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CORRESP
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PETROHAWK ENERGY CORPORATION

1100 Louisiana, Suite 4400

Houston, Texas 77002

January 4, 2005

Via EDGAR Electronic Transmission

and Facsimile: (202) 942-9528

Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn:
Mr. Jason Wynn

Re:Petrohawk
Energy Corporation ("Registrant")

Form S-3

File No. 333-120881

Ladies
and Gentlemen:

        Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Petrohawk Energy Corporation hereby requests that the Securities and
Exchange Commission (the "Commission") take appropriate action to accelerate the effectiveness of the above-referenced Registration Statement on Form S-3, as amended ("Registration
Statement"), so that it will become effective Thursday, January 6, 2005, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

        Registrant
is aware of its respective responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the Registration Statement. Registrant hereby acknowledges that if the Commission or its staff, acting pursuant to delegated authority, declares the
Registration Statement effective, such action does not foreclose the Commission from taking any action with respect to the Registration Statement. Registrant also acknowledges that the action of the
Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement. Furthermore, Registrant acknowledges that it may not assert such action by the Commission as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

        Please
address any questions or comments with respect to this request to our counsel, Thompson & Knight LLP, by contacting Dallas Parker (telephone:
(713) 951-5800; facsimile (832) 397-8110) or, in his absence, William T. Heller IV (telephone: (713) 951-5807; facsimile
(832) 397-8071).

Very truly yours,

PETROHAWK ENERGY CORPORATION

By:

/s/ Shane M. Bayless Shane M. Bayless

Chief Financial Officer

cc: Dallas Parker, Esq.