formrw_01262010.htm
[SEC
CORRESPONDENCE]
Northern
Oil and Gas, Inc.
315
Manitoba Avenue – Suite 200
Wayzata,
Minnesota 55391
September
29, 2009
U.S.
Securities and Exchange Commission Via Edgar
and Overnight Courier
Division
of Corporation Finance
Attn:
Anne Nguyen Parker – Branch Chief
N.
Gholson
100 F Street NE
Mail Stop 7010
Washington, D.C. 20549-7010
Re: Northern
Oil and Gas, Inc.
Registration
Statement on Form S-3 (File No. 333-156458)
Application for Withdrawal of
Registration Statement
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”),
Nothern Oil and Gas, Inc. (the “Company”) hereby respectfully
requests withdrawal of its Registration Statement on Form S-3 (File
No. 333-156458), together with all exhibits and amendments thereto
(collectively, the “Registration Statement”). The
Registration Statement was initially filed with the Securities and Exchange
Commission (the “Commission”) on December 24,
2008.
The
Company is seeking withdrawal of the Registration Statement because the
shareholders who originally held all shares that were to have been registered by
the Registration Statement are eligible to sell those shares under Rule 144
promulgated under the Securities Act.
The
Company confirms that no securities have been or will be distributed, issued or
sold pursuant to the Registration Statement or the prospectus contained therein.
Furthermore, there was no circulation of preliminary prospectuses in connection
with the proposed transaction, and the Registration Statement was not declared
effective by the Commission. The Company requests, in accordance with
Rule 457(p) under the Securities Act, that all fees paid to the
Commission in connection with the filing of the Registration Statement be
credited to the Company’s account to be offset against the filing fee for any
future registration statement(s).
It is our
understanding that this application for withdrawal of the Registration Statement
will be deemed granted as of the date that it is filed with the Commission
unless, within fifteen days after such date, the Company receives notice from
the Commission that this application will not be granted.
Please
feel free to contact me at any time at 952-476-9800 with any further
questions.
Sincerely,
Northern Oil and
Gas, Inc.
/s/ Ryan R.
Gilbertson
Chief Financial
Officer