SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 23, 2025

Ronald Glass
Vice President and Chief Accounting Officer
Kosmos Energy Ltd.
8176 Park Lane
Dallas, Texas 75231

 Re: Kosmos Energy Ltd.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 24, 2025
 File No. 001-35167
Dear Ronald Glass:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 2, 2025

 Re: Kosmos
Energy Ltd.
 Form 10-K for Fiscal Year Ended December 31, 2024

 Filed February 24, 2025

 File No. 001-35167

 Mr. Robert Babula and

 Mr. Karl Hiller

 Division of Corporate Finance

 Securities and Exchange Commission

 100 F Street N.E.

 Washington, DC 20549-4628

 Dear Mr. Babula and Mr. Hiller:

 Kosmos Energy Ltd. ("Kosmos Energy," the "Company"
or "we") is responding to the letter from the staff ("Staff") of the Division of Corporation Finance of the United
States Securities and Exchange Commission ("Commission") dated June 24, 2025, commenting on the above-referenced Form 10-K
filed with the Commission on February 24, 2025. For your convenience, we have repeated the Staff's comments from such letter in
bold below, followed by the Company's response. All terms used but not defined herein have the meanings assigned to such terms in
the Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024 (the "Form 10-K").

 Form 10-K for the Fiscal Year ended December 31, 2024

 Financial Statements

 Note 15 - Commitments and Contingencies, page 116

 1. We note your disclosure indicating that you do not believe the outcome of litigation, regulatory
examinations and administrative proceedings in which you are involved would have a material effect, either individually or in the aggregate,
with regard to your financial position, although could have a material adverse effect on your results of operations. We also see that
on pages 42, 54, 55, and 57, you have disclosures concerning possible adverse effects arising from disagreements with host governments,
contractual counterparties, non-compliance with laws, regulations and other legislative instruments, and your handling of regulated or
hazardous substances.

 For example, you identify various
potential liabilities associated with your operations in Ghana, including the release of drilling fluids in its territorial waters, issues
regarding approval disputes over the sale of assets, PODs for certain offshore discoveries, and exploration areas that may need to be
relinquished, in addition to taxes and other payments that may be due in that jurisdiction. You indicate there are unresolved issues that
could have a material adverse effect. You also indicate that if you do not adhere to various legal requirements in Ghana, such as the
Petroleum Revenue Management Act, Petroleum Commission Act, and Ghanaian Petroleum Law, this could result in the suspension or termination
of your operations, administrative, civil and criminal penalties, and a material adverse effect on your financial condition and results
of operations.

 Please expand your disclosures
to describe the nature of the specific matters for which accruals have been made, or for which a material loss in excess of any accrual
is reasonably possible, and to include an estimate of the possible loss or range of loss, to comply with FASB ASC 450-20-50-3 and 4. However,
if you are not able to estimate your exposure, provide a statement to that effect and disclose the amounts being sought by the counterparty
or clarify if there has been no such quantification.

 Kosmos Energy Ltd. c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

 In addition to the clarifying disclosures
that you propose, provide us with further information as necessary to understand how you have addressed each matter for which you have
indicated resolution may yield material adverse effects, to include your assessment of the likelihood of loss, the extent of any accounting
applied, the periods impacted by any accruals, claims made by the counterparties and the reasons you are unable to estimate your exposure
in each instance, if this is the case.

 We appreciate the opportunity to respond
to the Staff's comments regarding our disclosures under FASB ASC 450-20-50-3 and FASB ASC 450-20-50-4 (ASC 450). We acknowledge
the importance of these disclosures and are committed to providing useful information to the users of our financial statements. In our
Item 1A Risk Factor disclosures (Item 1A), we aim to address a comprehensive range of risks that may render an investment in our securities
speculative or risky, even if such risks are not currently reasonably possible or probable to occur. For example, as the Staff notes in
its letter, we have historically included examples of the risks associated with disagreements with the government of Ghana, where a significant
portion of our proved reserves are located offshore. While we have had disputes in Ghana in the past, we have no such current disputes
that may give rise to a loss that is reasonably possible and required to be disclosed in the financial statements of the Company. Conversely,
our ASC 450 disclosures are specifically focused on loss contingencies that are at least reasonably possible. It is important to note
that if any loss contingencies were deemed probable, we would record an appropriate accrual in our consolidated financial statements.
Remote contingencies are excluded from our ASC 450 disclosures.

 We would like to clarify that, in relation
to the Item 1A disclosures referenced in the Staff's comments, the Company is not currently involved in any litigation, regulatory
examinations, administrative proceedings, or other matters that are reasonably possible or probable to incur a loss. To enhance the clarity
of our ASC 450 disclosures, we will revise our language in future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as applicable,
as follows:

 "From time to time, we are involved
in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of our business in jurisdictions
in which we do business. Although the outcome of these matters cannot be predicted with certainty, management believes that the likelihood
of an unfavorable outcome having a material impact is neither reasonably possible nor probable of occurring none of these
matters, either individually or in the aggregate, would have a material effect upon the Company's financial position; however, an
unfavorable outcome could have a material adverse effect on our results from operations for a specific interim period or year ."

 We trust that this clarification addresses
the Staff's comments, and we appreciate your guidance on this matter. Should you require any further information or clarification,
please do not hesitate to reach out. Thank you for your attention to this matter.

 To the extent that you have any questions regarding
the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

 Sincerely,

 /s/ Neal D. Shah

 Neal D. Shah

 Senior Vice President and Chief Financial Officer

 cc: Byron B. Rooney, Esq.

