RAM Energy Resources, Inc. |
5100 E. Skelly Drive, SUITE 650
TULSA, OK 74135
OFFICE: (918) 663-2800
FAX: (918) 663-9540
September 7, 2006
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street N.E.
Washington, D.C. 20549
Re: Withdrawal – RAM Energy Resources, Inc. Registration Statement on Form S-8 (File No. 333-135853) filed with the Commission on July 19, 2006
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (File No. 333-135853) filed by RAM Energy Resources, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on July 19, 2006, and all exhibits filed thereto (the “Registration Statement”). The Registration Statement covers 2,400,000 shares of the Registrant’s common stock that are issuable under the Registrant’s 2006 Long-Term Incentive Plan (the “Plan”).
Pursuant to Rule 477(a) under the Securities Act of 1933, as amended (the “Act”), the Registrant hereby respectfully request that the Commission consent to the withdrawal of the Registration Statement. The Registrant intends to file another registration statement covering the shares previously covered by the Registration Statement and include a “reoffer prospectus” to allow certain stockholders to sell shares that they receive pursuant to the Plan. No securities have been sold pursuant to the Registration Statement.
Please forward copies of the order consenting to the withdrawal of the Registration Statement to John M. Longmire via facsimile at (918) 663-9540.
If you have any questions regarding the foregoing application for withdrawal, please contact Theodore M. Elam, Esq. at (405) 235-9621.
Sincerely,
/s/ John M. Longmire
John M. Longmire
Senior VP and Chief Financial Officer
RAM Energy Resources, Inc.
