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Securities and Exchange Commission
July 7, 2005
Page 1 of 7

July 07, 2005

Mr. Mark A Wojciechowski
Staff Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Division of Corporation Finance
Washington, D.C. 20549-0405
(202) 772-9220 (Fax)

      Re:  Quest Resource Corporation
           Form 10-KSBT/A for the Transition Period from June 1, 2004 to
           December 31, 2004
           Filed April 08, 2005
           Form 10-Q for the Fiscal  Quarter  Ended March 31, 2005
           Filed May 17,
           2005 File No. 000-17371

Dear Mr. Wojciechowski:

      In response to your review of Form  10-KSBT/A  for the  Transition  Period
from June 1, 2004 to December 31, 2004 and the Quarterly Report on Form 10-Q for
the Fiscal  Quarter  Ended March 31, 2005 for Quest  Resource  Corporation  (the
"Company"),  please  note the  following  reply.  The  paragraph  numbers  below
correspond to those in your.

Form 10-KSBT/A for the Transition Period from June l, 2004 to December 31, 2004
-------------------------------------------------------------------------------

Exploration and Production Activities, page 7
---------------------------------------------
Natural Gas and Oil Reserves, page 8
------------------------------------

Commission Comment:

      1. Your disclosure states that the table summarizing reserve estimates and
analysis of net proved reserves is in accordance  with SEC guidelines.  However,
the  measures  of Present  Value of Future Net Cash Flow that you present do not
agree  with  the  corresponding   amounts  presented  in  Note  18  --  SFAS  69
Supplemental Disclosures (unaudited).  For example, as of December 31, 2004, the
present value disclosed in the table is $401,100,000 as compared to $295,603,000
in Note 18. Please expand your disclosure to discuss the reasons the amounts are
different.

Registrant Response:

<PAGE>

Securities and Exchange Commission
July 7, 2005
Page 2 of 7

      The  table on page 8  presents  Future  Net  Cash  Flow  (after  operating
expenses)  of  $611,106,300  and  Present  Value  of  Future  Net  Cash  Flow of
$401,100,700   (both  amounts  presented  pre-tax)  at  December  31,  2004,  in
accordance with SEC guidelines for product  pricing.  The product price utilized
in the reserve  report was the last price received by the Company for the period
presented and the reserve  report pricing was maintained at a constant price for
the future periods that the reserve report represents.

      The  information  in Note 18 also  presents  the Future Cash Flows  Before
Income  Taxes  of  $611,106,000  (rounded).   The  $295,603,000  is  labeled  as
Standardized  Measure of Discounted Net Cash Flows (after  estimation for future
income  tax)  and as  such,  is not  presented  to be the  same  information  as
represented  by the  amount  of  $401,100,700  in the table on page 8. In future
filings, we will clarify the difference between these two numbers.

Commission Comment:

      2. In the  paragraph  following  the table,  you state that the future net
cash flow and  present  value of future  net cash flow  amounts do not take into
consideration  your  natural  gas  hedging  program.  Please tell us whether the
present value of future net cash flow amounts  presented in Note 18 exclude your
hedging program as well.

Registrant Response:

      The  information  presented  in Note 18 does not  take  into  account  the
effects of the Company's natural gas hedging program.

Financial Statements
--------------------

Commission Comment:

      3. Please include  financial  statements for that portion of the preceding
year that is  comparable to your  transition  period to comply with Exchange Act
Rule 13a-10(b), or explain to us why you believe this guidance does not apply to
you.

Registrant Response:

      Rule  13a-10(b)  permits a  registrant,  in lieu of  presenting  financial
statements  for that portion of the  preceding  year that is  comparable  to the
transition period to include a footnote,  which may be unaudited,  that provides
for the comparable  period of the prior year,  revenues,  gross profits,  income
taxes, income or loss from continuing  operations before extraordinary items and
cumulative  effect of a change in accounting  principles and net income or loss.
Although  this  information  was not  included  in a footnote  to the  financial
statements, the information was included in Item 6--"Management's Discussion and
Analysis or Plan of  Operation--Results  of  Operations"  on page 19 of the Form
10-

<PAGE>

Securities and Exchange Commission
July 7, 2005
Page 3 of 7

KSB-T/A. In future filings, we will include this information in a footnote to
the financial statements.

Principles of Consolidation and subsidiaries, page F-7
------------------------------------------------------

Commission Comment:

      4. Expand your  disclosure  to describe  more  thoroughly  the  accounting
treatment  that was  applied  to record the  formation  of Quest  Cherokee  LLC.
Regarding the membership  units of Quest  Cherokee LLC,  disclose your ownership
interest as well as Archlight's  ownership  interest,  and provide detail of the
pertinent rights and privileges of both the Class A and Class B units.