 Kosmos Energy Ltd. c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

Ronald Glass
Vice President and Chief Accounting Officer
Kosmos Energy Ltd.
8176 Park Lane
Dallas, Texas 75231

 Re: Kosmos Energy Ltd.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 24, 2025
 File No. 001-35167
Dear Ronald Glass:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 15 - Commitments and Contingencies, page 116

1. We note your disclosure indicating that you do not believe the outcome
of litigation,
 regulatory examinations and administrative proceedings in which you are
involved
 would have a material effect, either individually or in the aggregate,
with regard to
 your financial position, although could have a material adverse effect
on your results
 of operations. We also see that on pages 42, 54, 55, and 57, you have
disclosures
 concerning possible adverse effects arising from disagreements with host
 governments, contractual counterparties, non-compliance with laws,
regulations and
 other legislative instruments, and your handling of regulated or
hazardous substances.

 For example, you identify various potential liabilities associated with
your operations
 in Ghana, including the release of drilling fluids in its territorial
waters, issues
 regarding approval disputes over the sale of assets, PODs for certain
offshore
 discoveries, and exploration areas that may need to be reliquished, in
addition to taxes
 and other payments that may be due in that jurisdiction.You indicate
there are
 June 24, 2025
Page 2

 unresolved issues that could have a material adverse effect. You also
indicate that if
 you do not adhere to various legal requirements in Ghana, such as the
Petroleum
 Revenue Management Act, Petroleum Commission Act, and Ghanaian Petroleum
 Law, this could result in the suspension or termination of your
operations,
 administrative, civil and criminal penalties, and a material adverse
effect on your
 financial condition and results of operations.

 Please expand your disclosures to describe the nature of the specific
matters for which
 accruals have been made, or for which a material loss in excess of any
accrual is
 reasonably possible, and to include an estimate of the possible loss or
range of loss, to
 comply with FASB ASC 450-20-50-3 and 4. However, if you are not able to
estimate
 your exposure, provide a statement to that effect and disclose the
amounts being
 sought by the counterparty or clarify if there has been no such
quantification.

 In addition to the clarifying disclosures that you propose, provide us
with further
 information as necessary to understand how you have addressed each
matter for which
 you have indicated resolution may yield material adverse effects, to
include your
 assessment of the likelihood of loss, the extent of any accounting
applied, the periods
 impacted by any accruals, claims made by the counterparties and the
reasons you are
 unable to estimate your exposure in each instance, if this is the case.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Robert Babula at 202-551-3339 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 14, 2022
Neal D. Shah
Senior Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane, Suite 500
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 28, 2022
File No. 001-35167
Dear Mr. Shah:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

May 31, 2022

 Re: Kosmos
Energy Ltd. (the “Company”)

Form 10-K for Fiscal
Year Ended December 31, 2021 (“the “Form 10-K”)

Filed February 28,
2022

File No. 001-35167

Ms. Sandra Wall and

Mr. John Hodgin

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549-4628

Dear Ms. Wall and Mr. Hodgin:

This letter is in response to your letter
dated May 20, 2022. We have set forth your comments followed by the Company’s response.

Form 10-K for the Fiscal Year ended
December 31, 2021

Business

Operations by Geographic Area, page
13

 1. We
                                            have read your response to prior comment 1 and note that you propose to disclose volumes
                                            of production and average sales prices and costs by geographic area/field on an aggregated
                                            basis, for oil/condensate, natural gas liquids and natural gas combined.

We
also note from your response to prior comment 2 that you propose to discontinue reporting natural gas liquids production and the corresponding
average sales prices in your Results of Operations disclosure on page 69.

While
we do not object to your aggregation of reserve information based on the relative significance of the reserves we believe that separate
disclosure of production volumes, average sales prices and costs by final product sold is nevertheless required by Items 1204(a) and
(b)(1) of Regulation S-K. We reissue prior comment 1.

We respectfully
acknowledge the Staff’s comment and propose to further revise our disclosure in our future 10-K filings to include separate disclosure
of volumes of production and average sales prices and costs by geographic area/field by final product sold as opposed to on an aggregated
basis, for oil/condensate, natural gas liquids and natural gas combined. Consistent with Instruction 5 to Item 1204 of Regulation S-K,
we propose to provide cost information under a common unit of measure.

For
the fiscal years ended December 31, 2021, 2020 and 2019, this revised tabular disclosure would have been as follows.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

    Percentage of BOE Sales Volumes

    Sales Volumes (Net to Kosmos)

    Average sales price

    Revenue

(in thousands)

    Production costs per BOE(2)

    Depletion, depreciation and amortization per BOE

    Oil

    NGL

    Gas

    Total

    Oil

    NGL

    Gas

    Total

    (MMBbls)

    (Bcf)

    (MMBOE)

    (per Bbl)

    (per Bcf)

    (per BOE)

    For the year ended December 31,

    2021

    Jubilee

    35%

    7.0

    —

    —

    7.0

    $71.21

    —

    —

    $71.21

    $500,541

    $11.12

    $23.93

    TEN

    10%

    2.0

    —

    —

    2.0

    $73.82

    —

    —

    $73.82

    143,691

    $37.47

    $37.30

    Ghana(1)

