 | September 19, 2014 | ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com
WRITER’S DIRECT LINE 414.319.7348 brikkers@foley.com EMAIL |
VIA EDGAR SUBMISSIONAND COURIER
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
| Attn: | H. Roger Schwall |
| Sirimal Mukerjee |
| Timothy S. Levenberg |
| Re: | Whiting Petroleum Corporation |
| Revised Preliminary Proxy Materials Relating to |
| Whiting Petroleum Corporation Special Meeting of Stockholders |
| File No. 1-31899 |
Ladies and Gentlemen:
On behalf of Whiting Petroleum Corporation, a Delaware corporation (“Whiting”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended, a revised Preliminary Proxy Statement on Schedule 14A of Whiting (the “Revised Joint Proxy Statement”) and form of proxy (collectively, the “Revised Proxy Materials”) relating to a special meeting of Whiting stockholders. Kodiak Oil & Gas Corp., a Yukon Territory corporation (“Kodiak”) is filing an identical copy of the Revised Joint Proxy Statement relating to a special meeting of Kodiak stockholders (the “Revised Kodiak Filing”).
Whiting is filing the Revised Proxy Materials and Kodiak is filing the Revised Kodiak Filing in response to the comment letter of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission dated September 15, 2014. As requested by the Staff in the comment letter, Whiting and Kodiak are also filing herewith a response letter (the “Response Letter”) setting forth their responses to the Staff’s comments. Whiting and Kodiak are delivering to the Staff courtesy copies of the Response Letter and the Revised Joint Proxy Statement marked to show the revisions Whiting and Kodiak made in response to the Staff’s comments, as well as certain other general updates.
Please direct any communications concerning the Revised Proxy Materials or the Response Letter to the undersigned at (414) 319-7348 or brikkers@foley.com or to John K. Wilson at (414) 297-5642 or jkwilson@foley.com.
| Very truly yours, |
| /s/ Benjamin F. Rikkers |
| Benjamin F. Rikkers |
| cc: | Whiting Petroleum Corporation |
Working Group
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY | TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |