SecProbe.io

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      December 9, 2005
via U.S. Mail
J. Russell Porter
Chief Executive Officer and President
Gastar Exploration Ltd.
1331 Lamar Street
Suite 1080
Houston, Texas 77010

Re:	Gastar Exploration Ltd.
      Amendment No. 2 to Registration Statement on
      Form S-1
      File No. 333-127498
      Filed November 22, 2005

Dear Mr. Porter:

      We have reviewed your amended filing and 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 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.

General

1. We note the separate correspondence between the company and the
staff with regard to the staff`s engineering comments.  Please be
advised that the staff will need adequate time to review all
outstanding engineering comments, inclusive of any revisions that
are
made to the prospectus as a result of such comments.

2. We note your revisions and disclosure pertaining to the
subscription receipts and the corresponding common shares issuable
upon exchange of such receipts on the six, twelve and eighteen
month
anniversaries of the issuance date of the senior secured notes.
Please provide an analysis of how the registration of shares
issuable
upon exchange of the subscription receipts conforms to the
requirements of Rule 415 (a)(1) of Regulation S-K.  We may have
further comments.

3. Please update the information pertaining to the most recent
price
of your common stock on the Toronto Stock Exchange and over-the-
counter market as of the most recent practicable date.
Additionally,
update the status of your listing application with the American
Stock
Exchange and indicate what your proposed symbol on such exchange
will
be.

Management`s Discussion of Analysis of Financial Condition and
Results of Operations, page 23

Critical Accounting Policies and Estimates, page 33

4. On page 35, you indicate that you engage an independent
engineering firm to evaluate your properties annually.  We regard
references to third parties involved in valuations or other
matters
that are necessary to the preparation of financial statements as
expert references, where reliance on such experts is implicit in
the
disclosure.  Please identify the independent engineering firm as
an
expert and confirm that it is the same party from which you have
obtained a written consent.  Refer to Regulation C Section 436 if
you
require further guidance.

Notes to Statements of Revenues and Direct Operating Expenses of
the
Geostar Acquisition Properties, page F-47

Note 1.  Basis of Presentation, F-47

5. We note that you have excluded costs for depletion,
depreciation
and amortization, accretion of asset retirement obligations, and
general and administrative expenses from the statements of
revenues
and direct operating expenses of the Geostar Acquisition
properties.
We expect the statement of revenues and direct expenses to exclude
only those costs not directly involved in the revenue producing
activity, such as corporate overhead, interest and taxes.  General
and administrative costs directly associated with producing
revenues
reflected in the statement must be included.  Additionally,
disclose
the reasons for omitting any historical corporate overhead,
interest,
or tax expense.

6. You indicate that the statement of revenues and direct
operating
expenses represents the unaudited portion of the revenues and
direct
expenses for the year to date period ended June 17, 2005.
However,
the Statements of Revenues and Direct Operating Expenses on page
F-46
reflects the unaudited period as the three months ended March 31,
2005.  Please revise your disclosures to be consistent.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment 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
amendment 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.

	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 an 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.

	You may contact Ryan Milne at (202) 551-3688 or in his
absence,
April Sifford, Accounting Branch Chief at (202) 551-3684 if you
have
comments on the financial statements and related matters.  You may
contact James Murphy, Petroleum Engineer, at (202) 551-3703 if you
have questions regarding the engineering comments.  Please contact
Mellissa Campbell Duru, at (202) 551-3757, or Tangela Richter,
Branch
Chief at (202) 551-3685 with any other questions.

Sincerely,

							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	T. Mark Kelly, Esq.
	Vinson & Elkins L.L.P.
	(713) 758-2346 (fax)

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Mr. Porter
Gastar Exploration Ltd.
December 9, 2005
page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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