    45%

    9.0

    —

    —

    9.0

    $71.77

    —

    —

    $71.77

    644,232

    $16.83

    $26.84

    Equatorial Guinea

    19%

    3.7

    —

    —

    3.7

    $70.39

    —

    —

    $70.39

    260,520

    $25.13

    $15.26

    Mauritania/Senegal

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    U.S. Gulf of Mexico

    36%

    5.8

    0.5

    4.9

    7.2

    $67.35

    $28.62

    $3.85

    $59.57

    427,261

    $14.21

    $23.44

    Total

    100%

    18.5

    0.5

    4.9

    19.9

    $70.10

    $28.62

    $3.85

    $67.10

    $1,332,013

    $17.44

    $23.54

    2020

    Jubilee

    31%

    6.7

    —

    —

    6.7

    $38.84

    —

    —

    $38.84

    $261,540

    $14.60

    $20.00

    TEN

    13%

    3.0

    —

    —

    3.0

    $35.23

    —

    —

    $35.23

    104,975

    $23.85

    $33.81

    Ghana

    44%

    9.7

    —

    —

    9.7

    $37.73

    —

    —

    $37.73

    366,515

    $17.44

    $24.27

    Equatorial Guinea

    18%

    4.0

    —

    —

    4.0

    $37.79

    —

    —

    $37.79

    152,501

    $20.02

    $16.05

    Mauritania/Senegal

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    U.S. Gulf of Mexico

    38%

    6.8

    0.6

    5.9

    8.4

    $39.39

    $10.25

    $2.00

    $34.08

    285,017

    $10.56

    $21.74

    Total

    100%

    20.5

    0.6

    5.9

    22.1

    $38.29

    $10.25

    $2.00

    $36.36

    $804,033

    $15.31

    $21.97

    2019

    Jubilee

    31%

    7.6

    —

    —

    7.6

    $66.11

    —

    —

    $66.11

    $502,499

    $14.53

    $19.60

    TEN

    15%

    3.8

    —

    —

    3.8

    $61.53

    —

    —

    $61.53

    236,410

    $20.23

    $31.17

    Ghana

    46%

    11.4

    —

    —

    11.4

    $64.57

    —

    —

    $64.57

    738,909

    $16.45

    $23.49

    Equatorial Guinea

    19%

    4.7

    —

    —

    4.7

    $64.19

    —

    —

    $64.19

    300,547

    $19.35

    $16.14

    Mauritania/Senegal

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    —

    U.S. Gulf of Mexico

    35%

    7.2

    0.5

    6.2

    8.8

    $60.42

    $14.80

    $2.47

    $52.23

    459,960

    $14.06

    $24.31

    Total

    100%

    23.3

    0.5

    6.2

    24.9

    $63.25

    $14.80

    $2.47

    $60.14

    $1,499,416

    $16.15

    $22.62

 (1) Our
                                            sales volumes during 2021 includes activity related to our acquisition of additional interests
                                            in Ghana from October 13, 2021, the acquisition date, through December 31, 2021. Our year-end
                                            proved reserves also include the additional interests acquired.

 (2) Substantially
                                            all NGLs and natural gas sales are associated production from our oil wells and, therefore,
                                            production costs metrics are presented under a common unit of measure.

Our Reserves

Summary of Oil and Gas Reserves,
page 21

 2. We
                                            understand from your response to prior comment 2 that you prefer not disclosing natural gas
                                            liquids reserve information separately because you regard these quantities to be immaterial
                                            as a proportion of total proved reserves for the years ended December 31, 2021, 2020, and
                                            2019. Please expand your disclosures on pages 21 and 125 to include your justification for
                                            aggregating natural gas liquids and crude oil/condensate reserves.

We respectfully
acknowledge the Staff’s comment and will revise disclosure in our future 10-K filings on pages 21 and 125 to specifically include
our justification for aggregating natural gas liquids and crude oil/condensate reserves.

For
the fiscal year ended December 31, 2021, this disclosure would have been as follows:

Natural
gas liquids proved reserves represent an immaterial amount of our total proved reserves. Therefore, we have aggregated natural gas liquids
and crude oil/condensate reserves information.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

 3. We
                                            have read your response to prior comment 6 and note your proposed disclosure revisions appear
                                            to be limited to changes in your total proved reserves. Please further revise your intended
                                            disclosures to also address changes in your proved undeveloped reserves to comply with Item
                                            1203(b) of Regulation S-K, as previously advised.

We respectfully
acknowledge the Staff’s comment and propose further revised disclosure in our future 10-K filings that addresses changes in our
proved undeveloped reserves in addition to changes in our total proved reserves.

For
the fiscal year ended December 31, 2021, this disclosure would have been as follows.

    Ghana
    Equatorial
    Guinea
    Mauritania
    / Senegal
    U.S.
    Gulf of Mexico
    Total
    Oil

    Ghana
    Equatorial
    Guinea
    Mauritania
    / Senegal
    U.S.
    Gulf of Mexico
    Total
    Gas

    Kosmos
    Total
    Equity
    Method Investment-Equatorial Guinea
    Total

    Oil, Condensate, NGLs (MMBbls)

    Natural Gas (Bcf)

    (MMBoe)

    Net proved developed and undeveloped reserves at December
    31, 2018(1)
           82

     —
     —
                 45

       127

           47

     —
     —
                 38

         85

            141

                   26

       166

    Extensions and discoveries
     —
     —
     —
     —
     —

     —
     —
     —
     —
     —

     —
     —
     —

    Production
         (11)
                  (4)
     —
                 (8)
       (23)

           (1)
     —
     —
                 (6)
         (7)

            (24)
     —
       (24)

    Revision in estimate(2)
           17

                   6

     —
                   3

         26

           (1)
                  (2)
     —
                   3

     —

              26

     —
         26

    Purchases of minerals-in-place(3)

                 24

     —

         24

                 14

     —

         14

              26

                 (26)
     —

    Net proved developed and undeveloped reserves at December
    31, 2019(1)
           88

