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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

 April 19, 2011

Re:

Kosmos Energy Ltd. (the "Company")

Registration Statement on Form S-1

Filed January 14, 2011

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 is in response to your letter dated April 18, 2011. We have set forth your comments followed by the Company's response.

 Risk Factors, page 17

The inability of one or more third parties who contract 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 April 13, 2011 implies that you have not historically had defaults
other than the EO Group. However, your 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 have not paid their share of costs in the
past;

•clarify which non-defaulting block partners paid the proportionate 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 costs paid on behalf of the EO Group factored into your
determination regarding your allowance for doubtful accounts.

 Background

        We think it would be helpful to provide an explanation of the two agreements related to your comments numbered 1 through 5 regarding
the EO Group. These are, first, our agreement with EO group (the "EO Agreement") that created our obligation to pay EO Group's share of costs (the "EO Carry") under the WCTP Joint Operating Agreement
attributable to their 3.5% interest in the WCTP Petroleum Agreement (the "WCTP PA"); and second, the WCTP Joint Operating Agreement (the "WCTP JOA") among Kosmos Ghana, Anadarko WCTP, Tullow Ghana, EO
Group and Sabre Oil and Gas ("Sabre"), is the agreement that governs operations and payment of costs under the WCTP PA.

        The
EO Agreement, signed in 2004, makes a distinction regarding the repayment for the EO Carry. Regarding development capital expenditures, that is, those costs related to the Jubilee
Phase 1 development ("Development Costs"), we are required to pay these costs for EO, and we are to be reimbursed those amounts from EO's production revenue after first production.
Additionally, we are required to pay exploration and appraisal costs for EO Group, but the EO Group was not required to reimburse us for those costs.

        The
EO Agreement also provides the EO Carry terminates on commencement of production from the WCTP Block. First oil production occurred on November 28, 2010, the EO Carry
terminated and from that point on, EO Group was obligated to pay their proportionate share of WCTP PA costs under the terms of the WCTP JOA. As of December 31, 2010, the EO Group had an unpaid
balance of $3.7 million under the WCTP JOA. As EO Group had failed to pay their share of costs by the date due, they were in default under the WCTP JOA at December 31, 2010 and remain in
default currently. In addition, on termination of the EO Carry, the Development Costs became reimbursable to us; in the amount of $61.7 million.

        Specific
provisions related to default under the EO Agreement were not contemplated in 2004 and the agreement does not provide for the creation of a security interest (a lien) in favor
of Kosmos for amounts related to the reimbursable portion of the carry. In the US petroleum industry, it is common that partial carry reimbursement obligations remain unsecured. But, unlike in the
U.S., a lien cannot be
perfected in Ghana by the filing of a form locally (e.g. as with form UCC-1 in the US). The creation of a security interest as a matter of law is difficult in certain international
jurisdictions due to third party approvals required, including, in the case of Ghana, the consent of the government. Rather, the agreement creates a contractual obligation for EO Group to reimburse us
for the Development Costs we paid on EO Group's behalf.

        The
WCTP JOA contains detailed provisions regarding a party's failure to timely pay its share of the WCTP JOA costs. If a party fails to timely pay its share of WCTP JOA costs, that
party is in default and the non-defaulting parties are required to pay their proportionate share of the default amount. In addition, if the default is not cured then, among other
things:

•First, the defaulting party's share of production is sold by the non-defaulting parties to repay the default
amounts they paid.

•Second, if the default is not remedied within 60 days, any non-defaulting party may require the
defaulting party to withdraw from the WCTP PA and WCTP JOA and forfeit its interest to the non-defaulting parties (subject to Ghana government consent to such "transfer").

        Subsequently,
the non-defaulting party's would proportionately own the defaulting parties interest under the WCTP PA and WCTP JOA. However, this could be disputed in
international arbitration under the WCTP JOA and there is some question whether a forfeiture would be enforceable under the governing law in the WCTP JOA.

