SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
							September 2, 2005

Mr. Ken L. Kenworthy, Jr.
President and CEO
GMX Resources, Inc.
9400 North Broadway, Suite 600
Oklahoma City, OK  73114

Re:	GMX Resources, Inc.
	Registration Statement on Form S-3
Filed August 5, 2005
	File No. 333-127254
      Form 10-KSB for Fiscal Year Ended
      December 31, 2004
	Filed March 31, 2005
	File No. 0-32325

Dear Mr. Kenworthy:

	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.  We may ask you to provide us with
supplemental 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 Security Holders, page 2

1. Please disclose how your security holders acquired their
shares.
In addition, please identify any selling stockholders who are
registered broker-dealers or affiliates of registered broker-
dealers.
If you determine that any selling stockholder is a registered
broker-
dealer, please revise your disclosure to indicate that such
selling
stockholder is an underwriter, unless such selling stockholder
received its securities as compensation for investment banking
services.  With respect to any affiliate of a registered broker-
dealer, please disclose, if true, that such selling stockholder
acquired its shares in the ordinary course of business and at the
time of the acquisition did not have any arrangements or
understandings with any person to distribute the securities.  If
not,
you must indicate that such stockholder is an underwriter.

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

2. We note that you do not include the disclosure required by Item
308(c) of Regulation S-K in your filing.  Please ensure that your
10-
KSB discloses "any changes" to internal controls and procedures
over
financial reporting, and not just "significant" changes, that have
materially affected, or are reasonably likely to materially
affect,
your internal controls and procedures over financial reporting.
See
Item 308(c) of Regulation S-K and Part II.F of Final Rule Release
33-
8238 for further guidance.

Closing Comments

      As appropriate, please amend your registration statement and
Exchange Act reports in response to these comments.  You may wish
to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action as 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.

      Direct questions relating to all disclosure issues to Carrie
Darling, at (202) 551-3724 or, in her absence, to the undersigned,
at
(202) 551-3740.   Direct all correspondence to us at the following
address:  100 F St., NE, Washington, DC 20549, Mail Stop 7010.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Mr. Jeffrey Hills, Esq. (via facsimile only)

      Carrie Darling
??

??

??

??

Mr. Ken L. Kenworthy, Jr.
GMX Resources, Inc.
September 2, 2005
page 3

</TEXT>
</DOCUMENT>