Registrant Response:

      Quest  Cherokee  was formed on  December  22,  2003 to own and operate the
Company's  oil  and gas  properties  in  southeastern  Kansas  and  northeastern
Oklahoma.  Upon its formation,  the Company contributed all of its properties in
the Cherokee Basin in exchange for 10,000 Class B Units in Quest  Cherokee.  The
transfer  of these  properties  was  treated as a  corporate  restructuring  and
recorded  at net book value as the Company  owned 100% of Quest  Cherokee at the
time of the transfer.  Cherokee Energy Partners,  LLC, an unrelated third party,
then contributed $100 in exchange for 10,000 Class A Units in Quest Cherokee.

      The Company  included a detailed  description of the material terms of the
ArcLight  investment and the documents  governing Quest Cherokee in the Form 8-K
filed on  January  6,  2004  that was  filed in  connection  with the  Company's
formation of Quest  Cherokee.  Since that time,  the Company has provided a more
limited  discussion of these items and referred investors to the January 6, 2004
Form 8-K for  additional  information.  Although the Company  believes that this
approach avoids the needless repetition of information that is readily available
to investors,  in future filings, we will provide a more detailed description of
the material terms of more limited discussion of these items.

Commission Comment:

5. Given your disclosure in the second paragraph on page 5, stating that "...the
Board of Directors and management of Quest Resource  Corporation do not have the
ability to control all of the  decisions  with respect to the operation of Quest
Cherokee,"  please explain to us in further detail how you determined you should
consolidate  Quest  Cherokee LLC into your  consolidated  financial  statements.
Include in your response a discussion as to what consideration you have given to
the provisions of FIN 46(R).

Registrant Response:

<PAGE>

Securities and Exchange Commission
July 7, 2005
Page 4 of 7

      FASB  Interpretation  No 46 (Revised in December 2003)  "Consolidation  of
Variable Interest  Entities" states that the key to consolidation is whether the
entities determined to be variable interest entities disburse the risk among the
parties involved. If those risks are not dispersed,  and therefore an enterprise
bears the majority of risk and rewards related to the variable  interest entity,
it should consolidate the variable interest entity.

      Since ArcLight has only $100 in members'  capital at risk, we believe that
substantially all of the risk resides with Quest Resource Corporation  requiring
that Quest  Cherokees  financial  statements  be  included  in the  consolidated
financial statements of Quest Resource Corporation.

Commission Comment:

      6.  Please  disclose  the  estimated   timing  of  the  repayment  of  the
subordinated  promissory  notes, and indicate when you expect the holders of the
subordinated  notes will reach an  internal  rate of return of 30% on their cash
invested.

Registrant Response:

      At this time the Company is unable to estimate the timing of the repayment
of the  subordinated  promissory  notes or when the holders of the  subordinated
notes will reach an internal  rate of return of 30% on their cash  invested.  As
disclosed   in   the   Form   10-KSBT/A   under    "--Capital    Resources   and
Liquidity--ArcLight  Transaction"  on  page  26 and in  Note 3 to the  financial
statements on page F-16,  Quest  Cherokee's  credit  agreement  prohibits  Quest
Cherokee from making any payments on the subordinated notes until Quest Cherokee
meets  certain  financial  covenants.  In addition,  the Company  currently  has
negative working capital. The Company currently intends to begin making payments
on the  subordinated  notes as soon as it is permitted to do so under the credit
agreement and its working  capital  situation  improves.  The Company  currently
discloses under "--Contractual Obligations" on page 28 of the Form 10-KSBT/A the
total amount that would be due on the  subordinated  notes at their  maturity in
October  2010 if no payments  of  principal  or  interest  are made on the notes
before that date. In future  filings,  the Company will expand its disclosure to
discuss  the  estimate  of the  timing  of  the  repayment  of the  subordinated
promissory  notes and when the holders of the  subordinated  notes will reach an
internal rate of return of 30% on their cash invested.

Note 17 -- Natural Gas Hedging Activities, page F-27
----------------------------------------------------

Commission Comment:

      7. Please  disclose the  estimated  amount of  unrealized  gains or losses
expected to be  reclassified  into earnings  within the next 12 months to comply
with the guidance in SFAS 133, paragraph 45(b)(2).

