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Cimarex Energy Co.

1700
Lincoln Street, Suite 1800

Denver,
Colorado 80203-4518

Phone 303-295-3995

Fax 303-295-3494

  Sent Via Fax to 202-772-9368

  December 28, 2005

  Also sent via Edgarization

Ms. Jill S. Davis

Division of Corporation Finance

U.S Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7010

cc.  Ms. Jennifer Goeken

  Re:

  Cimarex Energy Co.

  Form 10-K
  for Fiscal Year Ended December 31, 2004, Filed March 25, 2005

  Form 10-Q
  for Fiscal Quarter Ended September 30, 2005, Filed November 7, 2005

  File No. 001-31446

Dear Ms. Davis:

In response to your letter dated December 20, 2005, please find
below the information you requested.
Cimarex Energy has evaluated the need to file an amended Form 10-K
against the materiality and significance to the public and our investors of
making these changes in our presentation of information.  Cimarex Energy hereby respectfully requests
that in all cases where it has agreed to present the information as requested
by the SEC Staff, that it will do so in all of its future filings.

Cimarex Energy acknowledges that:

•                  Cimarex
Energy is responsible for the adequacy and accuracy of disclosure in its
filings;

•                  SEC
Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to Cimarex
filings; and

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•                  Cimarex
Energy may not assert SEC Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

COMMENTS/RESPONSE

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

Note 16. Supplemental Oil and Gas
Disclosures, page 60

Standardized Measure of Future Net Cash Flows
(Unaudited), page 61

1.               Please revise this footnote as there is no
provision for the line item “Discounted future net cash flow before income
taxes” in paragraph 30 and Illustration 5 of SFAS 69.  This comment also applies to your
presentation of this figure in the table under Reserve Information on page 19.

In all future filings, we will remove the
line item “Discounted future net cash flow before income taxes” in the summary
table of Standardized Measure of Future Net Cash Flows, as presented in the
Supplemental Oil and Gas Disclosures Note, and we will remove the column “Discounted
Future Net Cash Flow Before Income Tax (Discounted at 10 Percent)” from the
table as presented under Reserve Information.

Form 10-Q for the Fiscal Quarter Ended September 30,
2005

Note 6. Long-Term Debt, page 13

2.               Please provide analysis of the 9.6% notes you
assumed in the Magnum Hunter merger that indicates whether or not, without
limitation, the conversion option and the redemption option you disclose with
respect to these notes should be bifurcated from the host and accounted for
under the guidance in SFAS 133 and EITF 00-19.
Please tell us the guidance you have applied with respect to the debt
host to support your current presentation.

The 9.6% notes do not have a conversion option,
nor are they redeemable at the option of the holders prior to maturity.  They can be redeemed by Cimarex, at its sole
option, at certain dates prior to maturity at fixed redemption prices expressed
as percentages of the principal amount, ranging from 104.8% to 100.0%. Cimarex
considered whether the notes were derivative instruments in their entirety and
concluded they were not because of the significant initial investment made by
the holders. The Company further considered whether its optional redemption
provision was an embedded derivative requiring separation using the criteria of
SFAS 133 (paragraph 12) and the related FASB Staff Implementation Guidance,
including questions B-16 and B-39.  Based
on the fact that the optional redemption provision can only be exercised by the
Company, payment upon settlement is not adjusted

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based on changes in an index, and the debt
was not issued at a substantial premium or discount, separate accounting for
the redemption provision was not required.

The floating rate convertible notes due in
2023 contain both redemption and conversion features.  The Company considered whether the
convertible debt represented a derivative instrument in its entirety and
concluded it was not because of the significant initial investment made by the
holders.  Based on the criteria of SFAS
133 and the FASB Staff Implementation Guidance discussed above, Cimarex also concluded
that the redemption feature did not have to be separated because the holder
would receive 100% of the principal amount in cash and would not receive an
interest rate of return double the initial rate of return in the debt
agreement.

As for the holders’ conversion feature,
Cimarex analyzed the provisions of SFAS 133 paragraph 12 which requires issuers
of convertible debt to evaluate whether the embedded conversion feature in a
host debt contract should be separated and accounted for as if it were a
separate derivative instrument. The Company concluded that the conditions in
paragraphs 12(a) and 12(b) were met (the equity conversion feature is
not clearly and closely related to the debt host contract and the contract
itself would not otherwise be reported at fair value in current earnings,
respectively) and so further considered paragraph 12(c).  While the characteristics of a derivative
exist as it relates to the conversion feature, the Company considered whether
the scope exception in paragraph 11(a) of SFAS 133 applied.

Under paragraph 11(a) of SFAS 133, an
entity shall not consider a contract to be a derivative instrument if the contract
issued by the entity is both (1) indexed to its own stock and (2) classified
in stockholders’ equity.  To determine if
the embedded conversion feature would be classified in equity if it were a
freestanding instrument, EITF 00-19’s guidance must be applied.

EITF 00-19 paragraph 4 states that for SFAS 133
purposes, the requirements of EITF 00-19 paragraphs 12-32 do not apply if the
contract under consideration is a conventional convertible debt instrument in
which the holder may only realize the value of the conversion option by
exercising the option and receiving the entire proceeds in a fixed number of
shares or the equivalent amount of cash (at the discretion of the issuer). Because
exercise of the conversion feature may result in a combination of cash and a
variable number of shares, the Company concluded it was not conventional
convertible debt pursuant to EITF 05-02 and paragraphs 12-32 of EITF 00-19 must
be applied.

The following summarizes the Company’s
conclusions with respect to the requirements of paragraphs 12-32 for this
conversion feature to be classified as equity:

•                  There
is no provision for net cash settlement, except as allowed only in specific
circumstances in which holders of shares underlying the contract also would
receive cash in exchange for their shares.

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•                  The
Company is permitted to settle in unregistered shares.

•                  The
Company has sufficient authorized and unissued shares available to settle the
contract after considering all other commitments that may require the issuance
of stock during the maximum period the derivative contract could remain
outstanding.

•                  There
is an explicit limit on the total number of shares to be delivered to the
holders in a share settlement.

•                  There
are no required cash payments to the counterparty in the event the company
fails to make timely filings with the SEC.

•                  There
are no required cash payments to the counterparty if the shares initially
delivered upon settlement are subsequently sold by the counterparty and the
sales proceeds are insufficient to provide the counterparty with full return of
the amount due.

•                  There
are no provisions that indicate the counterparty has rights that rank higher
than those of a shareholder of the stock underlying the contract.

•                  There
is no requirement to post collateral at any point or for any reason.

Based on this analysis, the scope exception in
paragraph 11(a) of SFAS 133 must be applied and the conversion feature should
not be accounted for as a separate derivative instrument.

On the date of the acquisition of Magnum Hunter when
Cimarex assumed the convertible debt, the Company applied the guidance in
Paragraph 37 of SFAS 141 to record the convertible debt at its fair value.  Because the conversion feature was
beneficially convertible at the acquisition date, in accordance with EITF 98-5
(Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios),
EITF 00-27 (Application of Issue No. 98-5 to Certain
Convertible Instruments) and APB 14 paragraph 18, the intrinsic
value of the conversion feature was recognized as a component of the Company’s
Paid-in-capital ($49.6 million), thus reducing the carrying value of the debt
at acquisition date to $144.7 million.

Should you have any questions regarding this response,
please do not hesitate to contact me at (303) 295-3995.

  Sincerely,

  /s/ Paul Korus

  Chief Financial Officer

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