SecProbe.io

CORRESP
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RYAN B. PARDO

T: (206) 903-5453

PARDO.RYAN@DORSEY.COM

October 12, 2005

     Ms. Melinda Kramer

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Responses
to the Securities and Exchange Commission

Staff Comments dated September 30, 2005, regarding

Form SB-2 Filed on August 30, 2005 (SEC File No. 333-127940) and Form SB-2

Filed on September 13, 2005 (SEC File No. 333-128285) (each a “Registration

Statement” and, together, the “Registration Statements”)

Dear Ms. Kramer:

This letter responds to the
staff’s comments set forth in the September 30, 2005 letter regarding the
above-referenced Registration Statements. For your convenience, we have included the
staff’s comments below and have numbered our responses accordingly.

Sky Petroleum, Inc. (the
“Company”) has agreed to change or supplement the disclosures in the
Registration Statement. It is doing so in the spirit of cooperation with the staff of the
Securities and Exchange Commission, and not because the Company believes its prior filings
are materially deficient or inaccurate. Accordingly, the amendments to the Registration
Statements to implement these changes, or any changes implemented in future filings,
should not be taken as an admission that prior disclosures were in any way deficient.

We have discussed the staff’s
comments with the Company, and the Company has requested that we convey its responses to
you as follows:

General

Staff
Comment No. 1.

We
note that your registration statement (file no. 333-128285) indicates that you issued
8,840,547 shares in a private placement on September 9, 2005. We note also that your
registration statement (file no. 333-127940), and Form 8-K filed on September 2, 2005
indicates that you completed such private placement in August 2005. Clarify the time frame
in which you completed the private placements with respect to the shares you are
registering for resale in these registration statements. Ensure that your revised
disclosure includes the number of shares issued in each private placement, and the
exemption(s) from registration upon which you relied. Also, file the agreements relating
to these

Ms. Melinda Kramer

October 12, 2005

Page 2

private
placements with your amended filings. We may have further comment upon reviewing your
response.

The Company’s
Response:

With
respect to the selling shareholders listed in SEC File No. 333-128285:

•

We
accepted subscriptions for, and issued, 1,716,687 shares of common stock at $0.80 per
share on July 26, 2005. We sold the shares of common stock (i) to non-U.S. persons in
off-shore transactions pursuant to the exclusion from registration provided by Regulation
S of the Securities Act and (ii) in the United States in private transactions not
involving a public offering pursuant to exemptions available under Rule 506 of Regulation
D and Section 4(2) of the Securities Act of 1933, as amended.

•

We
accepted subscriptions for 8,841,178 shares of common stock at $0.80 per share on August
25, 2005 and we issued a treasury order to our transfer agent. Our transfer agent
delivered stock certificates on September 9,
2005. We sold the shares of common stock (i) to non-U.S. persons in off-shore
transactions pursuant to the exclusion from registration provided by Regulation S of the
Securities Act and (ii) in the United States in private transactions not involving a
public offering pursuant to exemptions available under Rule 506 of Regulation D and
Section 4(2) of the Securities Act of 1933, as amended.

With
respect to the selling shareholders listed in SEC File No. 333-127940, we accepted
subscriptions for, and issued, 5,000,000 shares of common stock at $0.50 per share on
April 6, 2005. We sold the shares of common stock to non-U.S. persons in off-shore
transactions pursuant to the exclusion from registration provided by Regulation S of the
Securities Act.

We
have revised our disclosure to clarify the timing of the sale and the exemptions relied
upon. Finally, we have attached the form of subscription agreement used by selling
shareholders in each private placement to the Registration Statement relating to such
selling shareholders.

Selling Shareholders,
page 11

Staff Comment No. 2.

For
each non-natural person listed in the Selling Shareholders table, identify the natural
person(s) with investment decision and voting power.

The Company’s
Response:

We
have added footnotes to the selling shareholder tables in each Registration Statement
disclosing the natural person(s) with investment decision and voting power over the
securities held by each non-natural person. Such disclosure is based on responses to
selling shareholder questionnaires distributed by the Company to the selling shareholders.

Staff Comment No. 3.

Disclose
whether any of the selling shareholders is a registered broker-dealer. If any selling
shareholder is a registered broker-dealer other than those who have provided placement
agent or investment banking services to the Company, they should be named as underwriters.

The Company’s
Response:

We
have added disclosure to each registration statement regarding the status of the selling
shareholders as registered broker-dealers based on the responses of the selling

Ms. Melinda Kramer

October 12, 2005

Page 3

shareholders
to questionnaires distributed by the Company.  Based on these questionnaires, none of the
selling shareholders subject to either Registration Statement is a registered
broker-dealer.

Thank you for your review of our
amended registration statements. If you should have any questions regarding the
registration statements or our response letter, please do not hesitate to contact me at
(206) 903-5453.

Sincerely,

/s/ Ryan B. Pardo

Ryan B. Pardo

Enclosures

cc:

Tangela Richter

H. Roger Schwall

Michael D. Noonan, Sky Petroleum, Inc.