<PAGE>

Securities and Exchange Commission
July 7, 2005
Page 5 of 7

Registrant Response:

      The  disclosure  of the  estimated  amount of  unrealized  gains or losses
expected to be  reclassified  into earnings within the next 12 months is located
in the second  paragraph  following the table in the Change in  Derivative  Fair
Value section of Note 17. This  disclosure  was made on a net basis and reflects
(1) $9.5 million of estimated  unrealized losses for fixed-price  contracts that
are  expected  to  be  reclassified   into  earnings  as  actual  contract  cash
settlements are realized within the next 12 months,  based upon market prices at
December 31, 2004 and (2) $202,000 of  estimated  unrealized  gains for interest
rate swaps and caps that are expected to be reclassified into earnings as actual
contract cash  settlements  are realized  within the next 12 months,  based upon
market  prices at  December  31,  2004.  In future  filings,  we will label this
disclosure more clearly and report this information  separately under "--Natural
Gas Hedging Activities" and "--Interest Rate Hedging Activities".

Commission Comment:

      8. In the second  paragraph  following  the table,  you state you expect a
gain of $9.3  million  will be  recorded  in 2005  related to the  unwinding  of
previously  recognized net losses as the actual  contract cash  settlements  are
realized.  Please  disclose the reasons for the  difference  between the amounts
reflected in your  financial  statements  and your expected terms of settlement.
Tell  us the  authoritative  accounting  literature  you  believe  supports  the
recognition of this gain in 2005.

Registrant Response:

      As  discussed  above in response to comment No. 7, the $9.3 million is the
disclosure of the estimated  amount of unrealized gains or losses expected to be
reclassified  into earnings within the next 12 months.  It is a net number which
ties to the net amount of derivative assets and liabilities reflected as current
in the  December 31, 2004 balance  sheet.  In future  filings we will label this
disclosure more clearly and present this information  separately for natural gas
hedges and interest rate hedges.

Controls and Procedures, page 30
--------------------------------

Commission Comment:

9. Your discussion  regarding the effectiveness of your disclosure  controls and
procedures does not indicate the effective date of your chief executive  officer
and chief financial officers'  conclusion.  Please revise your filing to include
the effective date of the officers' conclusions. Refer to Item 307 of Regulation
S-B for further guidance.

Registrant Response:

<PAGE>

Securities and Exchange Commission
July 7, 2005
Page 6 of 7

      The  evaluations  by the  Company's  Chief  Executive  Officer  and  Chief
Financial  Officer of the  Company's  disclosure  controls  and  procedures  are
carried  out as of the end of the period  covered by each  report as required by
Item 307 of Regulations  S-B and  Regulation  S-K. The  certifications  filed as
Exhibits  31.1  and  31.2  to each  of the  Company's  filings  state  that  the
evaluations  were  done as of the end of such  periods.  In  addition,  the Form
10-QSB for the quarter ended November 30, 2004 and the Form 10-Q for the quarter
ended  March 31,  2005 both  contained  a  statement  in the body of the  report
indicating  that the  review was  conducted  as of the end of the  period.  This
statement was  inadvertently  omitted from the Form 10-KSB-T/A.  We will include
this statement in future filings.

Commission Comment:

      10. We note your  statement  that your chief  executive  officer and chief
financial  officer  "concluded  that  the  Company's   disclosure  controls  and
procedures  were  effective  in all  material  respects  to  provide  reasonable
assurance that the information  required to be disclosed in the reports that the
Company  files  or  submits  under  the  Exchange  Act is  recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange  Commission rules and forms." Please note that this disclosure includes
only a portion of the  definition  of  disclosure  controls  and  procedures  as
defined in the Exchange Act Rule 13a-15(e) or 15d-15(e).  Revise your disclosure
to state,  if true,  that  your  disclosure  controls  and  procedures  arc also
effective  to ensure that  information  required to be  disclosed in the reports
that you file or submit under the Exchange Act is accumulated  and  communicated
to your management,  including your chief executive  officer and chief financial
officer, to allow timely decisions regarding required disclosure.

Registrant Response:

      The  certifications  filed  as  Exhibits  31.1  and  31.2  to  each of the
Company's  periodic reports state that the Company's Chief Executive Officer and
Chief  Financial  Officer have evaluated the Company's  disclosure  controls and
procedures (as defined in Rules  13a-15(e) and  15d-15(e)).  As such, all of the
disclosure controls and procedures have been evaluated. We had viewed the second
sentences of Rules  13a-15(e)  and  15d-15(e) to be an  illustrative  listing of
items that were included within the definition  contained in the first sentences
of each of these rules. Thus, we did not view the omission of such sentence from
the  discussion  of the  evaluation  of the  Company's  disclosure  controls and
procedures to be a substantive  omission.  In future filings, we will expand our
disclosure of the  evaluation  of the  disclosure  to  specifically  include the
additional  language  contained in the  definition  of  disclosure  controls and
procedures in Rules 13a-15(e) and 15d-15(e).

   The Company hereby acknowledges the follo