Company Name: Damson Oil Corp.
Public Availability Date: Apr. 13, 1972

[INQUIRY LETTER]

STEEL & COHEN

745 FIFTH AVENUE

NEW YORK, N.Y. 10022

February 18, 1972

Division of Corporate Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re: Damson Oil Corporation

File #0-2062

Gentlemen:

On behalf of Damson Oil Corporation, a publicly held corporation whose common stock is registered under Section 12 (g) of the Securities Exchange Act of 1934 and is traded in the over-the-counter market. We hereby request an interpretive letter to assist certain stockholders of Damson Oil in complying with Rule 144 under the Securities Act of 1933.

In particular we wish to have an interpretation of Rule 144 (e)(3)(F) which, in setting forth the provisions for determining the permissible amount of securities which may be sold pursuant to the rule, states:

"When two or more other affiliates or other persons agree to act in concert for the purpose of selling securities of an issuer, all securities of the same class sold for the account of all such persons during any period of six months shall be aggregated for the purpose of determining the limitation on the amount of securities sold; and"

As approximately 75% of the outstanding common stock of Damson Oil Corporation is "restricted stock" and (we assume for the purpose of this interpretation only) may be eligible for sale under Rule 144 there is serious likelihood of the appearance of a disproportionate amount of this common stock on the market soon after Rule 144 becomes effective on April 15, 1972. As the market in Damson Oil common stock is "thin" such in influx of securities would, it is felt, create a serious disruption and distortion of this market.

To prevent this disruption management would like to obtain from the approximately twenty restricted stockholders who hold the bulk of the unrestricted stock an agreement that each such stockholder will not sell, in any one month, more than the greater of: (a) 500 shares or (b) 1/24 of such stockholder's position. In addition each stockholder who does not sell his maximum in any one month may apply the unsold balance to increase the permissible amount of subsequent months' sales. The consideration for the agreement would be the mutual effort to preserve an orderly market for everyone's benefit.

We should like to have an interpretation as to whether such an agreement on the part of each of the twenty or so largest restricted stockholders would be deemed to be an action "in concert for the purpose of selling securities" so as to require the aggregation of all such sales under Rule 144.

It would appear to us that the intention of the proposed agreement is to prevent a disruption of the trading market and thus consistent with the purposes of Rule 144.

Please call me collect if further information is required.

Very truly yours,

John H. Steel

JHS/mg

[STAFF REPLY LETTER]

April 13, 1972

John H. Steel, Esq.

Steel & Cohen

745 Fifth Avenue

New York, New York 10022

Dear Mr. Steel:

This is with reference to your letter of February 18, 1972 requesting an interpretation of subsection (c)(3)(F) of Rule 144 under the Securities Act of 1933. That subsection provides that:

"When two or more affiliates or other persons agree to act in concert for the purpose of selling securities of an issuer, all securities of the same class sold for the account of all such persons during any period of six months shall be aggregated for the purpose of determining the limitation on the amount of securities sold;"

In your letter you have indicated that the management of a corporation proposes to prevent the possible disruption of the trading market in the company's stock after Rule 144 becomes affective on April 15, 1972 by obtaining an agreement from approximately 20 holders of restricted stock to limit their sales of stock under the rule. Specifically, it is proposed that each such person agree not to sell, in any one month, more than the greater of: (a) 500 shares, or (b) 1/24th of his position.

In the opinion of the staff, an arrangement such as the one described above would appear to constitute an agreement to act in concert for the purpose of selling securities of the issuer. Accordingly, the sales of any persons who participate therein would appear to be limited by the aggregation provision of Rule 144(a)(3)(F).

I hope that the foregoing has been helpful to you. If we can be of any further assistances, please real free to write again.

Sincerely,

Peter J. [ Original Text Illegible ]

Attorney Adviser