Filed
pursuant to Rule 424(b)(3)
Registration
Number 333-128888
PROSPECTUS
SUPPLEMENT NO. 4
(To
the
Prospectus dated June 14, 2006)
50,000,000
Shares of
Common
Stock
___________________
This
Prospectus Supplement No. 4 supplements the prospectus dated
June 14, 2006, the Prospectus Supplement No. 1 dated August 15, 2006, the
Prospectus Supplement No. 2 dated November 14, 2006, and Prospectus Supplement
No. 3 dated November 30, 2006 (together, the "Prospectus"), relating to the
sale
by the holders of Common Stock of Rosetta Resources Inc. This Prospectus
Supplement should be read in conjunction with the Prospectus which is to
be
delivered with this Prospectus Supplement. If there is any inconsistency
between
the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
INVESTING
IN OUR COMMON STOCK INVOLVES RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 17 OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2005 AND ON PAGE 10 OF THE PROSPECTUS.
This
prospectus supplement is filed for the purposes of including the
information relating to production for 2006, proved reserves as of December
31,
2006, capital budget for 2007, updates to our hedging transactions and of
clarifying certain Selling Stockholders information.
______________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The
date
of this Prospectus Supplement is February 22, 2007.
On
February 20, 2007, Rosetta Resources Inc. (the “Company”)
released information regarding its total proved oil and natural gas reserves
as
of December 31, 2006, operations and production volume summaries for 2006
and
2007 guidance related to capital expenditures, production and drilling
activities.
The
Company’s estimated total proved oil and natural gas reserves as
of December 31, 2006 were 407.8 billion cubic feet of gas equivalents (Bcfe),
consisting of 390.2 Bcfe of natural gas and 2.9 million barrels (bbls) of
crude
oil and condensate.
The
2006 year end reserve number excludes 23.4 Bcfe of proved
reserves associated with the non-consent properties that have not yet been
conveyed to Rosetta by Calpine. These properties are those for which the
Company
withheld approximately $75 million from the purchase price it paid to Calpine
for all or substantially all of its oil and gas properties.
The
year end 2006 reserve number increased 14% over the year ended
December 31, 2005 number of 359 Bcfe, primarily due to organic drilling
activities. The estimated year end standardized measure of discounted future
net
cash flows was $721.7 million using a flat average natural gas and oil price
of
$5.84 per Mcf and $58.82 per bbl, respectively. This number does not include
the
year end pre-tax PV-10 value of the company’s hedging program of $75
million.
Our
capital expenditures were approximately $240 million in 2006,
including approximately $35 million relating to properties acquired during
2006,
most of which were made near the end of the year and did not contribute
significantly to 2006 production. For 2007, our estimated capital budget
for
organic growth is $250 million.
Rosetta’s
production for 2006 increased to 33.4 Bcfe for an average
of 92 MMcfe per day. This daily production equates to a 26% increase versus
the
73 MMcfe per day reported for the second half of 2005, which was the first
six
month period that Rosetta was a stand alone entity.
The
Company increased hedge volumes to some 65 Bbtu per day for the
April - December 2007 period. This includes some 55 Bbtu per day of fixed
price
swaps at an average price of $7.79/MMbtu and some 10 Bbtu per day of price
collars with floor and caps of $7.19 and $10.03 per MMbtu, respectively.
For
2008, some 50 Bbtu per day of fixed price swaps are currently in place at
an
average price of $7.62/MMbtu.
Selling
Stockholders
As
of February 22, 2007, the Selling Stockholder table included under
the Section "Selling Stockholders", which begins on page 27 in the Prospectus,
is revised to include certain selling stockholders who were inadvertently
omitted from the Selling Stockholders table in the Prospectus and the subsequent
omitted footnote.
|
Selling
Stockholder
|
Number
of Shares of Common Stock That
May Be Sold
|
Percentage
of
Common
Stock
Outstanding
|
|
Haussuann
Holdings N.V. (114)
|
24,200
|
*
|
(114)
Marc Hoegger is the director of this selling stockholder and is
deemed to hold investment power and voting control over the shares held by
this
selling stockholder.
_________________________________________________________________________________