SecProbe.io

Mail Stop 4628
June 2 3, 2016

Via Email
Thomas P. Chambers
Chief Financial Officer
Kosmos Energy Ltd.
Clarendon House
2 Church Street
Hamilton, Bermuda HM 11

Re: Kosmos Energy Ltd.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 22, 2016
Form 8 -K dated  May 9, 2016
File No. 1 -35167

Dear Mr. Chambers :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe  our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Business, page 8

Summary of Oil and Gas Reserves, page 20

1. Your disclosure regarding proved undeveloped reserves does not appear to fully explain
the changes that occ urred during the year.   Revise to identify and quantify each of the
factors resulting in a change to your  proved undeveloped reserve quantities.   Refer to
Item 1203(b) of Regulation S -K.

Thomas P. Chambers
Kosmos Energy Ltd.
June 23, 2016
Page 2

 Notes to Consolidated Financial Statements

Note 6 – Suspended Well Costs, page 112
2. We note your disclosure that you are currently in discussions with the government of
Ghana regarding additional technical studies and evaluations you want to conduct prior to
making a determination regarding commerciality of the Akasa discovery.  However,
corresponding disclosure in your 2014 10 -K indicates that you expected to make a
decision regarding the commerciality of the Ak asa discovery in early 2015.  Provide us
with a detailed analysis that demonstrates you are making sufficient progress on assessi ng
the reserves and the economic and operating viability of your Akasa discovery.  Your
response should include a thorough discussion of the factors identified in FASB ASC
932-360-35-19.
Form 8 -K dated May 9, 2016
Exhibit  99.1
3. We note in the press release furnished on Form 8 -K you present certain non -GAAP
measures which are used by management.   Revise your presentation to disclose the
purposes for which your management uses the non -GAAP measures.   Refer to Item 10(e)
of Regulation S -K.
4. We note that you pr esent the non -GAAP measure adjusted net income (loss) on a per
diluted share basis.   Revise your presentation to provide a reconciliation of this non -
GAAP earnings per share measure to GAAP earnings per share.   Refer to Question
102.05 of the Non -GAAP Fina ncial Measures Compliance & Disclosure Interpretations.

5. We note that your non -GAAP measures EBITDAX and adjusted net income (loss)
include adjustments for cash settlements on commodity derivatives.   We note that the
amounts presented do not agree with the  cash settlements on derivatives presented in
your consolidated statements of cash flows.   Please disclose the reason for the variances
in amounts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsib le for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Thomas P. Chambers
Kosmos Energy Ltd.
June 23, 2016
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331 or Kimberly L.
Calder,  Assistant Chief Accountant, at (202) 551 -3701 with any questions.

Sincerely,

 /s/ Ethan Horowitz

        Ethan Horowitz
        Branch Chief
Office of Natural Resources