2006
Assistant
Director
Division
of Corporation Finance
Securities
and Exchange Commission
Mail
Stop
3561
100
F
Street, N.E.
Washington,
D.C. 20549
Pursuant
to Rule 477, AGL Resources Inc. hereby applies for withdrawal of the
above-referenced registration statement today if possible or as soon as
practicable thereafter. The reason for this application for withdrawal is
that
the offering qualifies as, and was intended to be, an automatic shelf offering
under General Instruction I.D.1.(a)(i) to Form S-3. However, the header of
the
EDGAR filing of the above-referenced registration statement did not refer
to the
filing as an “S-3ASR”. As a result, the Company is applying for withdrawal of
the registration statement so that the Company can re-file the registration
statement with the S-3ASR EDGAR header and thereby obtain immediate
effectiveness of the registration statement. We would re-file the registration
statement promptly following notice from the staff of its consent to the
withdrawal. No shares have been offered or sold pursuant to the registration
statement to be withdrawn.
Pursuant
to Rule 457(p), the $8,256.12 registration fee paid in connection with the
above-referenced registration statement may be offset against the filing
fee due
for the subsequent registration statement. Because the Company will need
to use
a later date to calculate the proposed maximum aggregate offering price,
and
hence the registration fee, in the subsequent registration statement, the
filing
fee in the subsequent registration statement will be different from the filing
fee in the above-referenced registration statement. We currently expect to
calculate the maximum aggregate offering price and the registration fee for
the
subsequent registration statement based on the average of the high and low
prices of the Company’s common stock on August 3rd,
which
would result in a filing fee of $8,093.48. Accordingly, no additional filing
fee
should be payable in connection with the filing of the subsequent registration
statement. As required by Rule 457(p), this will be explained in a note to
the
“Calculation of Registration Fee” table in the subsequent registration
statement.
We
thank
you for your consideration of this application for withdrawal. Please contact
our counsel, Hill Jeffries of Alston & Bird LLP (404-881-7823), with regard
to the staff’s consent to this application for withdrawal and any related
questions.
Sincerely,
/s/Andrew
W. Evans
Andrew
W.
Evans
Executive
Vice President and Chief Financial Officer
cc:
Ms.
Peggy Kim, Division of Corporation Finance