January 30, 2012 | 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
CLIENT/MATTER NUMBER 038584-0127 |
VIA EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
| Re: | Whiting USA Trust II and Whiting Petroleum Corporation— |
| Amendment No. 1 to Registration Statement on Form S-1 and |
| Form S-3, respectively |
Ladies and Gentlemen:
On behalf of Whiting USA Trust II, a Delaware statutory trust (the “Trust”), and Whiting Petroleum Corporation, a Delaware corporation (“Whiting”), we are transmitting for filing under the Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 1 to the above-referenced Registration Statement, with exhibits, relating to the proposed initial public offering of the Trust’s units of beneficial interest in the Trust.
The Trust and Whiting are filing Amendment No. 1 in response to the comment letters of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated January 12, 2012 and January 20, 2012, with respect to the above-referenced Registration Statement. As requested by the Staff in the comment letters, the Trust and Whiting have prepared a memorandum setting forth its responses to the Staff’s comments, copies of which are filed herewith and being delivered to the Staff with courtesy copies of this filing.
Should any questions arise in connection with this filing, please contact the undersigned at (414) 319-7348 or John K. Wilson at (414) 297-5642.
Sincerely,
/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 DIEGO/DEL MAR SAN FRANCISCO SHANGHAI | SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |