This Amendment No. 11 to Schedule 13D modifies and supplements the Schedule 13D (the ‘‘Statement’’) initially filed on July 22, 1997, amended and restated in its entirely by Amendment No. 1 to the Statement filed July 30, 1997, and further amended by Amendment No. [sic] 1 to the Statement filed on June 12, 1998, Amendment No. 3 to the Statement filed on January 21, 1999, Amendment No. 4 to the Statement filed October 20, 1999, Amendment No. 5 to the Statement filed on June 27, 2001, Amendment No. 6 to the Statement filed on April 9, 2002, Amendment No. 7 to the Statement filed on April 29, 2002, Amendment No. 8 to the Statement filed on September 28, 2004, Amendment No. 9 to the Statement filed on March 3, 2005 and Amendment No. 10 to the Statement filed on May 3, 2006 with respect to the common stock, $0.01 par value per share (the ‘‘Common Stock’’), of GULFPORT ENERGY CORPORATION, a Delaware corporation (the ‘‘Company’’). Except to the extent supplemented by the information contained in this Amendment No. 11, the Statement, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 5.	Interest in Securities of the Issuer.

Since the date of the last amendment to the Statement filed as aforesaid, the Company effected a public offering of 1,150,000 shares of Common Stock, in which CD Holding Company, LLC purchased an aggregate of 529,000 shares at the public offering price of $11.92 per share.

As result of the foregoing, CD Holding Company, LLC and Charles E. Davidson may be deemed to beneficially own the respective percentages and numbers of outstanding shares of Common Stock set forth below (on the basis of 35,155,232 shares of Common Stock issued and outstanding, which, based upon information and belief, is the number of Shares currently outstanding):

1.

CD HOLDING COMPANY, LLC

(a)

Aggregate number of shares of Common Stock beneficially owned: Percentage:            39.0%

(b)

1.

Sole power to vote or to direct vote:            -0-

2.

Shared power to vote or to direct vote:            13,724,478

3.

Sole power to dispose or to direct the disposition:            -0-

4.

Shared power to dispose or to direct the disposition:            13,724,478

(c)

Other than as reported above, there were no transactions by CD Holding Company, LLC in connection with the Common Stock during the past 60 days.

(d)

CD Holding Company, LLC may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock.

(e)

Not applicable.

2.

CHARLES E. DAVIDSON

(a)

Aggregate number of shares of Common Stock beneficially owned: Percentage:            41.3%

(b)

1.

Sole power to vote or to direct vote:            14,535,435

2.

Shared power to vote or to direct vote:            0

3.

Sole power to dispose or to direct the disposition:            14,535,435

4.

Shared power to dispose or to direct the disposition:            0

(c)

Other than as reported above, there were no transactions by Mr. Davidson in connection with the Common Stock during the past 60 days.

(d)

Mr. Davidson may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock.

(e)

Not applicable.

Charles E. Davidson may, by reason of his status as manager of CD Holding Company, LLC, be deemed to own beneficially the Common Stock of which CD Holding Company, LLC possesses beneficial ownership.

* * * * *

Page 4 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 5, 2007

			CD HOLDING COMPANY, LLC
			By:			/s/ Charles E. Davidson
						Name:			Charles E. Davidson
						Title:			Manager
			/s/ Charles E. Davidson
			CHARLES E. DAVIDSON

Page 5 of 5 Pages

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