        On
termination of the EO Carry on commencement of oil production from Jubilee Field (on November 28, 2010), EO Group was required to meet its share of the financial obligations
under the

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WCTP
JOA. However, almost immediately, EO Group did not pay its share of costs and was declared in default under the WCTP JOA in December 2010. Similarly, Sabre had also been declared in default for
failure to timely pay its share of the WCTP JOA and DWT JOA costs from January 2010; but it fully cured such defaults in November 2010.

        Our
ability to collect the amounts owed us by the EO Group depends on the EO Group's ability to sell their share of the Jubilee oil production or part or all of their interests in the
WCTP PA. We are unaware of any other assets or income sources of EO Group to meet such obligation. Because EO Group has been unable to cure its defaults, their share of production is being sold by the
non-defaulting parties to pay EO Group's share of costs under the WCTP JOA paid by the non-defaulting parties. These parties include Kosmos since we have paid our share of the
EO Group's defaulted amounts under the WCTP JOA. Moreover, if EO Group does not remedy the default within 60 days, any non-defaulting party may require EO Group to withdraw from the
WCTP PA and WCTP JOA and forfeit its interest to the non-defaulting parties (subject to Ghana government consent to such "transfer").

        Despite
EO Group's default, the non-defaulting parties (Kosmos Ghana, Anadarko WCTP, Tullow Ghana and Sabre) have not sought to require EO Group to withdraw from the WCTP PA
and thereby forfeit its interest in the WCTP PA. Instead, the WCTP JOA parties have agreed to temporarily waive such forfeiture as we have been made aware of a potential sale of EO Group's interest in
the WCTP PA.

        The
process is clear under the WCTP JOA for remedying default through forfeiture by EO Group to the other parties. In contrast, the EO Agreement does not include a default process; and
thus our ability to collect the full amount of the Development Costs ($61.7 million) owed us is uncertain, as set out below. EO Group's breach of the EO Agreement in regards to reimbursement of
the carried development costs does not give rise to our ability to enforce a WCTP JOA default and initiate forfeiture provisions. Instead, if EO Group fails to pay us, we would have a contractual
claim against EO Group for the amounts owed to us. In seeking to collect these amounts we could bring a breach of contract dispute in an international arbitration proceeding. While we may prevail in
any such arbitration, our ability to fully collect under an arbitral award would, again, be uncertain.

        Given
the uncertainty under the EO Agreement as described above, we considered a number of factors in determining our allowance for doubtful accounts related to the EO Group's carried
interest receivable at December 31, 2010. These factors included, but were not limited to, discussions held with the EO Group on recovery of amounts owed, EO Group's lack of access to funds as
evidenced by their inability to pay their proportionate share of WCTP JOA costs upon commencement of production on November 28, 2010, the EO Group's subsequent default in payment of WCTP JOA
costs, the EO Group's inability to secure outside funding to bridge shortfalls, and the fact that our ability to collect the amounts owed us by the EO Group depends on their ability to sell their
share of Jubilee oil production or part or all of their interests in the WCTP PA. Based on the above, we determined we incurred a loss at December 31, 2010. We believe that $39.8 million
(approximately 65% of the year-end balance) represents our best estimate of potential uncollectible amounts at December 31, 2010. We determined this estimate represented the most
likely outcome based on our assessment of the facts and circumstances. We believe the remaining unreserved balance will be recovered through one or a combination of the above noted factors. We have
revised the disclosure on page F-17 of the prospectus to highlight the gross and net receivable balance at December 31, 2010. Please find the changed page reflecting this
revision attached to this letter.

 Responses

•tell us which partners besides EO Group have not paid their share of costs in the
past;

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Sabre
Oil & Gas Holdings Limited ("Sabre") is the only other party to have not paid its share of cost when due. This occurred in multiple instances between January 2010 and October 2010. The
non-defaulting parties which paid their proportionate share of Sabre's default amounts were Kosmos Ghana, Anadarko WCTP and Tullow Ghana. In November 2010, Sabre fully remedied defaults
and is current in respect of its costs. All non-defaulting parties have been reimbursed for their share of payment of the Sabre defaulted costs.