                 26

     —
                 40

       154

           45

                 12

     —
                 35

         92

            169

     —
       169

    Extensions and discoveries(5)
     —
     —
     —
     —
     —

     —
     —
                 600

     —
       600

            100

     —
       100

    Production
         (10)
                  (4)
     —
                 (7)
       (21)

     —
     —
     —
                 (6)
         (6)

            (22)
     —
       (22)

    Revision in estimate(2)(5)
         (10)
                   2

     —
                   2

         (6)

         (14)
                  (1)
               (600)
                 (2)
     (617)

          (109)
     —
     (109)

    Purchases of minerals-in-place

     —
     —

     —

     —
     —

     —

     —
     —
     —

    Net proved developed and undeveloped reserves at December
    31, 2020(1)(5)
           68

                 24

     —
                 34

       127

           31

                 11

     —
                 27

         69

            139

     —
       139

    Extensions and discoveries
     —
     —
     —

     —

     —
     —
     —
     —
     —

     —
     —
     —

    Production
         (10)
                  (4)
     —
                 (6)
       (20)

     —
     —
     —
                 (5)
         (5)

            (21)
     —
       (21)

    Revision in estimate(2)
           10

                   4

                      8

                   4

         26

           10

     —
                 590

                   5

       605

            127

     —
       127

    Purchases of minerals-in-place(4)
           52

     —
     —
     —
         52

           27

     —
     —
     —
         27

              57

     —
         57

    Net proved developed and undeveloped reserves at December 31,
    2021(1)
         120

                 24

                      8

                 32

       185

           68

                 11

                 590

                 27

       695

            301

     —
       301

    Proved developed reserves(1)

    December 31,2018
           48

     —
     —
                 33

         81

           33

     —
     —
                 24

         57

              91

                   25

       116

    December 31,2019
           47

                 23

     —
                 34

       104

           31

                 12

     —
                 28

         71

            116

     —
       116

    December 31,2020
           26

                 21

     —
                 32

         79

           23

                 11

     —
                 25

         60

              89

     —
         89

    December 31,2021
           52

                 20

     —
                 28

       100

           56

                 11

     —
                 20

         87

            115

     —
       115

    Proved undeveloped reserves(1)(6)

    December 31,2018
           33

     —
     —
                 12

         45

           14

     —
     —
                 13

         28

              50

                     1

         51

    December 31,2019
           41

                   3

     —
                   6

         50

           14

     —
     —
                   7

         21

              53

     —
         53

    December 31,2020
           42

                   4

     —
                   2

         48

             8

     —

     —
                   2

         10

              50

     —
         50

    December 31,2021
           68

                   5

                      8

                   4

         85

           12

     —
                 590

                   6

       608

            186

     —
       186

 (1) The
                                            sum of proved developed reserves and proved undeveloped reserves may not add to net proved
                                            developed and undeveloped reserves as a result of rounding.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

 (2) The
                                            increase in proved reserves is a result of an increase of 9.2 MMBbl in Greater Jubilee related
                                            to field performance, positive drilling results and optimization of future development plans.
                                            Changes at TEN include a positive revision of 2.0 MMBoe related to increase in estimated
                                            associated gas sales. Changes at Equatorial Guinea include an increase of 3.6 MMBbl related
                                            to Okume Complex performance and drilling results. Changes at Mauritania/Senegal are related
                                            to the economic status of the Greater Tortue Ahmeyim project due to project progress and
                                            improved oil price (+106.5 MMBoe). Changes at the U.S. Gulf of Mexico include an increase
                                            of 4.4 MMBoe related to strong performance of certain fields.

The
revisions in estimates in 2021 are related to:

 - In
                                            Ghana, we had 5.5 MMBbl of positive revisions in estimates (primarily related to the Jubilee
                                            Field) related to overall field performance, including positive drilling results on our proved
                                            undeveloped well locations and optimized future well locations. We had 8.0 Bcf of positive
                                            revisions in estimates in the TEN field related to the updated reservoir model forecast.
                                            The increase in commodity prices resulted in positive revisions in estimates of 4.1 MMBbl
                                            of oil reserves and 1.7 Bcf of gas reserves.

 - In

United States securities and exchange commission logo
May 20, 2022
Neal D. Shah
Senior Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane, Suite 500
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 28, 2022
File No. 001-35167
Dear Mr. Shah:
            We have reviewed your May 10, 2022 response to our comment letter and 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 by providing the requested information or advise 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.
Unless we note otherwise, our references to prior comments are to comments in our April 28,
2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Business
Operations by Geographic Area, page 13
1.We have read your response to prior comment 1 and note that you propose to disclose
volumes of production and average sales prices and costs by geographic area/field on an
aggregated basis, for oil/condensate, natural gas liquids and natural gas combined.

We also note from your response to prior comment 2 that you propose to discontinue
reporting natural gas liquids production and the corresponding average sales prices in your
Results of Operations disclosure on page 69.

