SecProbe.io

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Mail Stop 3561

								August 24, 2005

Mark Nordlicht, Chairman of the Board
Platinum Energy Resources, Inc.
152 West 57th Street, 54th Floor
New York, New York 10019

      Re:	Platinum Energy Resources, Inc.
		Registration Statement on Form S-1
		Amendment No. 1 filed July 27, 2005
      File No. 333-125687

Dear Mr. Nordlicht:

      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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.  Please note that the page numbers
referred to below refer to the numbering of the non-EDGAR marked
copy.

General

1. We note your response to our previous comment five.  Please
explain the basis for your disclosure that the securities will be
listed on the American Stock Exchange.  Please explain how the
company will satisfy each criterion for at least one of the
listing
standards on the exchange.  Please include a discussion of all of
the
quantitative standards, e.g., number of public shareholders.

Risk Factors, page 6

2. As a general rule, your risk factors should only work in this
document.  If they are readily transferable to other offering
documents, they are probably too generic.  See Item 503(c) of
Regulation S-K.  You should present as risk factors only those
factors that represent a material risk to investors in this
offering.
Do not include risk factors that could apply to any issuer or to
any
other offering.  Many of your risk factors fit into this category
and
you should remove them; e.g., 28th, 29th, 30th, 31st, and 33rd.

3. Several of the risk factors presented continue to be
duplicative
and/or not material.  Please revise and delete unnecessary risk
factors; e.g., 15th, 35th and 36th.

4. We still question the 27th risk factor.  It is not clear how
disallowance in a particular state will jeopardize an investor in
that state if he or she is unable to invest.  Please explain.

Use of Proceeds, page 17

5. We note your response to our previous comment 18 and we reissue
the comment.  We note that the company states that "[t]he proceeds
held in the trust fund may be used as consideration to pay the
sellers of a target business  . . . Any amounts not paid as
consideration to the sellers of the target business may be used to
finance operations of the target business."  Please discuss all
possible uses of the proceeds held in trust if such funds are
released to the company.  For example, please include whether any
finder`s fees and expenses that are in addition to those expenses
to
be paid from the net proceeds not held in trust, could be paid
from
the proceeds held in trust if the company would consummate a
business
combination.  If not, please affirmatively confirm that the
proceeds
held in trust will not be used to pay any finder`s fees or
expenses
related to finding target businesses.  Please reconcile this
disclosure with the disclosure in the second to last full
paragraph
on page 21 in the MD&A section.

6. In the use of proceeds table, in the use of net proceeds not
held
in trust, we note the line item of $180,000 for "[l]egal,
accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  We also
note another line item of $180,000 allocated to due diligence and
a
line item of working capital for reimbursement of expenses
incurred
in investigating a target business.  Please explain why there are
two
separate amounts for due diligence and another line item for
similar
expenses.  Please reconcile these line items with the disclosure
in
the first full paragraph on page 18 that "[o]ur officers and
directors . . . would be reimbursed for any out-of-pocket expenses
.
. . in connection with such due diligence activities.  We believe
that the excess working capital will be sufficient to cover the
foregoing expenses and reimbursement costs."  Please explain which
line item would be allocated to pay existing stockholders for
reimbursement of their out-of-pocket expenses for due diligence.
Please clearly indicate which line item will be allocated to pay
fees
to market research firms and or third party consultants to assist
the
company`s search for a target business and whether these fees
would
include due diligence.  Please clearly indicate whether any of the
reimbursements to stockholders for out-of-pocket expenses will be
for
their payments to third parties for third parties` performance of
due
diligence.  Please reconcile theses expenses with the disclosure
in
the last two full paragraphs on page 21 in the MD&A section.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21

7. We note the statement "[t]o the extent that our capital stock
is
used in whole or in part as consideration to effect a business
combination, the proceeds held in the trust as well as any other
net
proceeds not expended will be used to finance the operations of
the
target business."  Please discuss all possible uses of the
proceeds
held in trust if such funds are released to the company.  Please
see
our comments above for the use of proceeds section.

Proposed Business, page 23

Introduction - Oil and Gas E&P Industry, page 23

8. We note the statement that "We believe that there is a gap in
value between oil and gas reserves and the price of energy
commodities."  The statement is not understood and should be
explained.  If it is derived from published documents, please cite
them.

Management, page 31

Conflicts of Interest, page 33

9. Please fully disclose the intentions of officers and directors
regarding purchase of shares in this offering and/or in the open
market presently discussed in boilerplate at the top of page 34.

10. The reference to "proxy solicitation materials furnished to
stockholders" on the same page should be revised if the registrant
does not intend to register under section 12 of the Exchange Act.

Where You Can Find Additional Information, page 45

11. Please include the Commission`s new address: 100 F Street,
N.E.,
Washington, DC 20549.

Financial Statements

Note 3 - Proposed offering, F-9

12. We read your response and revised disclosure related to our
prior
comment 42.  It is unclear to us how you determined that using
eight
companies with market capitalizations under $1.3 billion was
reasonable.  Please provide us with a list of the companies used
in
your estimate and identify their market capitalization and
volatility.  Supplement your response with a narrative discussion
(using quantitative and qualitative points) to clarify why you
believe your business is comparable.  Please advise or revise.

Other Regulatory

13. Please provide a currently dated consent of the independent
accountants with any amendment to the registration statement.

* * * * *

      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.

      You may contact Blaise Rhodes at (202) 551-3774 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 551-3233 or Don Rinehart, who supervised the review
of
your filing, at (202) 551-3235 with any other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Kenneth R. Koch, Esq.
	Fax: (212) 983-3115
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Mark Nordlicht
Platinum Energy Resources, Inc.
August 24, 2005
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