[Goldman, Sachs & Co. Letterhead]
April 17, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Midstates Petroleum Company, Inc. |
Registration Statement on Form S-1
File No. 333-177966
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between April 9, 2012 and the date hereof 12,509 copies of the Preliminary Prospectus dated April 9, 2012 were distributed as follows: 8,914 to 15 prospective underwriters; 2,499 to 2,499 institutional investors; 10 to 4 prospective dealers; 1,082 to 1,082 individuals and 4 to 4 rating agencies.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m., Washington D.C. time on April 19, 2012 or as soon thereafter as practicable.
[Signature page follows]
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Very truly yours,
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. LLC
WELLS FARGO SECURITIES, LLC
As Representatives of the Prospective Underwriters
By: | /s/ Goldman, Sachs & Co. | |
(Goldman, Sachs & Co.) |
Underwriters Acceleration Request