SecProbe.io

February 11, 2011

Via U.S. Mail and Facsimile

 Brian F. Maxted Chief Executive Officer Kosmos Energy Ltd. 8176 Park Lane, Suite 500 Dallas, Texas 75231
Re: Kosmos Energy Ltd.
Registration Statement on Form S-1  Filed January 14, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Where comments on a section also relate to disclosure in another section, please make
parallel changes to all affected disclosure.  This will eliminate the need for us to repeat
similar comments.  Also, your response le tter should include page number references
keying each response to the page of the fili ng where the responsive disclosure can be
found.  This will expedite our review of the filing.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 2
2. Please update all disclosure to the latest pr actical date to incl ude your most recent
financial information, and fill in all blanks other than the information that Rule 430A
permits you to omit.  Use brackets to distingu ish information that is subject to change
prior to effectiveness.
3. We will process your amendment without price ranges.  Since the price range you select
will affect disclosure in several sections of  the document, we will need sufficient time to
process your amendments once a price range is included and the material information
now appearing blank throughout th e document has been provided.

4. Please advise us regarding the status of your  application to list on the New York Stock
Exchange.
5. Prior to the effectiveness of your registration statement, please be sure that we receive a
copy of the letter, or a telephone call, from FINRA, stating that FINRA has completed its
review and has no additional concerns w ith respect to the proposed underwriting
arrangements.

6. Please send us the supporting documentation fo r all statistical claims that you make in
your prospectus.  For instance, we note  the following claims, among others:

• “[Ghana] scores well among its peers on various measures of corruption, ranking
62nd out of 178 countries in Transparen cy International’ s 2010 Corruption
Perceptions Index, vastly ahead of each of its  peers according to a peer group selected
by Standard & Poor’s.  Ghana is also th e highest ranked among such peer group in
the World Bank’s Doing Business 2011 report, at fifth out of 46 sub-Sahara African
countries included in such report.” (Pages 4, 77, and 84.)
• “This 42-month timeline from discovery to first oil [from the Jubilee Field] is a
record for a deepwater development at this water depth in West Africa.” (Pages 3 and
4.)
• “This development timeline from discovery to  first oil is significantly less than the
industry average of seven to ten years and is a record fo r a deepwater development at
this water depth in West Africa.” (Pages 7 and 87.)
• “[The Jubilee Field] was one of the larges t oil discoveries worl dwide in 2007 and the
largest find offshore West Africa in th e last decade.” (Pages 4, 79, and 84.)
• “The compound annual growth rate of oil reserves from 1989 to 2009 in Africa was
1.4% and from 1999 to 2009 was 2.1%.” (Page 75.)
• “According to African Business Review, a lthough Africa is estimated to only have
approximately 10% of the world’s proven oil reserves, by 2025 it will provide an
estimated 25% of North Ameri ca’s oil imports.” (Page 75.)
• “According to Wood Mackenzie, during 2009, Cameroon produced 74,000 bopd, a
reduction of 56% from its peak oil pr oduction of 167,600 bopd (which was achieved
in 1986).” (Page 80.)

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 3
• “According to Wood Mackenzie, duri ng 2009, Morocco produced less than 100
boepd.” (Page 82.)
• “Members of our management and senior technical team…[have] been involved in
discovering and developing over five  Bboe.” (Pages 85-86 and 88.)
• “The Cusiana/Cupiagua fi elds…are estimated by Wood MacKenzie to hold
approximately 1,700 Mmboe of reserves on a combined basis.” (Page 89.)
• “The Ceiba and North Block G Comple x…are estimated by Wood MacKenzie to
hold approximately 525 Mmboe of reserves.” (Page 89.)
• “Triton’s Malaysia—Thailand Joint Development Area discoveries…are estimated by
Wood MacKenzie to hold approximately 950 Mmboe of  reserves.” (Page 89.)
• “…world oil consumption in 2009 decreas ed to 84.1 million bopd from 85.2 million
bopd in 2008 as a result of the global economic downturn that began in late 2007.” (Page 107.)
• “[T]he International Energy Agency (‘IEA ’) projects demand for oil to be up in 2010
and 2011, at 86.6 million bopd and 87.9 million bopd, respectively.” (Page 107.)
 The above list is not intende d to exhaustive.  Please mark the supporting documents to
show precisely the location of  each piece of information on which you are relying for the
claims you make in your prospectus.  In a ddition, please tell us whether your source
material is publicly available, and whethe r you paid any compensation for the receipt of
such information.