•clarify which non-defaulting block partners paid the proportionate share of the costs
on behalf of the defaulting parties;

Non-defaulting
parties which have paid their proportionate share of Sabre's default include Kosmos Ghana, Anadarko WCTP, and Tullow Ghana.

Non-defaulting
parties which have paid their proportionate share of EO Group default include Kosmos Ghana, Anadarko WCTP, Sabre Oil & Gas and Tullow Ghana.

•tell us the gross amount of payments made on behalf of the defaulting parties, and what your share
of such costs was;

The
gross amount of payments made on behalf of Sabre was $51.3 million of which Kosmos' share was $13.7 million. This amount was fully repaid with interest in November 2010.

The
gross amount of payments made on behalf of EO Group was $3.7 million of which Kosmos' share was $1.3 million.

•tell us the partners which paid the EO Group's share of costs and expenses upon their
default;

Non-defaulting
parties which have paid their proportionate share of EO Group default include Kosmos Ghana, Anadarko WCTP, Sabre and Tullow Ghana.

•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

Despite
EO group's default, the non-defaulting parties (Kosmos Ghana, Anadarko WCTP, Tullow Ghana and Sabre) have not sought to require EO Group to withdraw from the WCTP PA and thereby
forfeit its interest in the WCTP PA. Instead, the WCTP JOA parties have agreed to temporarily waive such forfeiture as we have been made aware of potential sale of EO Group's interest in the WCTP PA.
However, in accordance with the WCTP JOA, the non-defaulting parties have exercised the WCTP JOA right to sell EO Group's share of production and utilize the sales proceeds to reimburse
the non-defaulting parties' share of costs under the WCTP JOA paid by the non-defaulting parties.

•tell us how the right to recover the costs paid on behalf of the EO Group factored into your
determination regarding your allowance for doubtful accounts.

The
process is clear under the WCTP JOA for remedying default through forfeiture by EO Group to the other parties. In contrast, the EO Agreement does not include a default process; and thus our
ability to collect the full amount of the Development Costs ($61.7 million) owed us is uncertain. EO Group's breach of the EO Agreement in regards to reimbursement does not give rise to our
ability to enforce a WCTP JOA default and initiate forfeiture provisions. Instead, if EO Group fails to pay us,
we would have a contractual claim against EO Group for the amounts owed to us. In seeking to collect these amounts we could bring a breach of contract dispute in an international arbitration
proceeding. While we may prevail in any such arbitration, our ability to fully collect under an arbitral award would, again, be uncertain.

Given
the uncertainty under the EP Agreement as described above, we considered a number of factors in determining our allowance for doubtful accounts related to the EO Group's carried

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interest
receivable at December 31, 2010. These factors included, but were not limited to, discussions held with the EO Group on recovery of amounts owed, EO Group's lack of access to funds as
evidenced by their inability to pay their proportionate share of WCTP JOA costs upon commencement of production on November 28, 2010, the EO Group's subsequent default in payment of WCTP JOA
costs, the EO Group's inability to secure outside funding to bridge shortfalls, and the fact that our ability to collect the amounts owed us by the EO Group depends on their ability to sell their
share of Jubilee oil production or part or all of their interests in the WCTP PA. Based on the above, we determined we incurred a loss at December 31, 2010. We believe that $39.8 million
(approximately 65% of the year-end balance) represents our best estimate of potential uncollectible amounts at December 31, 2010. We determined this estimate represented the most
likely outcome based on our assessment of the facts and circumstances. We believe the remaining unreserved balance will be recovered through one or a combination of the above noted factors. We have
revised the disclosure on page F-17 of the prospectus to highlight the gross and net receivable balance at December 31, 2010. Please find the changed pages reflecting this
revision attached to this letter.

2.We further note from your disclosure on page 111, that under the terms of the WCTP agreement, "The EO Group owns a 3.5%
'carried' 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 share of costs and
expenses.

The
EO Agreement provides the EO Carry terminates on commencement of production from the WCTP Block. First oil production occurred on November 28, 2010, the EO Carry terminated and from that
point on, EO Group was obligated to pay their proportionate share of WCTP PA costs under the t