SecProbe.io

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June 10, 2005

Mr. Scott D. Josey
Chief Executive Officer and President
Mariner Energy, Inc.
2101 Citywest Blvd., Suite 1900
Houston, TX  77042

	Re:	Mariner Energy, Inc.
		Form S-1 filed May 12, 2005
		File No. 333-124858

Dear Mr. Josey:

      We have completed our review of the above filing, and we
have
the following 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 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 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.

General

1. We note that on January 29, 1997, you filed a Form 15,
informing
investors that you no longer had a reporting obligation under
sections 13 and 15D of the Exchange Act.  It is unclear why you
continued to file periodic and annual report through the first
quarter of 2003.  It is also unclear why you elected to
discontinue
filing these reports.  Please clarify to us the reasons you
continued
to file and why you subsequently ceased filing.  In addition,
please
confirm to us that in the period since January 29, 1997, the
company
had no reporting obligations under any section of the Exchange
Act.

2. To the extent comments on one section apply to similar
disclosure
elsewhere, please make corresponding revisions to all affected
disclosure.  This will minimize the need for us to issue
repetitive
comments.

3. Prior to printing and distribution of the preliminary
prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus.  Also provide accompanying
captions, if any.  We may have comments after reviewing these
materials.

4. Ensure that your prospectus includes the latest and best
information available.  In your next amendment, also file all
omitted
exhibits and supply the information you currently omit, including,
without limitation:

* the status of the facilities you expect to complete by June 1;
* the production you expect to commence at the start of the third
quarter;
* the amount outstanding under the JEDI note at page 32;
* identities of new directors and committee members at page 54;
* the beneficial ownership information at page 60;
* estimates for all unknown amounts, identified as such, in Item
13;
and
* the opinion of counsel regarding legality.

5. Provide the estimated per share price range of the offering or
supplementally advise us of the proposed price range.  We note
that
there is no market for the shares.  We may have additional
comments.

Cautionary Statement Concerning Forward-Looking Statements page ii

Because this filing is the company`s initial public offering, it
is
incorrect to suggest that the disclosure includes statements that
are
within the scope of the "safe harbor" that the PSLRA and the
federal
securities laws provide for forward-looking statements.  If you
retain this section, please revise accordingly.  Also move all
such
disclosure so that the summary and risk factors sections
immediately
follow the cover page.

Summary

Summary of Geographic Areas of Activities, page 1

6. We note your disclosure of "PV10 Value" here and elsewhere in
your
document.  Please address the following:

(a)	Describe in greater detail, how the measure is calculated.

(i)	Clarify whether or not the information used to calculate this
ratio is derived directly from data determined in accordance with
FAS
69;

(ii)	If the ratio does not use data determined in accordance with
FAS
69, please identify the source of the data;

(iii)	Indicate whether or not the ratio is a non-GAAP measure,
as
defined by Item10(e)(2) of Regulation S-K;

(iv) 	if the ratio is a non-GAAP measure, supplementally
explain
why it is appropriate to disclose it in Commission filings based
on
the conditions identified in Item 10(e)(1)(ii) of Regulation S-K;
and,

(v) 	if you determine that it is appropriate to disclose the non-
GAAP
measure in Commission filings, provide the disclosure required by
Item 10(e)(1)(i) and Question 8 of the Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures, which can be
located at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

(b)	Disclose how management uses this measure.
(c)	Disclose the limitations of this measure.
(d)	Indicate whether your measure is comparable to other like
measures disclosed by other companies.

7. We note your disclosure of your "reserve-to-production ratio."
Please expand your disclosure to address each of the following:

(a)	Describe how the ratio is calculated.  We would expect the
information used to calculate this ratio to be derived directly
from
the line items disclosed in the estimated proved reserve
quantities,
as required by paragraph 11 of FAS 69.

(b)	Identify the status of the proved reserves that are used to
determine this ratio (e.g., proved developed vs. proved
undeveloped).
Note that this ratio should not be  calculated using:

(i)	non-proved reserve quantities, or,

(ii)	proved reserves that include proved reserves from
consolidated
entities combined with proved reserves attributable to investments
accounted for using the equity method.

