Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
December 1, 2011
Attn: Mr. Kevin Dougherty
Dear Mr. Dougherty:
Pursuant to Rule 477(a) and (b) of the Securities Act of 1933, as amended (the Securities
Act), we hereby withdraw the Registration Statement, on Form S-1, of WPX Energy, Inc.
(Registration No. 333-173808), effective as of the date hereof or as soon thereafter as
practicable.
Please be advised that the grounds on which this application for withdrawal is being made are
due to the decision by the Companys sole stockholder to proceed with a spin-off of the Companys
shares.
Please also be advised that no securities were sold in connection with the offering relating
to such Registration Statement, and that we may undertake a subsequent private offering of
securities in reliance upon Rule 155(c) of the Securities Act.
Please call the undersigned at (918) 573-2000 or Richard M. Russo at Gibson, Dunn & Crutcher
LLP (303) 298-5700 with any questions you may have.
Very truly yours,
WPX ENERGY, INC.
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/s/ James J. Bender
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By: |
James J. Bender |
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Title: |
General Counsel and Corporate Secretary |
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