SecProbe.io

April 18, 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. 4 to Registrati on Statement on Form S-1
Filed March 30, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your amendment, and your  letter dated April 14, 2011, and we have
the following comments.  In some of our co mments, 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. 4 to Registration Statement on Form S-1

 Risk Factors, page 17

 The inability of one or more third parties who cont ract with us to meet their obligations to us
may adversely affect our financial results, page 20
 1. We note your response to comment three in our letter dated Apr il 13, 2011 implies that
you have not historically had defaults other than the EO Group.  However, your

Brian F. Maxted
Kosmos Energy Ltd. April 18, 2011 Page 2
 disclosure on page 20 appears to indicate partners other than the EO Group have been in
default in the past.  With regard to this  disclosure please provide us the following
information:
• tell us which partners besides EO Group ha ve not paid their share of costs in the
past;
• clarify which non-defaulting block partners  paid the proportiona te share of the
costs on behalf of the defaulting parties;
• tell us the gross amount of payments made  on behalf of the defaulting parties, and
what your share of such costs was;
• tell us the partners which paid the EO  Group’s share of costs and expenses upon
their default;
• tell us if such partners have sought to require the EO Group to forfeit its interest
in the Jubilee Unit, or have taken other measures to recover their cost; and
• tell us how the right to recover the cost s paid on behalf of the EO Group factored
into your determination regarding your allowance for doubtful accounts.
 2. We further note from your disclosure on pa ge 111, that under the terms of the WCTP
agreement, “The EO Group owns a 3.5% ‘c arried’ working interest and all of EO
Group’s share of costs to first production from the WCTP Block are paid by Kosmos
Ghana.”  As all costs to first production are paid by Kosmos Ghana, please clarify how
the EO Group is currently in default under the joint operating agreement for the WCTP
Block for failure to pay its sh are of costs and expenses.
 Results of Operations, page 60

 Year Ended December 31, 2010 vs. 2009, page 60

Doubtful Accounts Expense, page 61
 3. Your response to comment three in our le tter dated April 13, 2011 explains that you do
not have a perfected lien agains t the account receivable in de fault and, therefore, did not
consider future net revenues in your assessm ent of the collectability of the EO Group
receivable.  Please clarify what you mean wh en you refer to a perfected lien, and why
you must have a perfected lien in order to  collect amounts due from the EO Group.
Please also explain if the noti on of having a perfected lien in  order to collect amounts due
from the EO Group was considered in the original agreement between Kosmos Ghana
and the EO Group.  If so, tell us the specific pr ovisions in the agreements that specify the
rights and obligations of each party with regard to the collection of amounts under
default.  Please also tell us  what procedures you performed to ensure you had a perfected
lien.
4. We note from your disclosure on page 111 that  the EO Group is required to reimburse
Kosmos Ghana for all development costs paid by Kosmos Ghana on EO Group's behalf,

Brian F. Maxted
Kosmos Energy Ltd. April 18, 2011 Page 3
 with Kosmos Ghana entitled to receive all of EO Group's production proceeds until
repayment in full.  Please explain how this di sclosure is consistent  with your response
that you did not consider future net reve nues in assessing the co llectability of the
receivable due to the lack  of a perfected lien.
 5. Your response to comment three in our lette r dated April 13, 2011 also explains that the
gross amount due from the EO Group is $61.7 m illion.  Please clarify why only a portion
of the amount due from the EO Group was cons idered uncollectible, and how the specific
amounts considered collectible versus uncollectible were determined.
 Business, page 81

 Our Reserves, page 103

 6. Your response to comment five in our lette r dated April 13, 2011 explains that you do not
have any corporate income taxes as you are incorporated in Berm uda, and therefore, do
not have any income taxes related to your proved reserves.  We note you present
Ghanaian taxes within your pr esentation of result s of operations for oil and gas producing
activities as required by AS C 932-235-50-21 through 28 and w ithin your standardized
measure of discounted future net cash fl ows required by ASC 932-235-50-29 through 33.
Based on the guidance provided in ASC 932-235-50-25 and 31c, the taxes included
within these disclosures and calculations, appear to relate  to an entities oil and gas
producing activities which are derived from proved oil and gas reserves.  Therefore,
please clarify why you believe your Ghanaian ta xes are not related to you proved oil and
gas reserves.
 7. Your response to comment six in our le tter dated April 13, 2011 explains that
approximately 3 MMbbls of oil related to  the royalty payable to the Ghanaian
government is included within your total net proved reserves of 56 MMbbls.  As these
volumes appear to relate to the interests of  others, please revise your presentation of net
proved reserves to remove the volumes  in accordance with ASC 932-235-50-4.
 Notes to Consolidated Financial Statements, page F-8

 Note 12 Asset Retirement Obligations, page F-26

 8. The disclosure under the table e xplains that you recognized your  liability related to asset
retirement obligations in the fourth quarter of 2010 with the commencement of
production.  However, your response to co mment seven explains that you had 2
development wells in progress of being completed as of December 31, 2010 which are
included in the company’s asset retirement ob ligation.  As these wells are not currently
producing, please clarify the apparent inc onsistency between your response and the
disclosure in Note 12.

Brian F. Maxted
Kosmos Energy Ltd. April 18, 2011 Page 4
 9. Your response to comment seven in our letter dated April 13, 2011 explains that
development wells are plugged after the cessation of drilling activities.  Please tell us if
you record an asset retirement obligation re lated to these development wells, and at
which point in the development drilling pr ocess you incur the ob ligation to plug the
wells.  Please also tell us the total amount of costs incurred in each of  the past three years
related to the temporar y plugging of your wells.
 Note 16 Income Taxes, page F-31

 10. In your response to comment eight in our letter dated April 13, 2011 you explain that you
had one oil lifting during the fi rst quarter and expect to have  two oil liftings per quarter
for the remainder of fiscal year 2011.  Please further describe for us the process of your
oil liftings, and why these appear to occur at specific times rather than on a continuous
basis.  Please also tell us why you only ha d one in the first quarter, and why you are
expecting two per quarter for the remainder of fiscal year 2011.
 11. We note your response to comment eight in our letter dated April 13, 2011.  It does not
appear the positive evidence cited regarding your  expectation of future taxable income is
sufficient to offset the negative evidence cr eated by your cumulative losses in recent
years.  At this time, we are not in a positi on to agree that the valuation allowance related
to your Ghana deferred tax asset should be removed as of December 31, 2010, or to date.
Please revise accordingly.
 Exhibits

 12. We note your disclosure at pages 62-63 rega rding your new commerci al debt facility.
Please file a copy of the agreement documentati on as an to your registration statement.
See Item 601(b)(10) of Regulation S-K.
 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 18, 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