(c)	Explain the nature of and the extent to which uncertainties
still exist with respect to newly discovered reserves, including,
but
not limited to regulatory approval, changes in oil and gas prices,
the availability of additional development capital and the
installation of additional infrastructure.

(d)	Indicate the time horizon of when the reserves are expected
to
be produced to provide investors a better understanding of when
these
reserves could ultimately be converted to cash inflows.

(e)	Disclose how management uses this measure.

	(g)  Disclose the limitations of this measure

(h) Indicate whether your measure is comparable to other like
measures disclosed by other companies.

Summary of Development and Exploration Projects, page 5

8. Please reconcile the amounts reported as 2004 exploration and
development expenditures to the amounts reported on page 18 and
page
F-23.  Expand your disclosure to explain why these amounts differ.

Risk Factors, page 7

9. Revise your captions so that they are precise and concise.
Among
captions requiring revision are the first on page 7, which should
refer to potential harm rather than an unspecified "effect," and
the
second on page 7 and last on page 12, both of which need to
specify
the potential harm to your business or investors.

10. Eliminate language that mitigates the risk you present,
including
your reference under "Properties we acquire" at page 11 to
operating
in a manner that is consistent with industry practice.

Capitalization, page 16

11. Please remove the cash and cash equivalent (less restricted
cash)
line item from your calculation of Total capitalization.

Selected Historical Consolidated Financial Data, page 18

12. Please ensure that the financial statements and other data
presented in tabular form is presented consistently from left to
right in the same chronological order throughout the document. In
this regard, we note that the order of your Selected Historical
Consolidated Financial Data differs from your financial
statements.
See SAB Topic 11:E.

13. Please clarify whether all working capital disclosures exclude
current derivative assets and liabilities and restricted cash or
only
periods when a deficit exists.  We would expect all periods to be
presented consistently.

14. We note your use of EBITDA which appears to also exclude the
effects of impairment charges that have occurred and are
reasonably
likely to occur in the future.  Please revise your presentation of
this measure to reflect the guidance located in Item
10(e)(1)(ii)(B)
of Regulation S-K.

15. Please remove your disclosure of combined data.

16. Please disclose all statement of cash flow measures to provide
investors with a more balanced presentation.  Refer to FRC 202.03.

Management`s Discussion and Analysis, page 21

Results of operations, page 26

17. Please expand your disclosure to clarify how you determined
the
2004 results amounts that you are comparing with 2003 results.
Please revise your discussion to comply with pro forma information
prepared in accordance with Article 11 of Regulation S-X.

18. Expand the second paragraph to discuss in detail the gross
proceeds and net proceeds, and to account for uses for all the
proceeds you raised.  We note the related disclosure at page 29.

Business, page 35

Enron Related Matters, page 50

19. Provide a more complete description of your affiliation with
Enron in this section, and clarify the basis for your conclusion
that
you have no remaining control group liability.

Management, page 51

Executive Officers and Directors, page 51

20. Please revise the sketches for Messrs. Polasek, Lester and
Hansen`s to ensure there are no gaps or ambiguities with regard to
time in the five year biographical sketches.  Disclose the
principal
business of the employers listed in the sketches where this
information is omitted, including ACON Investments.

Board of Directors, page 53

21. Briefly explain the reasons for FBR`s role in the process, and
disclose any fee arrangements in that regard.

Certain Transactions with Affiliates and Management, page 61

22. Disclose whether future transactions with affiliates will be
on
terms no less favorable than could be obtained from unaffiliated
third parties.

Plan of Distribution, page 71

23. We note that the selling shareholders may engage in short
sales
of your common stock.  Confirm that you have considered
Corporation
Finance Telephone Interpretation A.65 in that regard.

Financial Statements

24. Continue to monitor the requirement to update your financial
statements, as indicated in Rule 3-12 of Regulation S-X.

Statement of Operations, page F-4

25. We note your line item identified as "Inventory adjustment to
lower of cost or market."  It appears from elsewhere in your
document
that this charge relates to production equipment, specifically
subsea
trees.  Please revise the caption used, to one that clarifies the
nature of the items that comprise the amount reported in this line
item to avoid investor confusion.

Statement of Cash Flows, page F-6

26. Please provide us with a reconciliation of the amount of
Depreciation, depletion and amortization presented for the Post-
merger period in your Statement of Cash Flows to the amount
presented
in your Statement of Operations for the same period.

