Energy Partners Ltd. Application for Withdrawal of Registration
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F
Street, NE
Washington,
DC 20549
Re:
Energy Partners, Ltd.—Application for Withdrawal of Registration
Statement
on Form S−4 (Registration No. 333-135965)
Ladies
and
Gentlemen:
In
accordance with Rule 477 under the Securities Act of 1933, as amended (the
“Securities Act”), Energy Partners, Ltd. (“EPL”) hereby respectfully makes this
application to withdraw its Registration Statement on Form S−4 (Registration No.
333-135965) filed with the Securities and Exchange Commission (the “Commission”)
on July 21, 2006, as amended, together with all exhibits thereto (the
“Registration Statement”), on the grounds such withdrawal is consistent with the
public interest and the protection of investors as contemplated by paragraph
(a)
of Rule 477 under the Securities Act.
EPL
filed
the Registration Statement with respect to the proposed issuance of its common
stock, $0.01 par value per share (“Common Stock”), in connection with the
proposed merger of EPL and Stone Energy Corporation (“Stone”). On October 12,
2006, prior to the effective date of the Registration Statement, EPL and Stone
agreed to terminate the Agreement and Plan of Merger dated June 22, 2006 among
EPL, EPL Acquisition Corp. LLC and Stone. As a result, EPL determined to
withdraw the Registration Statement. No shares of Common Stock were issued
or
sold pursuant to the Registration Statement. EPL requests in accordance with
Rule 457(p) under the Securities Act that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited for future
use.
Your
assistance in this matter is greatly appreciated. If you have any questions
regarding this application for withdrawal, please contact me at (504) 799-1908
or John Schuster of Cahill Gordon & Reindel LLP at (212)
701−3323.
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Sincerely,
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ENERGY
PARTNERS, LTD.
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By:
/s/
John H. Peper
John H. Peper
Executive Vice President, General
Counsel
and Corporate Secretary
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