SecProbe.io

April 22, 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 April 14, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your letter dated Ap ril 22, 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. 4 to Registration Statement on Form S-1

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
57
 Critical Accounting Policies, page 67

 Receivables, page 68

 1. We note the proposed revisions provided in re sponse to prior comment one of our letter
dated April 21, 2011.  As it rela tes the reimbursable develo pment costs from the EO

Brian F. Maxted
Kosmos Energy Ltd. April 22, 2011 Page 2
 Group, please expand to further explain why you believe you will recover a portion of the
amount receivable, and the speci fic actions you intend to take to collect such amounts.
 Notes to Consolidated Financial Statements, page F-8

 Note 16 Income Taxes, page F-31

 2. We note the proposed revisions provided in response to prior comment two of our letter
dated April 21, 2011.  Please revise these disclosu res to further clarify the impact of the
valuation allowance reversal on your financia l statements.  Please also include more
specific disclosure regarding your projection of  future taxable income and the recognition
of the Ghana deferred tax asset.  As app licable, please ensure you revise disclosures
elsewhere in the document.
 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.
You may contact James Murphy, Petroleum E ngineer, at (202) 551- 3703 with questions
about engineering comments.  You may contact Ma rk Wojciechowski, Staff Accountant, at (202)
551-3759 or Mark Shannon, Branch Chief, at (2 02) 551-3299 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Alexandra M.
Ledbetter, Staff Attorney, at (202) 551-3317 or me at (202) 551-3740 with any other questions.

Sincerely,
  /s/ Mark C. Shannon  -for-
H. Roger Schwall Assistant Director