7. Please monitor the need to provide updated fi nancial information in accordance with Item
3-12 of Regulation S-X.
New Ventures group focused on expanding our  high-quality asset portfolio, page 5

8. It is not clear to us where in the prosp ectus you discuss your “high-impact new venture
acquisition program.”  Please advise.
Prospectus Summary, page 1

9. Balance the presentation of your Competitiv e Strengths in the Summary by highlighting
some of the risks associated with your stra tegy and operations.  You currently have a one
sentence cross-reference to your Risk Factor s.  Also, explain to us why you believe it
appropriate to have detailed informa tion about Discovery Information, Ghana
Information and Prospect Information in the Summary rather than in the Business
section.

Our History, page 4

10. Explain, or provide a cross-re ference, as to why the sale  to ExxonMobil was terminated.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 4   Risk Factors, page 19

11. Please ensure that your risk fact ors are tailored to your  particular risks.  For instance, you
state at page 36, “Increased cost s of capital could adversely a ffect our business.” This risk
factor could apply to any company.  Similarl y, you state at page 42, “Our business could
be affected by recent health care reform and potential federal tax consequences.”
However, you also indicate that you are not  aware of any material impact to your
business.  If you cannot articulate a material  risk, please remove the risk factor.

12. Please eliminate language which mitigates the risks you discuss, such as clauses
beginning with the word “while.”  For ex ample, in the middle of page 21, where you
discuss the prospect that you will not decl are discoveries in time to retain your
exploration and production rights, you qualify that risk with the following statement:
“While we expect that our current drilling schedu le will enable us to retain the rights to
develop the prospects we have  identified in this prospectus under the agreements
currently in place (or, with respect to th e Boujdour Offshore Block, expected to be
entered shortly)….”  Similarly, on page 26, wh ere you discuss the pros pect that you may
be unable to raise additiona l capital, you mitigate the disc losure with the following
statement: “While we believe our operations, upon the cons ummation of this offering,
will be adequately funded through early 2013….”   These examples are not exclusive;
please review your entire “R isk Factors” section in light of this comment.

The present value of future net revenu es from our proved reserves…, page 24

13. We note your statement that if oil prices  decline by $1.00 per bbl, your PV-10 as of
June 30, 2010 would decrease by approximately  $23.0 million.  Please tell us how
investors are to interpret this statement as you appear to have not pr ovided a definition of
PV-10 in this area of your document, nor ha ve you provided any i ndication of how your
standardized measure would be impacted.
 Our operations could be adversely imp acted by our block partner…, page 38

14. We note your disclosure at page 38 capti oned, “Our operations could be adversely
impacted by our block partner, whose affilia te is involved in the Macondo Gulf of
Mexico oil spill.”  Please identify the block partner and the affiliate.
 Selected Historical and Pro Forma Financial Information, page 56

15. We note your presentation of pro forma net lo ss and pro forma balance sheet information
giving effect to the corporate reorganization prior to the impact of your initial public
offering.  Please tell us how you considered also presenting similar pro forma information
on the face of your historical financial statements.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 5   Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
59
 General and Administrative, page 60

16. We note your disclosure that “we expect to incur certain non-recurr ing expenses related
to the offering in the quarter in which the offering occurs, including a $15.0 million payment that is payable upon successful completi on of an initial public offering.”  Please
expand your disclosure here and elsewhere as applicable, to qua ntify the expected
amount of expenses related to the offering, and explain in further deta il the nature of the
$15 million payment, and to whom the $15 million is payable.

Liquidity and Capital Resources, page 65

17. We note your disclosure that you r credit facilities are subject to  certain debt covenants.
Please expand your disclosure to describe how to  calculate each debt covenant ratio.  As
part of your response, please tell us whether you were in compliance with your covenants
as of your latest balance sheet  date.  Similar concerns appl y to your disclosures on page
F-18.

