SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      July 5, 2005

Mr. Robert S. Herlin
President
Natural Gas Systems, Inc.
820 Gessner
Suite 1340
Houston, TX 77024

      Re:	Natural Gas Systems, Inc.
		Registration Statement on Form SB-2
      Filed June 6, 2005
		File No. 333-125564

Dear Mr. Herlin:

      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.

      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 filing.
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.

Selling Stockholders, page 35
1. Expand the table to include the natural persons with power to
vote
or to dispose of the securities offered for resale by the entities
that are listed as selling stockholders.  If more than one holder
is
listed as beneficial owner for the same securities, include
explanatory text or footnotes.  See Exchange Act Rule 13d-3; see
also
Instruction 8 to Item 403 of Regulation S-B.
2. Identify as underwriters all selling stockholders who are
registered broker-dealers.  Otherwise, confirm to us that all
securities being resold by registered broker-dealers constitute
compensation for investment banking services.  Identify as
underwriters all affiliates of registered broker-dealers that are
listed as selling stockholders unless you can confirm to us that
(1)
each purchased its securities in the ordinary course of business
and
(2) at the time of purchase, the stockholder had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Plan of Distribution, page 40

3. We note that the selling shareholders may engage in short sales
of
your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Experts, page 45
4. We note that you identify the name of an expert in connection
with
the reserve estimates disclosed on page F-14.  Identify the expert
in
this section.  Also, file as an exhibit the consent of the expert,
as
required by Item 601(b)(23) of Regulation S-B.

Financial Statements
5. Please revise to comply with Item 310 of Regulation S-B.  Refer
to
items III C. and III F. at:
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm.  We
will
resume our review after you have filed a satisfactory amendment.
Please call us to discuss this comment before responding to this
letter.

Engineering Comments

Risk Factors, page 3

Crude oil and natural gas development, re-completion of wells from
one
reservoir to another reservoir, and restoring wells to production
are
speculative activities and involve numerous risks and substantial
and
uncertain costs, page 8
6. You state, "Although we may discuss in this prospectus drilling
prospects that we have identified or budgeted for, we may
ultimately
not lease or drill these prospects within the expected time frame,
or
at all."  Amend your document to disclose all unleased prospects,
if
any, which you have discussed herein.

Management`s discussion and analysis of financial condition and
results of operations, page 14

Significant properties, estimated proved crude oil and natural gas
reserves, and future net revenues, page 18

7. You state that you engaged W.D. Von Gonten & Associates to
perform
independent reviews of your proved developed reserves.  On page
25,
you state Von Gonten "audits our reserves".  On page F-14, your
disclosed proved reserves are captioned "Proved Developed and
Undeveloped Reserves Prepared by W.D. Von Gonten & Co. Petroleum
Engineers".  Tell us which of these three terms is applicable to
this
filing.  Amend your document to eliminate the inconsistency in
usage
of these three terms and to explain the meaning of the applicable
terms in the context of petroleum reserve estimation.

Proved Reserves, page 19

8. Your table contains the sum of three acquisitions` reserve
volumes
even though each had a different effective date and, thus,
different
proved reserve economics.  Amend your document to:  eliminate the
summation of proved reserves estimated at different dates;
disclose
each acquisition, its associated proved reserves, purchase price
and
other information that you consider pertinent; explain or change
the
$8.17/MCF gas price - the Henry Hub spot price for January 1, 2004
was
$5.79/MMBTU.

Business, page 21

Business Activities, page 22

9. You state the advantages of focusing on reservoirs that are
shallower, more complex and have lower permeability.  Please
balance
this in your risk factors by disclosing that:  shallow reservoirs
usually have lower pressure and, necessarily, lower hydrocarbons
in
place; complex reservoirs are more difficult to analyze and
exploit;
low permeability reservoirs require more wells for development and
such wells have low, even uneconomic, production rates.

Tullos Field Area, page 26

10. You state, "Our current production rate is approximately 65
barrels of crude oil per day..."  Please amend your document here
and
elsewhere to include the dates to which these production rates
apply.

Glossary of Terms, page 46

11. Your definition of "Standardized Measure" references "PV-10".
Please amend your document to include PV-10 in your glossary.

Supplemental Oil and Gas Disclosures (Unaudited), page F-14

12. You combine extensions, discoveries and revisions to your
proved
reserve estimates into one line item.  As prescribed by paragraph
11
of Financial Accounting Standard 69, please amend your document to
disclose revisions as a line item separate from extensions and
discoveries and to explain the 270 MMCFG negative revision to your
July 1, 2004 proved gas reserves.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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.

      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 a 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.

      You may contact Barry Stem, Senior Assistant Chief
Accountant,
at (202) 551-3763 if you have questions regarding comments on the
financial statements and related matters.  Direct questions
relating
to the engineering comments to Ronald Winfrey, Petroleum Engineer,
at
(202) 551-3704.  Please contact Carmen Moncada-Terry at (202) 551-
3687
or, in her absence, Timothy Levenberg at (202) 551-3707 with any
other
questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry
	T. Levenberg
      B. Stem
      R. Winfrey

Mr. Robert S. Herlin
Natural Gas Systems, Inc.
July 5, 2005
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