SecProbe.io

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Mail Stop 3561

      August 3, 2005

Richard D. Dole
Chief Executive Officer and President
Petrosearch Energy Corporation
675 Bering Drive, Suite 200
Houston, TX 77057

      Re:	Petrosearch Energy Corporation
      Amendment No. 1 to Registration Statement on Form SB-2
      Filed July 21, 2005
		File No. 333-125539

Dear Mr. Dole:

      We have reviewed your 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Risk Factors, page 2
1. We note your response to comment 14 in our letter dated July 6,
2005.  Since you have a limited number of customers and apparently
one that accounts for 66% of revenues, we believe a risk factor is
appropriate.  Your principal customer(s) and their percent of
revenues should be indicated in your risk factor and in your
Business
section disclosure.

Estimates of Oil and Gas Reserves are Uncertain and May Vary
Substantially From Actual Production, page 11

2. We believe this risk factor is still confusing and inconsistent
with the intent of Rule 4-10(a) of Regulation S-X.  Please remove
the
mitigating language beginning with "While we believe....."
Proved
reserves are those reserves that the engineering and geological
data
indicate are reasonably certain of being recovered under current
conditions.  If you believe future conditions such as oil and gas
prices, operating costs, taxes, etc. are uncertain and, therefore,
the volumes estimated as proved under existing conditions may
materially change due to these uncertainties this may be a source
of
risk.  Therefore, we think a more appropriate risk factor would be
that future conditions are uncertain and may cause us to revise
our
reserves.  Please explain in the risk factor why you think future
conditions are uncertain and the effect they may have on your
operating results.  Please revise this risk factor accordingly.

The Business, page 16

Business Plan, page 17

Lease Operating and Production Tax Expense, page 26

3. We do not believe you have satisfactorily justified not
including
any costs of the vendors or consultants as a component of overhead
which should be included as production costs.  Pending further
explanation, please revise your document to include as production
costs the costs of lease and well management and well evaluation
work
that consultants are performing in lieu of an in-house staff.

Consolidated Financial Statements, December 31, 2004 and December
31,
2003, page F-1

Note 1.  Organization and Significant Accounting Policies, page F-
8

Oil and Gas Producing Activities, page F-8

4. We note that you adjusted your financial statements for the
correction of an error in previously issued financial statements
in
response to our comment on the recognition or gains and losses on
the
sale of oil and gas properties in 2004.  Please request your
auditors
explain to us how they were able to conclude that no update to the
auditors` opinion and no reference to the restatement were
necessary.
See AICPA Auditing Standards Section 561.06 now contained in Rule
3200T of the PCAOB Interim Auditing Standards.

5. Please disclose the nature of the error in previously issued
financial statements, the effect of its correction on income
before
extraordinary items, net income, and the related per share amounts
in
accordance with paragraph 37 of APB 20.

Note 11.  Stockholders` Equity, page F-21

6. We have read your response to comment 48 in our letter dated
July
6, 2005.  You state that, "no current or deferred compensation was
recorded," relating to warrant issuances.  However, in note 11
under
`Stock Warrants,` you state that "Compensation expense of $279,000
and $-0- related to warrants was recognized in 2004 and 2003,
respectively."  Please disclose the warrant issuance this
compensation expense relates to and, for all warrant issuances,
the
fair value and exercise/purchase price and intrinsic value, if
any.

*****

      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 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.

      You may contact David Irving, Staff Accountant, at (202)
551-
3321 or Mike Moran, Accounting Branch Chief, at (202) 551-3841 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact Scott Anderegg, Staff Attorney,
at
(202) 551-3342 or me at (202) 551-3720 with any other questions.

      					Sincerely,

      					H. Christopher Owings
      Assistant Director

cc: 	Robert D. Axelrod
      Via Fax (713) 552-0202

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Richard D. Dole
Petrosearch Energy Corporation
August 3, 2005
Page 1

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