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 New York

Menlo Park

Washington DC

London

Paris

Madrid

Tokyo

Beijing

Hong Kong

Richard D. Truesdell, Jr.

Davis Polk & Wardwell LLP
 450 Lexington Avenue

New York, NY 10017

212 450 4674 tel

212 701 5674 fax

richard.truesdell@davispolk.com

 March 28, 2011

Re:Kosmos
Energy Ltd. (the "Company")

Registration Statement on Form S-1

File No. 333-171700

Mr. H.
Roger Schwall

Assistant Director

Securities and Exchange Commission

Mail Stop 7010

100 F Street N.E.

Washington, DC 20549-4628

Dear
Mr. Schwall:

        This
letter relates to the Company's Registration Statement on Form S-1, as amended through Amendment No. 2 on March 23, 2011. On behalf of the Company,
we hereby provide the following proposed price range and share number information to be included in the Company's preliminary prospectus (the "Preliminary Prospectus") relating to the Company's
proposed initial public offering (the "Offering") for the Commission's review. Such Preliminary Prospectus will state that the initial offering price to the public of the Company's common shares (the
"Common Shares") is expected to be between $16.00 and $18.00 per share, based on 30,000,000 shares of Common Stock offered to the public in connection with the Offering and 371,176,471 shares expected
to be outstanding upon completion of the Offering. As requested by the Commission, please find enclosed the relevant sections of the Registration Statement updated to reflect the price range and share
number information, as well as updated disclosure concerning the Company's employee compensation arrangements, all of which we expect to include in Amendment No. 3 to the Registration Statement
to be filed shortly.

        To
the extent that you have any questions regarding this letter, please do not hesitate to contact me at (212) 450-4674.

Sincerely,

/s/
Richard D. Truesdell, Jr., Esq.

Richard
D. Truesdell, Jr., Esq.

cc:Brian
F. Maxted

David J. Beveridge, Esq.

 The information in this prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

 SUBJECT TO COMPLETION, DATED                  , 2011

30,000,000 Shares

Kosmos Energy Ltd.

Common Shares

        This is an initial public offering of common shares of Kosmos Energy Ltd. Prior to this offering, there has been no public market for our
common shares. The initial public offering price of the common shares is expected to be between $16.00 and $18.00 per share. We have applied for our common shares to be listed on the New York Stock
Exchange under the symbol "KOS."

        The
underwriters have an option to purchase a maximum of 4,500,000 additional common shares from us to cover over-allotments of common shares. The underwriters can exercise
this option at any time within 30 days from the date of this prospectus.

        Investing in our common shares involves risks. See "Risk Factors" on page 17.

Price to Public

Underwriting

Discounts and

Commissions

Proceeds

to Us

 Per Common Share

$

$

$

 Total

$

$

$

        Delivery
of the common shares will be made on or about                    , 2011.

        Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

        Consent
under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of the common shares to persons
resident and non-resident of Bermuda for exchange control purposes provided our common shares remain listed on an appointed stock exchange, which includes the New York Stock Exchange. This
prospectus will be filed with the Registrar of Companies in Bermuda in accordance with Bermuda law. In granting such consent and in accepting this prospectus for filing, neither the Bermuda Monetary
Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

Credit Suisse

Citi

Barclays Capital

 The date of this prospectus is                    , 2011.

  The Offering

 Issuer

 Kosmos Energy Ltd.

 Common shares offered by us

  30,000,000 common shares

 Common shares to be issued and outstanding after this offering

  371,176,471 common shares

 Over-allotment option

  We have granted to the underwriters an option, exercisable upon notice to us, to purchase up to 4,500,000
additional common shares at the offering price to cover over-allotments, if any, for a period of 30 days from the date of this prospectus.

 Use of Proceeds

  We intend to use the net proceeds from this offering and other resources available to us to fund our capital
expenditures, and in particular our exploration and appraisal drilling program and development activities through early 2013 and associated operating expenses, and for general corporate purposes. See "Use of Proceeds" on page 51 of this
prospectus for a more detailed description of our intended use of the proceeds from this offering.

 Listing

  We have applied for our common shares to be listed on the New York Stock Exchange (the "NYSE") under the symbol
"KOS." Shortly after the closing of this offering, we intend to apply to list our common shares on the Ghana Stock Exchange (the "GSE"), although there can be no assurance that this listing will be completed in a timely manner, or at all.

