SecProbe.io

April 13, 2011
  Via E-mail

 Brian F. Maxted Chief Executive Officer Kosmos Energy Ltd. 8176 Park Lane, Suite 500 Dallas, Texas 75231
Re: Kosmos Energy Ltd.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed March 23, 2011 Amendment No. 3 to Registrati on Statement on Form S-1
Filed March 30, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your amendments, and your letters dated March 23, 2011 and March
28, 2011, and we have the following comments.  In some of our comments, we may ask you to provide 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.
 Amendment No. 2 to Registration Statement on Form S-1

 Use of Proceeds, page 48

 1. We have considered your response to comme nt 2 in our letter dated February 11, 2011
but do not concur.  Please revise your disclo sure regarding the use of proceeds to clarify
that $15 million will be utilized for this payment, indicate to whom, and for what

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 2
 purpose, the payment is being made and file the underlying agreement or document as an
exhibit to the registration statement.
Results of Operations, page 59

 Year Ended December 31, 2010 vs. 2009, page 59

 General and Administrative, page 59

 2. We note you capitalized $4.4 million in techni cal service fees at December 31, 2010.
Please explain to us in further detail th e nature of the fees and your basis for
capitalization.

Doubtful Accounts Expense, page 60

 3. Your disclosure explains that you record ed an allowance for doubtful accounts of $39.8
million related to receivables which b ecame due upon the commencement of oil
production from the Jubilee Field in November  2010.  Please tell us whether the entire
allowance relates to your disc losure on page 20 regarding the EO Group.  If not, please
tell us the counterparty(ies) to whom the allowan ce relates.  As part of your response,
please address the following:

• Quantify the gross amount of the receivables to which the allowance applies;
• Describe to us in more detail the other de faults you have experi enced as you disclose
on page 59.  Your description of the other defaults should include but not be limited
to such information as the counterparty, the amount of the default, and how such amounts were recorded in your hist orical financial statements; and
• Tell us and revise your critical accounting polic y disclosure on page 67 to describe in
more detail how you have considered th e future net revenues of the debtor’s
ownership interest in oil and natural gas properties you operate when determining the
amount of your allowance as of your ba lance sheet date.  Your response should
address the specific circumstances of the receivables subject to your allowance for
doubtful accounts at December 31, 2010.
 Kosmos Exploration Approach, page 84

 4. We note your revisions in res ponse to comment 5 in our letter dated February 11, 2011.
However, you continue to use terms such as “high impact acquisition program” and “high
quality asset portfolio” without explaini ng how you define “high impact” or “high
quality.”  Please revise your disc losure to explain those terms.

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 3
 Our Reserves, page 102

 5. The reconciliation of PV-10 to your standard ized measure on page 103 now explains that
the measures are the same because you do not have any income taxes related to your proved reserves.  This disclosure differs fr om that provided in Amendment No. 1 to your
Form S-1 filed March 3, 2010, in which you expl ained that Ghanaian income taxes were
included in your standardized measure.  We  also note you continue to present future
income taxes within your presentation of th e standardized measure of future net cash
flows on page F-41.  As such, please clarif y your statement that you do not have any
income taxes related to your proved re serves, and explain why your PV-10 and
standardized measure are now the same.
 6. We note your additional disclosure on page  110 that you are “required to pay a fixed
royalty of 5% and a sliding-sc ale royalty (‘additional oil entitlement’) which escalates as
the nominal project rate of retu rn increases.  These royalties ar e to be paid in-kind or, at
the election of the government of Ghana, in ca sh.”  Please tell us whether your net proved
reserve volumes presented here include the ro yalty interests due to the host government
or others.  If they do, advise us of the amounts and why you believe it is appropriate to
include those amounts in your reserve volumes.  Please refer to the last sentence in ASC
932-235-50-4.  As part of your response, provide  us detailed examples demonstrating the
calculation steps and procedures you use in de termining the royalty payments due to the
government of Ghana.  Clearly indicate how any floors, ceilings or other price-fixing
mechanisms operate.  Also, please furnish to us, in English, examples of each type of contract, agreement, or arrangement unde r which you calculate and pay royalties.
 Notes to Consolidated Financial Statements, page F-8

 Note 12 Asset Retirement Obligations, page F-26

 7. We note your response to comment eight in our  letter dated February  11, 2011 appears to
focus on post-production retirement obligations .  In light of the guidance in ASC 410,
which requires the recognition of a retirement  obligation when the obligation is incurred,
please explain to us in more detail how you ha ve considered when you incur a retirement
obligation during the development phase.  In  this regard, we not e your response dated
March 3, 2011 indicated that you do not believ e you have a future retirement obligation
until production commences because you cap and temporarily abandon wells when drilling operations cease to enable connection of  such wells to the production facilities at
a later date.  However, it a ppears that you may incur an oblig ation to cap and temporarily
abandon wells while drilling operations are in pr ogress.  As your disclosure on page 108
appears to indicate you had a number of devel opment wells in process at December 31,
2010, please tell us how you considered AS C 410 with respect to those wells.

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 4
 Note 16 Income Taxes, page F-31

 8. Your response to comment nine in our letter dated February 11, 2011 indicates you
generated revenue of approximately $93 m illion in January 2011.  Please expand the
information you have provided to tell us the amount of taxable income you will recognize
in Ghana through March 31, 2011, or the latest pr acticable date, that will be applied to
your net operating loss carry-forwards.  As part of your response, please  explain to us the
period of time over which you believe your pr ojections should be confirmed by actual
results when assessing the need for a valu ation allowance and revise your critical
accounting policy disclosure on page 67 to disc uss your consideration of projections of
future taxable income.

Exhibits 99.1 and 99.2

 9. Your response to comment 11 in our letter  dated February 11, 2011 explains that you
revised your engineering reports in response to  our comment.  However, it is not clear
how such reports were revised as we note the reports continue to include a statement that
“The estimates in this report have been prep ared in accordance with the definitions and
guidelines of the U.S. Securities and Ex change Commission (SEC) and, with the
exception of the exclusion of future income  taxes, conform to the FASB Accounting
Standards Codification Topic 932, Extractive Ac tivities—Oil and Gas.”  As requested in
prior comment 11, please clarify the statem ent that your estimates conform to the
codification except for the excl usion of income taxes, a nd explain in detail how you
revised the reports.

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 5

You may contact Mark Wojciechowski, Sta ff Accountant, at ( 202) 551-3759 or Mark
Shannon, Branch Chief, at (202) 551-3299 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Alexandra M. Le dbetter, Staff Attorney,
at (202) 551-3317 or me at (202) 551-3740 with any other questions.

Sincerely,
  /s/ H. Roger Schwall
H. Roger Schwall Assistant Director