SMART SAND, INC.
24 Waterway Avenue, Suite 350
The Woodlands, Texas 77380
February 1, 2017
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-4628
|Attn:||John Reynolds, Assistant Director|
|Division of Corporation Finance|
|Re:||Smart Sand, Inc.|
|Registration Statement on Form S-1|
|File No. 333-215554|
Dear Mr. Reynolds:
On behalf of Smart Sand, Inc. (the Company) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 3:00 p.m., Washington, D.C. time, on February 1, 2017, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.
The Company hereby acknowledges that:
|||should the Securities and Exchange Commission (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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.|
Very truly yours,
SMART SAND, INC.
|By:||/s/ Lee E. Beckelman|
|Lee E. Beckelman|
|Chief Financial Officer|
|cc:||Ryan J. Maierson, Latham & Watkins LLP|