         Except
as otherwise indicated, all information in this prospectus assumes:

•the completion, simultaneously with or prior to the closing of this offering, of our corporate reorganization pursuant to
which all of the interests of Kosmos Energy Holdings will be exchanged for common shares of Kosmos Energy Ltd. and as a result Kosmos Energy Holdings will become wholly-owned by Kosmos
Energy Ltd.;

•an initial public offering price of $17.00 per common share, the midpoint of the estimated public offering price range set
forth on the cover page of this prospectus. In the event that the initial public offering price in this offering is less than $17.00 per common share, the aggregate number of common shares issuable as
a result of the exchange of the Series A Preferred Units of Kosmos Energy Holdings will be increased and the aggregate number of common shares issuable as a result of the exchange of the
Series B and Series C Preferred Units and the Common Units of Kosmos Energy Holdings will be decreased. The exact amount of any such adjustments, if any, will be based on the actual per
share initial public offering price. However, any such adjustments will not result in any change to the aggregate number of common shares issuable in exchange for preferred units, nor any change in
the aggregate number of common shares issued and outstanding after this offering (other than any increase or decrease resulting from the elimination of fractional shares); and

•no exercise of the underwriters' over-allotment option to purchase additional common shares.

14

  SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

        The summary historical financial data set forth below should be read in conjunction with the sections entitled "Corporate
Reorganization", "Selected Historical and Pro Forma Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with Kosmos Energy Holdings'
financial statements and the notes to those financial statements included elsewhere in this prospectus. Kosmos Energy Holdings has been a development stage company. The consolidated statements of
operations and cash flows for the years ended December 31, 2006, 2007, 2008, 2009 and 2010 and for the period April 23, 2003 (Inception) through December 31, 2010, and the
consolidated balance sheets as of December 31, 2005, 2006, 2007, 2008, 2009 and 2010 were derived from Kosmos Energy Holdings' audited consolidated financial statements. The summary unaudited
pro forma financial data set forth below is derived from Kosmos Energy Holdings' audited consolidated financial statements appearing elsewhere in this prospectus and is based on assumptions and
includes adjustments as explained in the notes to the tables.

 Consolidated Statements of Operations Information:

Period

April 23, 2003

(Inception)

through

December 31

2010

Year Ended December 31

2006

2007

2008

2009

2010

(In thousands, except per share data)

 Revenues and other income:

 Oil and gas revenue

$
—

$
—

$
—

$
—

$
—

$
—

 Interest income

445

1,568

1,637

985

4,231

9,142

 Other income

3,100

2

5,956

9,210

5,109

26,699

 Total revenues and other income

3,545

1,570

7,593

10,195

9,340

35,841

 Costs and expenses:

 Exploration expenses, including dry holes

9,083

39,950

15,373

22,127

73,126

166,450

 General and administrative

9,588

18,556

40,015

55,619

98,967

236,165

 Depletion, depreciation and amortization

401

477

719

1,911

2,423

6,505

 Amortization—debt issue costs

—

—

—

2,492

28,827

31,319

 Interest expense

—

8

1

6,774

59,582

66,389

 Derivatives, net

—

—

—

—

28,319

28,319

 Equity in losses of joint venture

9,194

2,632

—

—

—

16,983

 Doubtful accounts expense

—

—

—

—

39,782

39,782

 Other expenses, net

7

17

21

46

1,094

1,949

 Total costs and expenses

28,273

61,640

56,129

88,969

332,120

593,861

 Loss before income taxes

(24,728
)

(60,070
)

(48,536
)

(78,774
)

(322,780
)

(558,020
)

 Income tax expense (benefit)

—

718

269

973

(77,108
)

(75,148
)

 Net loss

$
(24,728
)
$
(60,788
)
$
(48,805
)
$
(79,747
)
$
(245,672
)
$
(482,872
)

 Accretion to redemption value of convertible preferred units

(4,019
)

(8,505
)

(21,449
)

(51,528
)

(77,313
)

(165,262
)

 Net loss attributable to common unit holders

$
(28,747
)
$
(69,293
)
$
(70,254
)
$
(131,275
)
$
(322,985
)
$
(648,134
)

 Pro forma net loss (unaudited)(1):

 Pro forma basic and diluted net loss per common share(2)

$
(0.66
)

 Pro forma weighted average number of shares used to compute pro forma net loss per share, basic and diluted(3)

371,176,471

(1)Pursuant
to the terms of a corporate reorganization that will be completed simultaneously with, or prior to, the closing of this offering, all of the
interests in Kosmos Energy Holdings will be exchanged for newly issued common shares of Kosmos Energy Ltd. based on these interests' relative rights as set forth in Kosmos Energy Holdings' current
operating agreement. This includes convertible preferred units of Kosmos Energy Holdings which are

 15

redeemable
upon the consummation of a qualified public offering (as defined in the current operating agreement) into common shares of Kosmos Energy Ltd. based on the pre-offering equity value of such
interests. Consequently, pro forma basic and diluted net loss per common share is presented above, giving effect to the additional shares of common stock issuable to the pro forma shareholders upon
consummation of this offering.

