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CORRESP
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December
21, 2005

MEMORANDUM

  TO:

  Division of Corporation Finance

  Securities and Exchange
  Commission

  FROM:

  Edge Petroleum Corporation

  RE:

  Edge Petroleum Corporation: Form 10-K
  for the Fiscal Year Ended

  December 31, 2004

  Filed March 16, 2005

  File No. 0-22149

  Response to the SEC Staff
  Comments dated December 8, 2005

                We
are responding to comments received from the staff of the Division of
Corporation Finance of the Securities and Exchange Commission by letter dated
December 8, 2005 regarding the filing listed above. For your convenience, our
responses are prefaced by the staff’s corresponding comment in italicized text.

With respect to the Staff’s
comments, we request that, in lieu of changes to the 2004 Form 10-K, the Staff consider
instead the Company’s proposal to include the clarifying disclosures described
below in the upcoming 2005 Form 10-K filing in response to the Staff’s
comments.

                We
respectfully request that the staff review our responses to its comments at its
earliest convenience.

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

Oil and Natural Gas
Reserves, page 5

1.              We note
that you include within your filing a measure for estimate future net revenue
before income taxes, which represents a non-GAAP measure. As such, please
provide all disclosures required by Item 10-(e) of Regulation S-K. The
disclosures should include a reconciliation to the most direct comparable GAAP
financial measure, which would be the standardized measure of discounted future
net cash flows relating to proved oil and gas reserve quantities as set forth
in paragraph 30 of SFAS 69.

In Items 1 and 2 of our
future Annual Reports on Form 10-K we will provide a reconciliation of this
measure to the standardized measure of discounted future net cash flows
relating to proved oil and gas reserve quantities as presented in the “Supplementary
Financial Information on Oil and Natural Gas Exploration,

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Development and Production
Activities” footnote related to SFAS No. 69 requirements and disclosure
describing why we include this non-GAAP measure.  The following is an example of the disclosure
we contemplate including (using data for the year 2004 for purposes of
illustration):

  Proved Reserves

  Developed

  Undeveloped

  Total

  Oil and condensate (MBbls)

  2,698

  1,094

  3,792

  Natural gas (MMcf)

  50,698

  15,613

  66,311

  Total Mmcfe

  66,886

  22,177

  89,063

  Estimated future net
  revenue before income taxes

  $

  290,766,221

  $

  83,221,295

  $

  373,987,516

  Present value of estimated future net revenue before income taxes
  (discounted 10% annum)

  $

  198,322,069

  $

  55,568,791

  $

  253,890,860

  Future income taxes
  (discounted at 10% annum)

  (29,534,458

  )

  (7,485,389

  )

  (37,019,847

  )

  Standardized measure of discounted future net cash flows

  $

  168,787,611

  $

  48,083,402

  $

  216,871,013

“Management believes that
the presentation of the present value of future net cash flows attributable to
estimated proved reserves, discounted at 10% per annum (the “PV-10 Value”), may
be considered a non-GAAP financial measure as defined in Item 10(e) of
Regulation S-K, therefore the Company has included this reconciliation of the
measure to the most directly comparable GAAP financial measure (Standardized
measure of discounted future new cash flows). Management believes that the
presentation of PV-10 Value provides useful information to investors because it
is widely used by professional analysts and sophisticated investors in
evaluating oil and gas companies. Because many factors that are unique to each
individual company may impact the amount of future income taxes to be paid, the
use of the pre-tax measure provides greater comparability when evaluating
companies. It is relevant and useful to its investors for evaluating the
relative monetary significance of the Company’s oil and natural gas properties.
Further, investors may utilize the measure as a basis for comparison of the
relative size and value of the Company’s reserves to other companies.
Management also uses this pre-tax measure when assessing the potential return
on investment related to its oil and natural gas properties and in evaluating
acquisition candidates. The PV-10 Value is not a measure of financial or operating
performance under GAAP, nor is it intended to represent the current market
value of the estimated oil and natural gas reserves owned by the Company. PV-10
Value should not be considered in isolation or as a substitute for the

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standardized measure of
discounted future net cash flows as defined under GAAP.”

Selected Financial Data,
page 29

2.              Please
expand your disclosures related to EBITDA to address the reasons why you
believe presentation of EBITDA provides useful information to investors
regarding your financial condition and results of operations. The justification
for use of the measure must be substantive and not boilerplate. Merely
indicating that the measure us use by, or useful to, investors is not
sufficient support for disclosure of the measure.

