SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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September 8, 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.
		Amendment No. 1 to Registration Statement on Form S-4
      Filed August 23, 2005
	File No. 333-126393

Dear Mr. Dwyer:

      We have limited our review of the above filing and your
response
letter dated August 23, 2005 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.

Form S-4, as amended

The Exchange Offer, page 31

Conditions to the Exchange Offer, page 37

1. We note your response to our prior comment 5 from our letter
dated
August 5, 2005.  We reissue our prior comment because your revised
disclosure stating that you may determine in your "sole reasonable
discretion" whether certain offer conditions have occurred or
exist
does not constitute an objective standard for the determination of
whether a condition has been satisfied.  Please revise to provide
a
standard based on objective criteria that allows a security holder
to
be able to verify that 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,

								H. Roger Schwall
								Assistant Director

      cc:  J. Wynn
                  T. Richter

            via facsimile
            Diana M. Hudson
            Andrews Kurth LLP
            (713) 220-4285
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Mr. Frederick Dwyer
KCS Energy, Inc.
September 8, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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