January 31, 2006

Mr. James J. Volker
Chairman, President and Chief Executive Officer
Whiting Petroleum Corporation
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300

Re:	Whiting Petroleum Corporation
		Amendment No. 2 to Registration Statement on Form S-4
      Filed January 25, 2006
	File No. 333-129942

			Form 10-K for the Fiscal Year Ended December 31,
2004
      Filed February 28, 2005
	File No. 01-31899

Dear Mr. Volker:

      We have limited our review of the above filings and response
letter dated January 25, 2005 to only the areas upon which we have
issued comments.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4, as amended

General

1. Please note that we continue our engineering review.
Additional
comments, if any, will be sent under separate cover.

Note 3 - Pro Forma Adjustments for Nine Months Ended September 30,
2005

2. We note your response to our prior comment number four.  It
appears you have included amounts representing projections related
to
exploration and general & administrative costs.  Please note that
projections are not contemplated by Article 11 of Regulation S-X.
Please modify your pro forma information to include only those
items
that are directly attributable to each specific transaction.  For
example, items relating to specific contractual arrangements
arising
from the transaction, purchase accounting adjustments, etc.
Please
contact us if you need additional clarification.

Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements

Note 1 - Summary of Significant Accounting Policies

	Oil and Gas Producing Activities, page 49

3. We note your response to our prior comment number seven.
Please
expand your disclosure to discuss your accounting treatment
relative
to seismic costs incurred in connection with development
activities.
Please address how you determine the amount of seismic data costs
to
be capitalized.  Please note that we would expect the
capitalization
of seismic costs to be limited to the following criteria:

* The 3-D seismic data costs necessary to ascertain the well
location
of a development well within an area of proved reserves.

* It is our understanding, that a minimum area of seismic data is
necessary to determine a development well location.  We would
expect
that any amount of 3-D seismic data costs incurred in excess of
these
blocks that can not be attributed to a development well location
within proved reserves, shall be expensed as incurred.

* To the extent a 3-D seismic shoot covers areas of proved and
unproved reserves (regardless of the degree of probability that
the
unproved reserves will eventually be proved), the costs of the
seismic shoot should be proportionally allocated between
exploration
costs and development costs.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Kevin Stertzel at (202) 551-3723 or, in his
absence, Jill Davis, Branch Chief, at (202) 551-3683 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Ronald Winfrey, Petroleum Engineer, at
(202)
551-3704 if you have questions regarding the engineering comments.
Please contact Jason Wynn at (202) 551-3756 or, in his absence, me
at
(202) 551-3740 with any other questions.  Direct all
correspondence
to the following ZIP code:  20549-7010.


									Sincerely,


									H. Roger Schwall
									Assistant Director


      cc:  J. Wynn
            K. Stertzel
      J. Davis
      R. Winfrey

            via facsimile
      Paul Jones
            Foley & Lardner LLP
            (414) 297-4900
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Mr. James J. Volker
Whiting Petroleum Corporation
January 31, 2006
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010