SecProbe.io

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Mail Stop 3561

								September 20, 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. 2 filed August 31, 2005
      File No. 333-125687

Dear Mr. Nordlicht:

      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 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 EDGAR marked copy.

General

1. Please address the applicability or inapplicability of
Regulation
M in the context of the warrant repurchase agreements contained
within your registration statement.

2. Please tell us the reason the Rule 434 box was checked on the
registration statement cover and advise us of the prospectus
delivery
intentions of the company concerning the rule.  If a term sheet is
to
be used, please furnish a copy.

Risk Factors, page 6

3. We note the addition of the risk factor entitled "Compliance
with
the Sarbanes-Oxley Act of 2002 will require substantial financial
and
management resources..."  We further note that 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.  This risk factor
should be removed.

Use of Proceeds, page 17

4. We note the statement that "[i]n addition, to the extent that
the
funds not held in the trust are insufficient to cover the expenses
of
a business combination, including the payment of finder`s fee..."
If
applicable, in the use of proceeds table, please include finder`s
fee
under the line item "Working capital to cover miscellaneous
expenses..."

5. We note the statement that "[t]o the extent such expenses
[reimbursements] exceed the available proceeds not deposited in
the
trust fund, such out-of-pocket expenses would not be reimbursed by
us
unless we consummate a business combination."  Please clearly
indicate that if a business combination is not consummated, all of
the funds held in trust would be returned to investors without any
deductions.

Proposed Business, page 24

Oil and Gas E&P Industry, page 24

6. We remain confused by the final paragraph of this sub-section.
Please attempt to clarify and cite the source(s).

Conversion Rights, page 28

7. Have existing stockholders waived their conversion rights?  If
so
and if in writing, please file an executed copy of the agreement.
If
not in writing, so indicate.

* * * * *

      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.
September 20, 2005
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