Voyager Oil & Gas, Inc.
2812 1st Avenue North, Suite 506
Billings, Montana 59101
February 8, 2011
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Attn: Alexandra M. Ledbetter
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Voyager Oil & Gas, Inc.
Registration Statement on Form S-3 (File No. 333-166402)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Voyager Oil & Gas, Inc. (the “Company”) requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 5:00 p.m., Eastern Time, on Thursday, February 10, 2011, or as soon thereafter as possible.
The Company hereby acknowledges 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.
| Sincerely, | |
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| VOYAGER OIL & GAS, INC. | |
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| By: | /s/ James Russell (J.R.) Reger |
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| James Russell (J.R.) Reger |
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| Chief Executive Officer |