 FirstName LastNameNeal D. Shah
 Comapany NameKosmos Energy Ltd.
 May 20, 2022 Page 2
 FirstName LastNameNeal D. Shah
Kosmos Energy Ltd.
May 20, 2022
Page 2
While we do not object to your aggregation of reserve information based on the relative
significance of the reserves we believe that separate disclosure of production
volumes, average sales prices and costs by final product sold is nevertheless required by
Items 1204(a) and (b)(1) of Regulation S-K.  We reissue prior comment 1.
Our Reserves
Summary of Oil and Gas Reserves, page 21
2.We understand from your response to prior comment 2 that you prefer not disclosing
natural gas liquids reserve information separately because you regard these quantities to
be immaterial as a proportion of total proved reserves for the years ended December 31,
2021, 2020, and 2019. Please expand your disclosures on pages 21 and 125 to include
your justification for aggregating natural gas liquids and crude oil/condensate reserves.
3.We have read your response to prior comment 6 and note your proposed disclosure
revisions appear to be limited to changes in your total proved reserves. Please further
revise your intended disclosures to also address changes in your proved undeveloped
reserves to comply with Item 1203(b) of Regulation S-K, as previously advised.
Gross and Net Undeveloped and Developed Acreage, page 25
4.We understand from your response to prior comment 8 that you will revise your
disclosure under this heading to include details about the expiration dates and acreage for
material concentrations of your undeveloped properties by geographic area.  Please
provide us with an illustration of your proposed disclosure revisions.
Supplemental Oil and Gas Data (Unaudited)
Net Proved Developed and Undeveloped Reserves, page 125
5.We have read your response to prior comment 6 and note that change volumes in the table
titled "Net Proved Developed and Undeveloped Reserves" on page 125 are shown by
individual product type by geographical area, using units of MMBbls and Bcf, while your
explanations of these changes reference units of BOE by geographical area.

As a result, the changes identified in your discussion cannot be compared directly to the
line items in the reserves reconciliation. Please further modify your intended explanations
to utilize or additionally include units corresponding to those reflected in the tabulation.

Tell us what consideration you have given to enhancing your disclosure by providing
additional detail by geographic area as BOE amounts.

 FirstName LastNameNeal D. Shah
 Comapany NameKosmos Energy Ltd.
 May 20, 2022 Page 3
 FirstName LastName
Neal D. Shah
Kosmos Energy Ltd.
May 20, 2022
Page 3
            You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 or John Hodgin,
Petroleum Engineer, at (202) 551-3699 if you have any questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

May 10, 2022

 Re: Kosmos
Energy Ltd. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2021 (“the “Form 10-K”)

Filed February 28, 2022

File No. 001-35167

Ms. Sandra Wall

Mr. John Hodgin and

Mr. Karl Hiller

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549-4628

Dear Ms. Wall, Mr. Hodgin and Mr. Hiller:

This letter is in response to your letter
dated April 28, 2022. We have set forth your comments followed by the Company’s response.

Form 10-K for the Fiscal Year ended
December 31, 2021

Business

Operations by Geographic Area, page
13

 1. Please
                                            disclose the average sales price and production cost by geographic area along with the production
                                            by final product sold for each country and field that contains 15% or more of your total
                                            proved reserves for each of the last three fiscal years. Refer to Item 1204(a) of Regulation
                                            S-K and Rule 4-10(a)(15) of Regulation S-X.

We have
reviewed Item 1204(a) of Regulation S-K and Rule 4-10(a)(15) of Regulation S-X and respectfully acknowledge the Staff’s comment.
We advise the Staff that the Form 10-K included disclosure regarding production by geographic region (including by field) in Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. We also respectfully advise the Staff that
the Form 10-K included disclosure of revenues and production costs by geographic region in Note 17. Business Segment Information. We
propose revised disclosure in our future 10-K filings to include the average sales price and production cost by geographic area along
with the production by final product sold for each country and field that contains 15% or more of our total proved reserves for each
of the last three fiscal years in the Operations by Geographic Area section on page 13. We note oil revenues account for approximately
97%, 98% and 98% of our total revenues for the years ended December 31, 2021, 2020 and 2019, respectively, and, therefore, have combined
natural gas and natural gas liquids sales information with our oil sales. We also note that all of our production from Ghana and Equatorial
Guinea is oil production, and that the only fields with sales or production within any geographic area or country that contains 15% or
more of our total proved reserves over the past 3 years are the Jubilee and TEN fields located offshore Ghana.

    Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

For the fiscal years ended December
31, 2021, 2020 and 2019, this revised tabular disclosure would have been as follows.

    For the year ended December 31, 2021

    Geographic Area/Field

    Year-End Estimated Proved Reserves(1)

    Percentage of Total Estimated Proved Reserves

    Sales Volumes (Net to Kosmos)(3)

    Percentage of Sales Volumes

    Revenue

    Average sales price

    Production costs per Boe

    Depletion, depreciation and amortization per Boe

    (in MMboe)

    (in MMboe)

    (in thousands)

    (per BOE)

    Jubilee

    90

    30%

    7.0

    35%

    $500,541

    $71.21

    $11.12

    $23.93

    TEN

    42

    14%

    2.0

    10%

    143,691

    $73.82

    $37.47

    $37.30

    Ghana(2)

    131

    44%

    9.0

    45%

    644,232

    $71.77

    $16.83

    $26.84

    Equatorial Guinea

    27

    9%

    3.7

    19%

    260,520

    $70.39

    $25.13

    $15.26

    Mauritania/Senegal

    106

    35%

    —

    —

    —

    —

    —

    —

    U.S. Gulf of Mexico

    36

    12%

    7.2

    36%

    427,261

    $59.57

    $14.21

    $23.44

    Total

    301

    100%

    19.9

    100%

    $1,332,013

    $67.10

    $17.44

    $23.54

    Product

    (per Bbl/Mcf)

    Total Oil (volumes in MMBbl)

    185

    61%

    19.1

    96%

    $1,313,115

    $68.72

    Total Gas (volumes in Bcf)

    695

    38%

    4.9

    4%

    18,898

    $3.85

    Total (volumes in MMboe)

    301

    100%

    19.9

    100%

    $1,332,013

    For the year ended December 31, 2020

    Geographic Area/Field

    Year-End Estimated Proved Reserves(1)

    Percentage of Total Estimated Proved Reserves

    Sales Volumes (Net to Kosmos)(4)

