Rosetta Resources 8-K Regulation FD Disclosure

Annual Shareholders Meeting

Houston – May 15, 2007

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Forward-Looking Statements

All statements, other than statements of historical fact, included in this press release are “forward-looking”statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the intent, belief or current expectations of Rosetta Resources Inc. and its subsidiaries (the “Company”) and its management. These forward-looking statements are based upon current expectations and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those herein described. Accordingly, Recipients are cautioned that these forward-looking statements are not guarantees of future performance. Please refer to Company’s risks, uncertainties and assumptions as it discloses from time to time in the Company’s reports and registration statements filed with the SEC, including the risk factors identified in its Annual report on Form 10-K for the year ended December 31, 2006, which can also be found on the Company’s website at www.rosettaresources.com.  The Company undertakes no duty to update the information contained herein except as required by law.

Forward Looking Statements

Issuer Free Writing Prospectus                                                                                            

Filed Pursuant To Rule 433                                                                                                         

Registration Statement No. 333-128888                                                                                     

May 15, 2007

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717 TEXAS AVENUE    

Houston, TX 77002

                  Houston Headquarters                    

Corporate Profile

1.

Established Rosetta July 7, 2005

2.

Stock Trades on NASDAQ, Symbol:  “ROSE”

3.

Shares Outstanding = 50.8 Million

4.

Market Cap Value = $1.2 Billion (as of 05/10/07)

5.

Enterprise Value = $1.4 Billion  (as of 05/10/07)

6.

Total Producing Wells:  Over 800

7.

Proved Reserves at 12/31/2006 = 408 BCFE (96% gas)

8.

Company Operates Over 90% of Value

9.

530 Remaining Drillable Locations

10.

Historical Drilling Success:   85%

11.

Management has a proven track record

- 136 Employees

- Principal Offices: Houston, Texas & Denver, Colorado

- Field Offices: Rio Vista, California & Laredo, Texas

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:  

  408 BCFE *

 * Reserve number excludes 23.4 Bcfe of proved reserves

    associated with the Calpine non-consent properties

Growing Reserve Base

(as of 12/31/06)

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Increase 2007 net production by 36% over 2006 level to 46

BCFE or 125 MMCFE/D

 Add one new growth area…

 Drill 195 gross wells

 Invest $250 million of capital

2007 Organic Goals

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2006 Actual

2007 Budget

Total Cap Ex = $240.6

Total Cap Ex = $250.0

($ Millions)

Capital Expenditures

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	12/31/06
Sacramento Basin	112
DJ Basin	193
San Juan Basin	40
Utah	8
Lobo	90
Perdido	52
Offshore	5
State Waters	12
Other	22
Total	534

Drillable Locations

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2007 Year – To – Date Highlights

Main Pass 118 and 29 were put on production

Drilling South Timbalier 293-1 well

Drilled 15 Lobo wells – 12 productive

Completed four Perdido wells & two are drilling

 Drilled and completed Sabine Lake #30-1 and #30-2

Completed the $40 million OPEX acquisition in the Sacramento Basin

In the Sacramento Basin:  drilled 7 successful wells, evaluated Bradford Island 3D

In the DJ Basin:  drilled 30 wells – 26 productive

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Forecast

2006 to 2007

36%

92 MMcfe/D

125 MMcfe/D

Production (MMcfe/d)

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36%

$1.16

$1.24

$1.04

$1.08

$1.00

$0.90

Total Lifting Costs (Per MCFE)

F I N A N C I A L

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Financial Quarter Results

	1Q 06	1Q 07
Average Production (MMcfe/Day)	85.4	108.1
Realized Price ($/MCFE)	$8.40	$7.79
Total Revenues ($MM)	64.5	$75.8
Net Income ($MM)	9.5	14.0
EPS Diluted ($/Share)	0.19	0.28
Average Shares Outstanding<MM> (Diluted)	50.4	50.5

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(1)

⁽¹⁾  Per Quarter Average

Shareholder Value

Net Income (MM$)

EPS ($)

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	2006	Q1 - 2007	Target 2007
COSTS/MCFE
Direct LOE	$0.65	$0.58	$0.62
Ad-Valorem Tax	0.20	0.17	0.20
Workover	0.19	0.11	0.11
Insurance	0.04	0.04	0.04
Total Lifting Costs	$1.08	$0.90	$0.97
Production Tax	0.19	0.10	0.19
TG&M	0.15	0.15	0.13
G&A (1)	0.82	0.69	0.64
Interest	0.39	0.35	0.32
Total Cash Costs	$2.63	$2.19	$2.25

Includes costs of becoming Public company (2006 only), SOX implementation and Calpine related transaction costs.  Excludes Option Expense

Cost Structure ($/Mcfe)

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	March 31, 2007
Cash and Cash Equivalents	$50.9
Total Assets	$1,238.5
Long Term Debt	$240.0
Stockholder’s Equity	$814.4
Debt/Total Capital	23%

Financial Highlights (in Millions)

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Hedged 65 BBTU/D for 2007 with swaps at 55 BBTU/D with average price of $7.79 and collars of 10 BBTU/D $7.19/10.03

Revolving line of credit – conforming borrowing base of $350 mm.

Revised up by $25 mm in May of 2007.

$184 million unused capacity.

Currently have $240 million debt outstanding.

 Revolving Credit  $165

 Second Lein Term Loan     75

                                                               $240  

Protected 55 BBTU/D of estimated 2008 natural gas with 55 BBTU/D swapped at $7.66

Financial Flexibility to Grow