(2)Any
stock options, restricted share units and share appreciation rights that are out of the money will be excluded as they will be anti-dilutive.

(3)The
weighted average common shares outstanding have been calculated as if the ownership structure resulting from the corporate reorganization was in place
since inception.

  Consolidated Balance Sheets Information:

As of December 31

Pro Forma as

Adjusted as of

December 31

2010(1)

2006

2007

2008

2009

2010

(In thousands)

(Unaudited)

 Cash and cash equivalents

$
9,837

$
39,263

$
147,794

$
139,505

$
100,415

$
578,140

 Total current assets

10,334

65,960

205,708

256,728

559,920

1,037,645

 Total property and equipment

1,567

18,022

208,146

604,007

998,000

998,000

 Total other assets

3,704

3,393

1,611

161,322

133,615

133,615

 Total assets

15,605

87,375

415,465

1,022,057

1,691,535

2,169,260

 Total current liabilities

1,436

28,574

68,698

139,647

482,057

482,057

 Total long-term liabilities

—

—

444

287,022

845,383

845,383

 Total convertible preferred units

61,952

167,000

499,656

813,244

978,506

—

 Total unit holdings/shareholders' equity

(47,783
)

(108,199
)

(153,333
)

(217,856
)

(614,411
)

841,820

 Total liabilities, convertible preferred units and unit holdings/shareholders' equity

15,605

87,375

415,465

1,022,057

1,691,535

2,169,260

(1)Includes
the effect of our corporate reorganization and the effect of this offering as described in "Corporate Reorganization," "Capitalization" and
"Dilution."

  Consolidated Statements of Cash Flows Information:

Period

April 23, 2003

(Inception)

through

December 31

2010

Year Ended December 31

2006

2007

2008

2009

2010

(In thousands)

 Net cash provided by (used in):

 Operating activities

$
(9,617
)
$
(17,386
)
$
(65,671
)
$
(27,591
)
$
(191,800
)
$
(331,009
)

 Investing activities

(14,663
)

(58,161
)

(156,882
)

(500,393
)

(589,975
)

(1,329,026
)

 Financing activities

19,768

104,973

331,084

519,695

742,685

1,760,450

 16

•the success of our exploration and development operations, and the marketing of any oil and natural gas we produce;

•regulatory developments in Bermuda, the United States and foreign countries where we operate;

•the recruitment or departure of key personnel;

•quarterly or annual variations in our financial results or those of companies that are perceived to be similar to us;

•market conditions in the industries in which we compete and issuance of new or changed securities;

•analysts' reports or recommendations;

•the failure of securities analysts to cover our common shares after this offering or changes in financial estimates by
analysts;

•the inability to meet the financial estimates of analysts who follow our common shares;

•the issuance of any additional securities of ours;

•investor perception of our company and of the industry in which we compete; and

•general economic, political and market conditions.

 A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our common shares to drop
significantly, even if our business is doing well.

        All of the shares being sold in this offering will be freely tradable without restrictions or further registration under the federal
securities laws, unless purchased by our "affiliates" as that term is defined in Rule 144 under the Securities Act. The remaining common shares issued and outstanding upon the closing of this
offering are restricted securities as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the U.S. public market only if registered or if they qualify for an
exemption from registration, including by reason of Rules 144 or 701 under the Securities Act. All of our restricted shares will be eligible for sale in the public market beginning in 2011,
subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144, and also the lock-up agreements described under "Underwriting" in this
prospectus. Additionally, we intend to register all our common shares that we may issue under our employee benefit plans. Once we register these shares, they can be freely sold in the public market
upon issuance, unless pursuant to their terms these share awards have transfer restrictions attached to them. Sales of a substantial number of our common shares, or the perception in the market that
the holders of a large number of shares intend to sell common shares,