AMERAC ENERGY CORPORATION
1201 Louisiana, Suite 3350
Houston, Texas 77002-5609
Phone: (713) 308-5250
Fax: (713) 308-5285
January 28, 1998
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Amerac Energy Corporation Registration Statement on
Form S-3 (Registration No. 333-24643)
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3
(Registration No. 333- 24643) (the "Registration Statement") filed by Amerac
Energy Corporation, a Delaware corporation ("Amerac"), on April 4, 1997 and
declared effective by the Securities and Exchange Commission on May 2, 1997. In
accordance with the Amended and Restated Agreement and Plan of Merger, dated as
of November 17, 1997 (the "Merger Agreement"), by and among Southern Mineral
Corporation ("SMC"), SMC Acquisition Corp. ("Sub") and Amerac, effective upon
the filing today with the Secretary of State of the State of Delaware, Sub will
have merged with and into Amerac and Amerac will have become a wholly owned
subsidiary of SMC (the "Merger"). At such time, pursuant to and in accordance
with the Merger Agreement, all of the common stock, par value $.05 per share, of
Amerac outstanding immediately prior to the Merger (except as otherwise provided
in the Merger Agreement) will have been converted to the right to receive shares
of the common stock, par value $.01 per share, of SMC, and cash in lieu of any
fractional shares.
As a result of the Merger, Amerac hereby respectfully requests
that the Registration Statement be withdrawn in accordance with Rule 477(a) and
(c) and Rule 478(c) under the Securities Act of 1933, as amended.
Very truly yours,
AMERAC ENERGY CORPORATION
By: /s/ Kenneth R. Peak
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Kenneth R. Peak
Chief Financial Officer
and Treasurer