    Percentage of Sales Volumes

    Revenue

    Average sales price

    Production costs per Boe

    Depletion, depreciation and amortization per Boe

    (in MMboe)

    (in MMboe)

    (in thousands)

    (per BOE)

    Jubilee

    47

    34%

    6.7

    30%

    $261,540

    $38.84

    $14.60

    $20.00

    TEN

    26

    19%

    3.0

    13%

    104,975

    $35.23

    $23.85

    $33.81

    Ghana

    73

    53%

    9.7

    44%

    366,515

    $37.73

    $17.44

    $24.27

    Equatorial Guinea

    27

    19%

    4.0

    18%

    152,501

    $37.79

    $20.02

    $16.05

    Mauritania/Senegal

    —

    —

    —

    —

    —

    —

    —

    —

    U.S. Gulf of Mexico

    39

    28%

    8.4

    38%

    285,017

    $34.08

    $10.56

    $21.74

    Total

    139

    100%

    22.1

    100%

    $804,033

    $36.36

    $15.31

    $21.97

    Product

    (per Bbl/Mcf)

    Total Oil (volumes in MMBbl)

    127

    92%

    21.1

    96%

    $792,327

    $37.49

    Total Gas (volumes in Bcf)

    70

    8%

    5.9

    4%

    11,706

    $2.00

    Total (volumes in MMboe)

    139

    100%

    22.1

    100%

    $804,033

    For the year ended December 31, 2019

    Geographic Area/Field

    Year-End Estimated Proved Reserves(1)

    Percentage of Total Estimated Proved Reserves

    Sales Volumes (Net to Kosmos)(5)

    Percentage of Sales Volumes

    Revenue

    Average sales price

    Production costs per Boe

    Depletion, depreciation and amortization per Boe

    (in MMboe)

    (in MMboe)

    (in thousands)

    (per BOE)

    Jubilee

    57

    34%

    7.6

    30%

    $502,499

    $66.11

    $14.53

    $19.60

    TEN

    38

    22%

    3.8

    15%

    236,410

    $61.53

    $20.23

    $31.17

    Ghana

    95

    56%

    11.4

    46%

    738,909

    $64.57

    $16.45

    $23.49

    Equatorial Guinea

    28

    17%

    4.7

    19%

    300,547

    $64.19

    $19.35

    $16.14

    Mauritania/Senegal

    —

    —

    —

    —

    —

    —

    —

    —

    U.S. Gulf of Mexico

    46

    27%

    8.8

    35%

    459,960

    $52.23

    $14.06

    $24.31

    Total

    169

    100%

    24.9

    100%

    $1,499,416

    $60.14

    $16.15

    $22.62

    Product

    (per Bbl/Mcf)

    Total Oil (volumes in MMBbl)

    154

    91%

                      23.9

    96%

    $1,483,817

    $62.14

    Total Gas (volumes in Bcf)

    92

    9%

    6.3

    4%

    15,599

    $2.47

    Total (volumes in MMboe)

    169

    100%

    24.9

    100%

    $1,499,416

    Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

 (1) For information concerning our estimated proved reserves, see
“—Our Reserves.” Totals within table may not add a result of rounding.

 (2) Our sales volumes during 2021 includes activity related to our
acquisition of additional interests in Ghana from October 13, 2021, the acquisition date, through December 31, 2021. Our year-end proved
reserves also include the additional interests acquired.

 (3) For Jubilee, TEN and Equatorial Guinea, all sales volumes are
comprised of oil. Approximately 11% and 7% of the U.S. Gulf of Mexico’s total sales volumes are comprised of natural gas and NGL’s,
respectively, which combined represent approximately 7% of total sales volumes for the Company.

 (4) For Jubilee, TEN and Equatorial Guinea, all sales volumes are
comprised of oil. Approximately 12% and 7% of the U.S. Gulf of Mexico’s total sales volumes are comprised of natural gas and NGL’s,
respectively, which combined represent approximately 7% of total sales volumes for the Company.

 (5) For Jubilee, TEN and Equatorial Guinea, all sales volumes are
comprised of oil. Approximately 12% and 6% of the U.S. Gulf of Mexico’s total sales volumes are comprised of natural gas and NGL’s,
respectively, which combined represent approximately 6% of total sales volumes for the Company.

Our Reserves

Summary of Oil and Gas Reserves, page 21

 2. Based on the disclosure in your Results of Operations, there appears to be a significant difference
between the average sales price of crude oil/condensate and natural gas liquids. However, we note that you aggregate crude oil/condensate
reserves with natural gas liquids reserves here and elsewhere in your disclosure.

Please revise the presentation
of your reserves to separately disclose the net quantities of your natural gas liquids reserves. If you do not believe separate disclosure
is needed, tell us why and augment the disclosure in your filing to provide an explanation.

This comment also applies to the
disclosure under the Supplemental Oil and Gas Data on page 125. Refer to the disclosure requirements under Items 1202(a)(2) and (a)(4)
of Regulation S-K and FASB ASC 932-235-50-4 and 50-5.

We respectfully acknowledge the Staff’s
comment and advise that sales of natural gas liquids (“NGLs”) for the fiscal years ended December 31, 2021, 2020 and
2019 totaled $14.5 million, $6.2 million and $8.1 million, respectively, as compared to total oil and gas revenues of approximately $1.3
billion, $0.8 billion and $1.5 billion, respectively. Additionally, NGLs represented approximately 1%, 2% and 2% of our total proved reserves
and approximately 1%, 1% and 1% of our year-end standardized measure as of December 31, 2021, 2020 and 2019, respectively. As such, we
believe that sales of NGLs are immaterial to the Company and, therefore, do not believe it is material to disclose NGLs reserve information
separately. We have determined that disclosing sales of NGLs separately in Results of Operations is not consistent with our presentations
of reserves elsewhere in the Form 10-K, and in future 10-K filings we propose aggregating sales of NGLs with sales of crude oil to be
more consistent.

