Registration Withdrawl

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Shxgr/qxxyNzdA+xqEnjvbqA+9GVYLIbz7wB7nVoyPqUWF3wyIcLUbffWuprVnyU RDwySLSqbc6edga7FKjsxw== 0001193125-08-109925.txt : 20080509 0001193125-08-109925.hdr.sgml : 20080509 20080509165130 ACCESSION NUMBER: 0001193125-08-109925 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Baseline Oil & Gas Corp. CENTRAL INDEX KEY: 0001291983 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 300226902 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-148221 FILM NUMBER: 08819320 BUSINESS ADDRESS: STREET 1: 16161 COLLEGE OAK, SUITE 101 CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: 210-408-6019 EXT 2 MAIL ADDRESS: STREET 1: 16161 COLLEGE OAK, SUITE 101 CITY: SAN ANTONIO STATE: TX ZIP: 78249 FORMER COMPANY: FORMER CONFORMED NAME: College Oak Investments, Inc. DATE OF NAME CHANGE: 20040527 RW 1 drw.htm REGISTRATION WITHDRAWL Registration Withdrawl

Baseline Oil & Gas Corp.

411 North Sam Houston Parkway East

Suite 300

Houston, Texas 77060

May 9, 2008

VIA EDGAR and FACSIMILE

H. Roger Schwall, Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Baseline Oil & Gas Corp. (Registration No. 333-148221);

Application for Withdrawal of Registration Statement on Form SB-2, as

amended by Amendment No. 1 on Form S-3

Dear Mr. Schwall:

Baseline Oil & Gas Corp. (“Registrant”) hereby requests the withdrawal, effective immediately, of that Registration Statement on Form SB-2 (File Number 333-148221), originally filed by Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on December 20, 2007, as amended by Amendment No. 1 thereto on Form S-3 filed with the Commission on March 6, 2008 (collectively, the “Registration Statement”). No securities were sold in connection with the Registration Statement.

Registrant’s decision to submit an application for withdrawal is based upon a number of reasons, principal among them the availability of the exemption from registration under the Securities Act of 1933 provided by Rule 144, as amended effective February 15, 2008.

Registrant also informs the Commission that it may undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.


Sincerely,

Baseline Oil & Gas Corp.

By:		/s/ Patrick H. McGarey
		Patrick H. McGarey,
		Chief Financial Officer

cc:	Sean Donahue (Securities and Exchange Commission)

Matt S. Cohen, Esq. (Thompson & Knight, LLP)

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