| | | | | |
| | | | FOLEY & LARDNER LLP
ATTORNEYS AT LAW |
| | | | | 777 EAST WISCONSIN AVENUE |
| | | | | MILWAUKEE, WI 53202-5306 |
| | | | | 414.271.2400 TEL |
| | | | | 414.297.4900 FAX |
| | | | | www.foley.com |
| | | February 10, 2006 | | |
| | | | | WRITER’S DIRECT LINE |
| | | | | 414.297.5553 |
| | | | | pjones@foley.com Email |
| | | | | |
| | | | | CLIENT/MATTER NUMBER |
| | | | | 038584-0117 |
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
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| Re: | | Whiting Petroleum Corporation |
| | | Registration Statement on Form S-4 (Reg. No. 333-129942) |
Ladies and Gentlemen:
On behalf of Whiting Petroleum Corporation, a Delaware corporation (the “Company”), we are transmitting for filing under the Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 3 to the above-referenced registration statement, with exhibits, relating to a proposed offer to exchange the Company’s new 7% Senior Subordinated Notes due 2014, which will be registered under the Securities Act, for an equal principal amount of the Company’s outstanding 7% Senior Subordinated Notes due 2014.
The Company paid the $29,425 prescribed registration fee with the filing of the above-referenced registration statement on November 23, 2005.
The Company is filing Amendment No. 3 in response to the comment letter of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated January 31, 2006, with respect to the Company’s annual report on Form 10-K for the year ended December 31, 2004 and the above-referenced registration statement. As requested by the Staff in the comment letter, the Company has prepared a memorandum setting forth its responses to the Staff’s comments, copies of which are filed herewith and are 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) 297-5553, Benjamin F. Garmer, III at (414) 297-5675 or John K. Wilson at (414) 297-5642.
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| | Very truly yours,
| |
| | /s/ Paul J. Jones
| |
| | Paul J. Jones | |
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| cc: | | Whiting Petroleum Corporation |
| | | Working Group |
| | | | | | | | | |
| BOSTON | | JACKSONVILLE | | NEW YORK | | SAN DIEGO/DEL MAR | | TAMPA |
| BRUSSELS | | LOS ANGELES | | ORLANDO | | SAN FRANCISCO | | TOKYO |
| CHICAGO | | MADISON | | SACRAMENTO | | SILICON VALLEY | | WASHINGTON, D.C. |
| DETROIT | | MILWAUKEE | | SAN DIEGO | | TALLAHASSEE | | WEST PALM BEACH |
