SecProbe.io

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August 5, 2005

Mr. Frederick Dwyer
Vice President, Controller and Secretary
KCS Energy, Inc.
5555 San Felipe Road, Suite 1200
Houston, Texas 77056

Re:	KCS Energy, Inc.
		Registration Statement on Form S-4
      Filed July 5, 2005
	File No. 333-126393

Dear Mr. Dwyer:

      We have limited our review of the above filing to only the
areas
upon which we have issued comments.  Where indicated, we think you
should revise your documents 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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-4

General
1. The staff notes that you are registering the new notes in
reliance
on the staff`s position enunciated in Exxon Capital Holdings
Corporation, SEC no-action letter (available April 13, 1989);
Morgan
Stanley & Co. Incorporated, SEC no-action letter (available June
5,
1991) regarding resales; and Shearman & Sterling, SEC no-action
letter
(available July 2, 1993) with respect to the participation of
broker-
dealers.  Accordingly, with the next amendment please provide us
with
a supplemental letter:

(1) stating that the issuer is registering the exchange offer in
reliance upon these letters, and

(2) including statements and representations substantially in the
form
set forth in the Morgan Stanley and Shearman & Sterling no-action
letters.
      We may comment further upon reviewing your response.

Cover Page

2. We note that you have left blank the expiration date of the
offer
pending effectiveness of this registration statement.  As
currently
represented, the offer could be open for less than 20 full
business
days due to the 5:00 p.m. expiration time instead of an expiration
time of midnight on what may ultimately be the twentieth business
day.
Please confirm that the offer will be open for at least twenty
full
business days to ensure compliance with Rule 14e-1(a).  See Rule
14d-
1(g)(3).
3. Please confirm that the expiration date will be included in the
final prospectus disseminated to security holders and filed
pursuant
to the applicable provisions of Rule 424.

Cautionary Statement Regarding Forward-Looking Statements, page
iii

4. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Securities
Act
Section 27A(b)(2)(C) and Exchange Act Section 21E(b)(2)(C).
Therefore, please delete the reference to the safe harbor or state
explicitly that the safe harbor protections it provides do not
apply
to statements made in connection with the offer.

The Exchange Offer, page 31

Conditions to the Exchange Offer, page 37

5. We note that you may determine in your "sole discretion"
whether
certain offer conditions have occurred or are satisfied.  Please
revise to include an objective standard for the determination of
whether a condition has been satisfied.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy 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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jason Wynn at (202) 551-3756 or Tangela
Richter,
Branch Chief, at (202) 551-3685 with any questions.  Direct all
correspondence to the following ZIP code:  20549-7010.

Sincerely,

								Tangela S. Richter
								Branch Chief

      cc:  J. Wynn

            via facsimile
            Diana M. Hudson
            Andrews Kurth LLP
            (713) 220-4285
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Mr. Frederick Dwyer
KCS Energy, Inc.
August 5, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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