<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      November 7, 2006

via U.S. mail and facsimile

Mr. Vincent J. Gallant
Vice President, Corporate
Zone 3, Acheson Industrial Area
2-53016 Highway 60
Acheson, Alberta T7X 5A7

      Re:	NACG Holdings Inc.
      	Amendment No. 4 to Form F-1
      	Filed November 3, 2006
      	File No. 333-135943
      	North American Energy Partners, Inc.
      Form 20-F, as amended, for fiscal year ending March 31, 2005
      	Filed November 25, 2005
      Form 20-F, as amended, for fiscal year ending March 31, 2006
      	Filed August 30, 2006
      	File No. 333-111356

Dear Mr. Gallant:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Amendment No. 4 to Form F-1

General
1. We note that you have filed a separate confidential treatment
request for certain information contained in exhibit 10.12 to the
F-
1.  We will respond to your request in a separate communication.

Principal and Selling Shareholders, page 117
2. Please identify a natural person who has authority to vote, or
dispose of, the securities beneficially owned by Paribas North
America, Inc.
Underwriting , page 134

General
3. We note your response to our prior comment 10.  Please revise
your
disclosure to state that one of the conditions to the obligations
of
the underwriters is that there is no material adverse change in
your
business.

Exhibit 5.1
4. Please refile the opinion of counsel, as the last page is
missing
from the exhibit.

Form 20-F/As of North American Energy Partners Inc. for the fiscal
years ended March 31, 2005 and 2006

Controls and Procedures, page 61
5. We note your statement that you have identified a number of
significant weaknesses in your financial reporting processes and
internal controls as defined under Canadian auditing standards.
Please state whether under the standards of the Public Company
Accounting Oversight Board (United States) you have significant
weaknesses.  If so, please identify them if they are different
from
the weaknesses already disclosed.

6. We note your statement that you have added to your finance
staff,
and in particular that you have in-house GAAP and financial
reporting
expertise.  Please state whether you have in-house U.S. GAAP
reporting expertise.
7. We note your response to our prior comment 14.  Please provide
an
evaluation of the changes made to your internal controls over
financial reporting that occurred during the last fiscal year, as
required by Rule 15d-15(d) of the Securities Exchange Act of 1934.

Closing Comments

      Please cause North American Energy Partners to amend its
Form
20-Fs within 10 business days of the date of this letter, or else
tell us when they will be amended.  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 amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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
statements, 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 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.

      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
filings or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as 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 statements.
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 statements.  Please
allow
adequate time after the filing of any 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.

      Please contact Sandy Eisen at (202) 551-3864, or in her
absence, April Sifford at (202) 551-3684 with any questions on the
financial statements or accounting issues.  Please contact Donna
Levy
at (202) 551-3292, or in her absence, me, at (202) 551-3745 with
any
other questions.

      Sincerely,



	H. Roger Schwall
	Assistant Director




cc:	Gary Orloff, Esq.
      S. Eisen
      A. Sifford
      D. Levy









</TEXT>
</DOCUMENT>
