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United States Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re:
Pease Oil and Gas Company;
Registration
Statement on Form S-4 File No. 333-95213
Request
for Withdrawal of Application
Ladies and Gentlemen:
Pease Oil and Gas Company (the “Company”), hereby requests pursuant to Rules 477 and 478(c) of Regulation C of the Securities Act of 1933, as amended, to withdraw from registration the registration statement on Form S-4, including all amendments and exhibits thereto (the “Registration Statement”) (Registration Statement No. 333-95213), filed by the Company with the Securities and Exchange Commission (the “Commission”). The Registration Statement is being withdrawn because the Plan and Agreement of Merger between the Company and Carpatsky Petroleum, Inc. has been terminated. There was no circulation of preliminary prospectuses or proxy statements in connection with the proposed merger, the Registration Statement was not declared effective by the Commission, and none of the Company’s securities were offered or sold pursuant to the Registration Statement.
The Company requests that the Commission consent to this application on the grounds that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.
Please provide the Company a facsimile copy of the order consenting to the withdrawal of the Registration Statement as soon as it is available. The facsimile number of the Company is (970) 243-8840.
If you have any questions regarding this request for withdrawal, please contact Alan W. Peryam, counsel for the Company, at (303) 866-0900.
Sincerely,
/s/ Patrick
J. Duncan
Patrick
J. Duncan
President
and Chief Executive Officer
cc: Alan W. Peryam, Esq.
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