For the fiscal years ended December
31, 2021, 2020 and 2019, this revised tabular disclosure would have been shown as reflected in our response to the Staff’s comment
number one above.

 3. The footnotes accompanying the disclosure of your proved reserves indicate your natural gas reserves
include estimated quantities of natural gas used as fuel in operations. Please disclose the net quantities of fuel gas reserves here and
along with your disclosure of proved reserves on page 125. Refer to FASB ASC 932-235-50-10.

We respectfully acknowledge the Staff’s comment and
advise that the net quantities of fuel gas reserves are included in the Company’s reserves report filed as Exhibit 99.1 to the Form
10-K. We will revise disclosure in our future 10-K filings in both places referenced to specifically include the estimated quantities
of natural gas used as fuel in operations.

    Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

For the fiscal year ended December 31, 2021, this disclosure
would have been as follows:

 (3) These reserves include the estimated quantity of gas to be exported as LNG from the Greater Tortue Ahmeyim project, as a result of
the Tortue SPA finalized in February of 2020. These reserves also include the estimated quantities of fuel gas required to operate the
Jubilee and TEN FPSOs and Equatorial Guinea facilities during normal field operations and the associated gas forecasted to be exported
from TEN. Total proved natural gas reserves include fuel gas associated with the Jubilee and TEN fields offshore Ghana of approximately
30.0 Bcf, 14.0 Bcf and 18.0 Bcf for 2021, 2020, and 2019, respectively. Our natural gas reserves in Equatorial Guinea are all associated
with fuel gas. If and when a subsequent gas sales agreement is executed for Jubilee, a portion of the remaining Jubilee gas may
be recognized as reserves. If and when a gas sales agreement and the related infrastructure are in place for the TEN fields non-associated
gas, a portion of the remaining gas may be recognized as reserves.

 (4) The Mauritania/Senegal Natural Gas reserves presented consists of LNG and approximately 51.0 Bcf of Fuel Gas in our
reserve report. We note that the LNG is presented as Plant Products in Mboe in our reserve report.

 4. Please expand the footnote explaining the reasons why certain reserves remain undeveloped for five
years or more since initial disclosure to identify the individual fields or countries in which these reserves are located. Refer to Item
1203(d) of Regulation S-K.

We respectfully acknowledge the Staff’s
comment and will revise disclosure in our future 10-K filings to include the reasons why certain reserves remain undeveloped for five
years or more since initial disclosure to identify the individual fields or countries in which these reserves are located as required
by Item 1203(d) of Regulation S-K.

For the fiscal year ended December
31, 2021, this expanded footnote disclosure would have been as follows:

 (5) All of our proved undeveloped reserves are expected to be developed within six years or less. Proved undeveloped reserves expected
to be developed beyond five years since initial disclosure are all related to the Jubilee and TEN fields
offshore Ghana, which are long-term projects which are being developed will be completed under
a continuous drilling program.

 5. We note that you provide an explanation of the changes that occurred in total proved reserves on
pages 21 and 22 for the years ended December 31, 2021, 2020 and 2019. Please provide comparable disclosure in conjunction with the tabular
presentation under Supplemental Oil and Gas Data on page 125, as required by FASB ASC 932-235-50-5 and Item 302(b) of Regulation S-K.

We respectfully acknowledge the Staff’s
comment and advise that the disclosure referred to under Supplemental Oil and Gas Data was summarized from the disclosure explaining the
changes that occurred in total proved reserves on pages 21 and 22 for the years ended December 31, 2021, 2020 and 2019. We will revise
disclosure in our future 10-K filings to include comparable, un-summarized disclosure in conjunction with the tabular presentation under
Supplemental Oil and Gas Data as required by FASB ASC 932-235-50-5 and Item 302(b) of Regulation S-K. For the fiscal year ended December
31, 2021, this disclosure would have appeared as indicated in the proposed language located directly below in response to the Staff’s
comment number six.

 6. We note that your identification of changes in total proved reserves here and in footnote (2) on
page 126 are not consistent with the change categories identified in FASB ASC 932-235-50-5a, 50-5b and 50-5d. As a result, the changes
in your discussion cannot be compared directly to the line items in the reconciliation of the changes in reserves presented on page 125,
e.g. revisions of previous estimates, improved recovery and extensions and discoveries.

Please revise your discussion to
align with the change categories in FASB ASC 932-235-50, and as necessary to separately identify and quantify each contributing factor,
including offsetting factors, so that changes in net proved reserves between periods are fully explained. The disclosure of revisions
in previous estimates in particular should identify the individual changes caused by commodity prices, well performance, unsuccessful
and/or uneconomic proved undeveloped locations or the removal of proved undeveloped locations due to changes in a previously adopted development
plan

United States securities and exchange commission logo
April 28, 2022
Neal D. Shah
Senior Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane, Suite 500
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 28, 2022
File No. 001-35167
Dear Mr. Shah:
            We have reviewed your filing and 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 business days by providing the requested
information or advise 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 the Fiscal Year ended December 31, 2021
Business
Operations by Geographic Area, page 13
1.Please disclose the average sales price and production cost by geographic area along with
the production by final product sold for each country and field that contains 15% or more
of your total proved reserves for each of the last three fiscal years. Refer to Item 1204(a)
of Regulation S-K and Rule 4-10(a)(15) of Regulation S-X.
Our Reserves
Summary of Oil and Gas Reserves, page 21
2.Based on the disclosure in your Results of Operations, there appears to be a significant
difference between the average sales price of crude oil/condensate and natural gas liquids.
However, we note that you aggregate crude oil/condensate reserves with natural gas
liquids reserves here and elsewhere in your disclosure.

