SecProbe.io

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Mail Stop 3561

								October 5, 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. 4 filed September 30, 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 tell us the factors you considered in determining to
value
this offering at $144,000,000.  What factors did you consider when
determining that you might need $131,760,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  This includes the time period
before the company`s corporate existence was established in April
of
2005 and encompasses any and all evaluations and/or discussions
that
may have taken place prior to the involvement of the principals
with
the formal entity of Platinum Energy Resources.  Given
management`s
extensive and high-level experience effecting acquisitions, the
precise nature of their knowledge about their ability to effect a
combination with a company whose fair market value is equal to at
least 80% of the company`s net assets may be material information
for
which appropriate disclosure is required.  We may have further
comment.

2. We note your disclosure concerning your issuance of the
purchase
option to provide for the opportunity for Casimir Capital L.P. and
Cantor Fitzgerald & Co. to purchase a total of up to 900,000
units.
Please revise, here and elsewhere as appropriate to clarify if
such
amount is an aggregate amount for purchases by both underwriters
or
if each underwriter has the option to purchase such amount.  To
the
extent it is an aggregate amount, briefly discuss how such amount
will be allocated among the underwriters.  Note also any
additional
disclosure obligations in the fee calculation table of the
registration statement.

Table of Contents

3. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[y]ou
should not assume that the information in this prospectus is
accurate
as of any date other than the date on the front cover of this
prospectus."

Prospectus Summary

4. We note your disclosure referencing the possibility that the
company will be raising additional funds in order to consummate a
business combination through the sale of securities or through
loan
arrangements.  Discuss whether this is considered by the company
to
be a likely occurrence and if so how such an expectation relates
to
the company`s determination to raise $144,000,000 in this
offering.
We may have further comment.

5. We note the disclosure that officers and directors have agreed
to
vote their shares "in accordance with the majority."  Please
disclose
what is meant by "in accordance with the majority."  For example,
does it mean that such insiders will vote their shares in the same
proportion as the vote by the public stockholders?  Does it mean
that
such insiders will vote the entirety of their shares either for or
against a business combination, as determined by the totality of
the
public stockholder vote?  Does it mean something else?

Use of Proceeds, page 16

6. We note your response to our previous comment 4 and we reissue
the
comment.  We note the statement in the middle of page 17 that
"[i]n
addition, it is also possible that we could use the funds not in
the
trust account to pay finders fees..."  If applicable, in the use
of
proceeds table, please include finders fees under the line item
"Working capital to cover miscellaneous expenses..."

Exhibits

7. Please advise us of the status of the letter confirming the
agreement of Mr. Nordlicht to purchase warrants of Platinum Energy
Resources. See Exhibit 10.14.

* * * * *

      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 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.
October 5, 2005
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