Filed
pursuant to Rule 424(b)(3)
Registration
Number 333-128888
PROSPECTUS
SUPPLEMENT NO. 2
(To
the
Prospectus dated April 23, 2007)
50,000,000
Shares of
Common
Stock
____________________
This
Prospectus Supplement No. 2 supplements the prospectus dated April 23, 2007
and
the Prospectus Supplement No. 1 dated May 15, 2007 (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 13
OF
OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006 AND ON
PAGE
7 OF THE PROSPECTUS.
This
prospectus supplement is filed for the purposes of including the information
relating to the lawsuit filed by Calpine Corporation on June 29,
2007.
______________________
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 July 6, 2007.
On
June
29, 2007, Calpine Corporation (“Calpine”) filed a lawsuit against Rosetta
Resources Inc. (the “Company”) in the United States Bankruptcy Court for the
Southern District of New York. The complaint alleges that the
purchase by the Company of the domestic oil and natural gas assets formally
owned by Calpine (the “Assets”) in July 2005 for $1.05 billion, prior to
Calpine’s declaring bankruptcy, was for less than reasonably equivalent
value. Calpine is seeking (i) monetary damages for the alleged
missing value of these assets which it estimates to be approximately $400
million dollars, plus interest, or (ii) in the alternative, return of the
Assets
from the Company. The Company intends to deny and vigorously defend
against all claims made by Calpine and is further considering additional
steps
it may take to fully protect the Company’s interests.
The
Company vigorously denounces Calpine’s claims and believes them to be incorrect
and wholly unsupportable. The Company is confident that Calpine
received fair and reasonably equivalent value for the Assets and that the
Company will prevail in any litigation. The Company understands that
Calpine weighed and considered the value of and alternative transactions
with
respect to the Assets before electing to proceed with the sale of the Assets
at
the price Calpine established. The Company also understands Calpine
received one or more competing offers from third parties before agreeing
to the
sale of the Assets.