 Note - 1. Summary of Significant Accounting Policies, page F-7

27. We note the limited amount of pro forma information provided
in
your document and that the pro forma information differs in
certain
respects to the combined financial information provided in your
Selected Historical Consolidated Financial Data.  Please clarify
to
us and in your document, why certain amounts differ.  Further,
please
tell us why you have not provided complete pro forma information
as
prescribed in Rule 11-02(b) of Regulation S-X.

Oil and gas properties, page F-10

28. Please expand your disclosure to specifically address how the
adoption of SFAS 143 impacted your full cost accounting.  Refer to
SAB 106 which can be located at
http://www.sec.gov/interps/account/sab106.htm.

29. Please expand your footnote to disclose the following
regarding
capitalized internal costs:

* The amount of internal costs capitalized in each period that an
income statement is presented.

* The nature of the costs capitalized.

* The basis that you used to determine that capitalization of
these
costs is appropriate.

* The balance of capitalized costs included in your capitalized
oil
and gas costs for each period that a balance sheet is presented.

* Specify, if true, that the internal costs capitalized can be
directly identified with acquisition, exploration or development
activities

* State, if true, that internal costs capitalized do not include
any
costs related to production, general corporate overhead or similar
activities.

Refer to Rule 4-10(c)(2) of Regulation S-X. We note your unaudited
disclosure on page F-23.

30. Please disclose how you determine the full cost limitation on
capitalized costs in greater detail.  Refer to Rule 4-10(c)(4) of
Regulation S-X.  Specifically address the extent to which you
consider hedge prices in the determination of the full cost
ceiling.
Refer to SAB Topic 12.D.3.b which can be located at:
http://www.sec.gov/interps/account/sabcodet12.htm#12d3b

31. Please disclose how you amortize your capitalized oil and gas
producing activity costs in greater detail.  Refer to Rule 4-
10(c)(3)
of Regulation S-X.

32. Please disclose how you account for production costs.  Refer
to
Rule 4-10(c)(5) of Regulation S-X.

33. Please disclose how you account for other services.  Note that
COPAS reimbursements in excess of the amounts actually incurred
that
relate to a property in which you have an ownership interest
should
be netted against the full cost pool. The reimbursements received
are
akin to other service revenue. These net amounts will continue to
be
netted against the full cost pool until the costs within the pool
are
fully amortized. Refer to Rule 4-10(c)(6)(iv) of Regulation S-X.

34. Indicate the extent to which the properties included in your
unamortized properties have been evaluated. Rule 4-10(c)(2)(ii)(A)
of
Regulation S-X requires costs associated with unevaluated
properties
to be include in the amortization computation when it is
determined
whether or not proved reserves can be assigned to the properties.

35. Disclose how you account for geological and geophysical costs
not
directly associated with a specific unevaluated property to be
included in the amortization base.  Refer to Rule 4-
10(c)(3)(ii)(A)(3) of Regulation S-X.  Additionally, tell us how
you
account for your purchases of seismic data.  We note your related
disclosure on page F-20.

36. Include the following information in your footnotes or with
respect to your unevaluated properties, as required by Rule 4-
10(c)(7)(ii) of Regulations S-X.

* Describe the current status of each significant property or
project.

* Identify the anticipated timing of the inclusion of the costs in
your full cost amortization calculation.

* Disclose, in a table, the following information by acquisition,
exploration, development and capitalized interest costs:

* The total costs excluded as of the most recent fiscal year.

* The amount of the excluded costs incurred in each of the most
recent three fiscal years and the total for any earlier fiscal
years
in which costs were incurred.

Note - 2, Related Party Transactions, page F-13

37. Please clarify to us the nature of the oil and gas purchase
transactions entered into with various affiliates of Enron.  Tell
us
why as a producer of oil and gas, you may have entered into
various
transactions to purchase oil and gas.

38. It appears from your disclosure that various Enron related
receivables were settled for approximately $1.9 million.  Please
clarify to us and in your document the extent of production
related
receivables that were outstanding at the time you ceased selling
to
ENA Upstream.  In addition, please clarify the resultant loss on
any
amounts deemed uncollectible or were recognized in the settlement
as
part of the merger consideration.