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September 12, 1996
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Attention: Kim Do
Re: Request for Withdrawal
Dear Ms. Do:
As requested by the staff of the Securities and Exchange Commission
(the "Commission"), we request that the Commission permit withdrawal pursuant to
Rule 477 under the Securities Act of 1933 (by application contained in this
letter) of Post-Effective Amendment No. 1 to Patina Oil & Gas Corporation's
("Patina's") Registration Statement on Form S-4 (Registration No. 333-00572), as
filed with the Commission on August 27, 1996, and substitute therefor the
Post-Effective Amendment No. 1 to such Registration Statement that is being
filed with the Commission today (the "Current Post-Effective Amendment"). The
Current Post-Effective Amendment is being filed in accordance with the
undertakings contained in such Registration Statement to remove from
registration all of the remaining shares of Patina's 7 1/8% Convertible
Preferred Stock which were not issued pursuant to such Registration Statement.
A new Registration Statement on Form S-4 is being filed today by Patina to
reregister the shares of Patina's 7 1/8% Convertible Preferred Stock that are
being withdrawn.
Please do not hesitate to contact our counsel, Ronald Astin of Vinson
& Elkins, Houston, Texas ((713) 758-3615), if you should have any questions.
Sincerely,
/s/ David J. Kornder
David J. Kornder
Vice President and Chief Financial Officer
Patina Oil & Gas Corporation