Contractual Obligations, page 69

18. We note from your disclosure that the long term debt you present in the table does not
include the related interest payments.  Pleas e tell us how you considered footnote 46 of
SEC Release 33-8350, Commission Guidance Re garding Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
  Interest Rate Risk, page 74

19. You indicate that if the LIBOR rate increa sed by 10%, you estimate your net liability for
interest rate swaps would decr ease approximately $9.7 million.  You also indicate that if
the LIBOR rate decreased by 10%, you estim ate the liability would increase to
approximately $11.9 million (i.e. an increas e of approximately $1.1 million).  Your
disclosure appears to indicate a 10% increas e in LIBOR results in an approximate 90%
decrease in your net liabili ty whereas a 10% decrease in LIBOR results in only an
approximately 18% increase in your net liabil ity.  Please explain to us why this is the
case and revise your disclosure to ma ke the quantitative changes comparable.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 6    Business, page 84

20. We note your disclosure regarding your phased development strategy, including your
assertion at page 87 that “a phased developm ent strategy provides for first oil production
earlier than what would otherwise be possi ble using traditional development techniques,
which are disadvantaged by mo re time-consuming, costly an d sequential appraisal and
pre-development activities.”  Please define this  strategy in greater detail and describe the
appraisal and pre-development activities which you chose to  postpone or forgo.
 Our Reserves, page 104

21. We note your disclosure that your PV-10 and your standardized measure were equal at
June 30, 2010 because you were a Cayman compa ny not subject to ent ity level taxation.
However, we note your treatment  of taxation in your standa rdized measure here appears
to differ from that presented in the notes to your consolidated fi nancial statements on
page F-64.  In this regard, we note the standa rdized measure you present on page F-64 as
of December 31, 2009 includes foreign income tax expense.  Please clarify for us why
these two presentations differ.  As part of your response, please te ll us the jurisdictions
included in the foreign income taxes include d in your standardized measure on page F-
64.

22. We note that part of your operations are c onducted offshore the Republic of Ghana.
Please review your disclosure to ensure that  you have disclosed all material information
regarding your potential liability in the event that your employees or one of your rigs is
involved in an explosion or similar event at  any offshore locations.  For example, and
without limitation, please  address the following:

• Describe the allocation of risk in your dril ling contracts, addressing in particular any
indemnification provisions re lating to liability for pollu tion, environmental damages,
etc.  Your response should address individual contracts, to the extent material and
meaningful under the circumstances.
• Describe the risks for which you ar e insured for your offshore rigs.
• Disclose the applicable deductibles and policy limits related to your insurance
coverage.
• Disclose whether your existi ng insurance would cover a ny claims made against you
by or on behalf of individuals who are not  your employees in the event of personal
injury or death.

23. In this regard, we note your disclosure at pa ge 117 regarding your preparedness for an oil
spill emergency.  Please discuss in greater detail the resources you have allocated to
address any environmental harm, including the amount of money you are prepared to

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 7
spend on such efforts, how the money would be spent, the number of employees that
would be involved, and a ny equipment that you own.
 Internal Controls Over Reserves Estimation Process, page 107

24. Indicate the qualifications of  your Senior Vice-President, Production and Operations.
See Item 1202(a)(7) of Regulation S-K.
 Financial Statements for Fiscal Quarter Ended September 30, 2010

 Consolidated Statements of Cash Flows, page F-5

25. We note you conduct the majority of your opera tions outside of the United States, and
your financial statements are presented in US Dollars.  Please tell us how you considered
the requirement to separately disclose the effect of exchange rate changes on cash
balances held in foreign currencies as de scribed in ASC 830-230-45-1.  Similar concerns
apply to your annual fi nancial statements.
 Notes to Consolidated Financial Statements, page F-6

 Note 2 Accounting Policies, page F-6

Asset Retirement Obligations, page F-8

26. We note your disclosure that as a result of commencing production on November 28,
2010, you will be required to record an asse t retirement obligation during the quarter
ended December 31, 2010.  Please clarify for us  in further detail why your disclosure
appears to imply you do not incur any asse t retirement obligations until production
commences.
  Note 4 Notes Receivable and Long Term Note Receivable, page F-13

27. We note you participated in financing the c onstruction of the FPSO  you currently use in
the Jubilee unit, and you later entered into an advance payment arrangement related to the construction, installation, lease, operations, and maintenance of the FPSO.  Please explain
to us the following:
• Describe to us in more detail the si gni