In accordance with the Staff’s
request, we intend to expand our footnote disclosure regarding the EBITDA
non-GAAP measure in our future Annual Reports on Form 10-K to read as follows:

“EBITDA is defined as net income (loss)
before cumulative effect of accounting change, interest expense and
amortization of deferred loan costs (net of interest income and amounts
capitalized), income tax expense, depletion, depreciation and amortization and
accretion expense. EBITDA is a financial measure commonly used in the oil and
natural gas industry, but is not defined under accounting principles generally
accepted in the United States of America (“GAAP”). EBITDA should not be
considered in isolation or as a substitute for net income, operating income,
cash flows from operating activities or any other measure of financial
performance presented in accordance with GAAP or as a measure of a company’s
profitability or liquidity. Because EBITDA excludes some, but not all, items
that affect net income, this measure may vary among companies. The EBITDA data
presented above may not be comparable to a similarly titled measure of other
companies. Our management believes that EBITDA is a meaningful measure to
investors and provides additional information about our ability to meet our
future liquidity requirements for debt service, capital expenditures and
working capital. In addition, management believes that EBITDA is a useful
comparative measure of operating performance and liquidity.  For example, debt levels, credit ratings and,
therefore, the impact of interest expense on earnings vary in significance
between companies. Similarly, the tax positions of individual companies can
vary because of their differing abilities to take advantage of tax benefits,
with the result that their effective tax rates and tax expense can vary
considerably. Finally, companies differ in the age and method of acquisition of
productive assets, and thus the relative costs of those assets, as well as in
the depreciation or depletion (straight-line, accelerated, units of production)
method, which can result in considerable variability in depletion, depreciation
and amortization expense between companies. Thus, for comparison purposes,
management believes that EBITDA can be useful as an objective and comparable
measure of operating profitability and the contribution of operations to
liquidity because it excludes these elements.”

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Consolidated Financial
Statements, page, F-1

Consolidated Statements of
Operations, page F-4

3.              It is
not appropriate to display deferred compensation expense as a separate line
item in the statements of operations. Allocate deferred compensation expense to
your operating expense line items as appropriate in order to present the
expense related to repriced options and restricted stock in the same line items
as cash compensation paid to the same employees.

All cash salaries and
related cash compensation paid to our employees are included in the “Other
general and administrative” expense line item on our Consolidated Statements of
Operations. We segregate our non-cash deferred compensation within “General and
Administrative Expenses” in total due to the volatility that certain accounting
requirements add to these items.
Segregating the items enables investors to better understand and track
the volatility. In addition, the format in our 2004 10-K was developed in
response to Comment No. 68 in a Comment Letter from the Staff of the Division
of Corporation Finance dated July 25, 2003. The Staff’s Comment, our response
and the Statement of Operations in the relevant disclosure document before and
after the comment will be provided to the staff under separate letter sent
FedEx on December 21, 2005.  In our
format prior to responding to the comment, the Deferred Compensation line items
were not categorized within “General and Administrative Expenses,” rather
presented as separate line items on the Statements of Operations. We chose the
Staff’s suggestion in paragraph (c) to comment 68 and revised the format to
present Deferred Compensation as components of “General and Administrative
Expenses” and received no further comment from the Staff.  On the basis of the foregoing, we would respectfully
propose to maintain the current presentation in our future financial
statements.

Note 6. Acquisitions and
Divestitures, page F-14

4.              Please
remove 2002 from your table presenting the unaudited pro forma effects of the
Contango Asset Acquisition. Refer to paragraphs 54(b) and 55 of SFAS 141 for
additional guidance.

After review, we agree that
2002 should not be presented. In our Annual Report on Form 10-K for 2005, we
will present pro forma information only for 2004.  With regard to the 2004 Annual Report on Form
10-K, we note that because the calculation of pro forma results of operations
was performed using January 1, 2002 as the theoretical acquisition completion
date for comparative financial statements, the depletion amounts change when using
January 1, 2003 as the theoretical acquisition completion date, which affects
the reported pro forma net income and EPS amounts as follows:

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  For the Year-Ended December 31,

  2004

  2004

  2003

  2003

  As Reported

  As
 Revised

  As

  Reported

  As

  Revised

  (unaudited)

  (In
  thousands, except per share amounts)

  Revenue

  $

  89,941

  $

  89,941

  $

  65,173

  $

  65,173

  Net income

  $

  25,816

  $

  25,011

  $

  17,203

  $

  16,370

  Net income per common share:

  Basic

  $

  1.51

  $

  1.47

  $

  1.25

  $

  1.19

  Diluted

  $

  1.46

  $

  1.42

  $

  1.23

  $

  1.17

Please contact Kirsten A.
Hink at (713) 427-8857 or Michael G. Long at (713) 427-8832 with any questions
or comments.

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