SecProbe.io

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<TYPE>LETTER
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      December 7, 2005

Mr. Judson F. Hoover
Chief Financial Officer
Ness Energy International, Inc.
4201 East Interstate 20
Willow Park, Texas  76087

	Re:	Ness Energy International, Inc.
		Forms 10-KSB, 10-KSB/A1, 10-KSB/A2 and 10-KSB/A3
      for Fiscal Year Ended December 31, 2004
Filed March 31, 2005, April 8, 2005, April 18, 2005 and May 12,
2005
		Forms 10-QSB for Fiscal Quarters Ended
      March 31, 2005, June 30, 2005 and September 30, 2005
      Filed May 16, 2005, August 19, 2005 and November 29, 2005
      Response Letters Dated September 14, 2005 and November 16,
2005
		File No. 0-10301

Dear Mr. Hoover:

      We have reviewed your response letters and have the
following
comments.  We have limited our review of your filing to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Critical Accounting Policies, page 18

1. We note the expanded disclosure you have provided in response
to
prior comment number one included in our letter dated November 2,
2005 and prior comment number three included in our letter dated
July
13, 2005.  Please further expand your disclosure to address SAB
106
with respect to your accounting for asset retirement obligations
related to assets that are accounted for under the full cost
method.
In this regard, explain in detail how the adoption of Statement
143
impacts your accounting for oil and gas operations and
specifically
address each way that your application of full cost accounting has
changed as a result of adoption of Statement 143.  Note that your
disclosures and discussions should include, but are not limited
to,
how your calculation of the ceiling test and depreciation,
depletion,
and amortization are affected by the adoption of Statement 143.

Consolidated Statements of Cash Flows, page F-5

2. We note your response to prior comment three that the increase
is
a component of non-cash operating assets, and therefore reflected
as
part of cash flows from operations.  It appears from the tabular
presentation in Note 7 of your financial statements that the
amount
represents a revision during 2004 of your estimate of the asset
retirement obligation.  Please indicate whether the amount
included
in your statement of cash flows represents this revision.  If so,
please remove the related amounts from your statement of cash
flows
and appropriately report the related amounts as non-cash activity.

Note 2. Summary of Significant Accounting Policies, page F-6

Securities Issued for Property and Services

3. We reviewed your response to prior comment number four and do
not
believe you have addressed our comment.  We, therefore, reissue
prior
comment number four.  In this regard, note that you disclose at
page
F-10 that you account for the shares of common stock for services
under SFAS 123.  However, you disclose at page 6 that you account
for
share-based payments to employees, vendors or outside
consultants/contractors using APB Opinion No. 25.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Regina Balderas, Staff Accountant, at (202)
551-3722 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3683
with any other questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

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Mr. Judson F. Hoover
Ness Energy International, Inc
December 7, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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