SEC Division of Corporation Finance no-action letter: Constar International Inc.

Cira Centre
2929 Arch Street Dechert Philadelphia, PA 19104-2808 +1 215 994 4000 Main LLP +1 215 994 2222 Fax www.dechert.com ERIC S. SIEGEL eric.siegel@dechert.com +12159942757 Direct +12156552757 Fax March 28, 2011 VIAE-MAIL U.S. Securities and Exchange Commission Officer ofChiefCounsel Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549 cfletters@sec.gov Re: Constar International Inc. (Commission File No. 000-16496) Sections 12(h) and 15(d) and Rules 12g-4 and 12h-3 under the Securities Exchange Act of 1934 Ladies and Gentlemen:
On behalf ofConstar International Inc., a Delaware corporation (the "Company"), we seek concurrence from the Staff ofthe Division of Corporate Finance (the "Staff') of the United States Securities and Exchange Commission (the "Commission") with the Company's view that the update and deemed effectiveness ofthe Company's registration statement on Form S-8 pursuant to Section 10(a)(3) ofthe Securities Act of 1933, as amended (the "Securities Act"), during the fiscal year ended December 31, 2010, will not preclude the Company from utilizing Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend immediately the Company's obligation to file with the Commission the reports required by Sections 13(a) and 15(d) of the Exchange Act. Subject to the Staffs concurrence with the request set forth in this letter, the Company intends to file a Form 15 pursuant to Rules 12g-4(a)(1) and 12h￾3(b)(1)(i) under the Exchange Act to suspend its duty to file reports under Sections l3(a)
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