 FirstName LastNameNeal D. Shah
 Comapany NameKosmos Energy Ltd.
 April 28, 2022 Page 2
 FirstName LastNameNeal D. Shah
Kosmos Energy Ltd.
April 28, 2022
Page 2

Please revise the presentation of your reserves to separately disclose the net quantities of
your natural gas liquids reserves. If you do not believe separate disclosure is needed, tell
us why and augment the disclosure in your filing to provide an explanation.

This comment also applies to the disclosure under the Supplemental Oil and Gas Data on
page 125. Refer to the disclosure requirements under Items 1202(a)(2) and (a)(4) of
Regulation S-K and FASB ASC 932-235-50-4 and 50-5.
3.The footnotes accompanying the disclosure of your proved reserves indicate your natural
gas reserves include estimated quantities of natural gas used as fuel in operations. Please
disclose the net quantities of fuel gas reserves here and along with your disclosure of
proved reserves on page 125. Refer to FASB ASC 932-235-50-10.
4.Please expand the footnote explaining the reasons why certain reserves remain
undeveloped for five years or more since initial disclosure to identify the individual fields
or countries in which these reserves are located. Refer to Item 1203(d) of Regulation S-K.
5.We note that you provide an explanation of the changes that occurred in total proved
reserves on pages 21 and 22 for the years ended December 31, 2021, 2020 and 2019.
Please provide comparable disclosure in conjunction with the tabular presentation
under Supplemental Oil and Gas Data on page 125, as required by FASB ASC 932-235-
50-5 and Item 302(b) of Regulation S-K.
6.We note that your identification of changes in total proved reserves here and in footnote
(2) on page 126 are not consistent with the change categories identified in FASB ASC
932-235-50-5a, 50-5b and 50-5d. As a result, the changes in your discussion cannot be
compared directly to the line items in the reconciliation of the changes in reserves
presented on page 125, e.g. revisions of previous estimates, improved recovery and
extensions and discoveries.

Please revise your discussion to align with the change categories in FASB ASC 932-235-
50, and as necessary to separately identify and quantify each contributing factor, including
offsetting factors, so that changes in net proved reserves between periods are fully
explained.  The disclosure of revisions in previous estimates in particular should identify
the individual changes caused by commodity prices, well performance, unsuccessful
and/or uneconomic proved undeveloped locations or the removal of proved undeveloped
locations due to changes in a previously adopted development plan.

This comment also applies to the discussion of the changes that occurred in your proved
undeveloped reserves. Refer to Item 1203(b) of Regulation S-K.
Internal Controls Over Reserves Estimation Process, page 24
7.Please refer to the requirements in Item 1202(a)(7) of Regulation S-K and expand the
discussion of your internal controls to disclose the qualifications of the technical person

 FirstName LastNameNeal D. Shah
 Comapany NameKosmos Energy Ltd.
 April 28, 2022 Page 3
 FirstName LastName
Neal D. Shah
Kosmos Energy Ltd.
April 28, 2022
Page 3
that oversees the “Reservoir Engineering team” responsible for the preparation of your
reserves estimates.
Gross and Net Undeveloped and Developed Acreage, page 25
8.Please expand your disclosure to provide the expiration dates and acreage amounts for
material concentrations of your undeveloped acreage by geographic area. Refer to the
disclosure requirements in Item 1208(b) of Regulation S-K.
Supplemental Oil and Gas Data (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page 127
9.Please expand the discussion accompanying the presentation of the standardized measure
to clarify, if true, that all estimated future costs to settle your asset retirement obligations
have been included in your calculation of the standardized measure for each period
presented. Refer to the disclosure requirements in FASB ASC 932-235-50-36.
10.If the estimated future costs to settle your asset retirement obligations (including the costs
related to your proved undeveloped reserves) have not been included, tell us the dollar
amounts, both undiscounted and discounted at ten percent, for each of the periods
presented. Explain to us your rationale for excluding these costs from your calculation of
the standardized measure, or revise your disclosure to include these costs.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 or John Hodgin,
Petroleum Engineer, at (202) 551-3699 if you have questions regarding the engineering
comments.  Please contact Karl Hiller, Accounting Branch Chief, at (202) 551-3686 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
April 12, 2021
Neal D. Shah
Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for the Fiscal Year ended December 31, 2020
Filed February 23, 2021
File No. 001-35167
Dear Mr. Shah:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

April 8,
2021

Re:
	        Kosmos Energy Ltd. (the “Company”)

Form 10-K for
Fiscal Year Ended December 31, 2020 (“the “Form 10-K”)

Filed February
23, 2021

File No. 001-35167

Ms. Lily Dang and

Mr. Karl Hiller

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549-4628

Dear Ms. Dang and Mr. Hiller:

This letter is in response to
your letter dated April 5, 2021. We have set forth your comments followed by the Company’s response.

Form 10-K for
the Fiscal Year Ended December 31, 2020

Management’s
Discussion and Analysis

Recent Developments, page
68

 1. We note your disclosures
                                         under this heading and in Note 3 to your financial statements describing your agreement
                                         with Royal Dutch Shell to farm down interests in certain exploration assets in exchange
                                         for cash consideration of $96 million and future contingent consideration of up to $100
                                         million.

You state that the
contingent consideration will be "based on the outcome of the first four wells drilled in the purchased assets" and
will be payable upon submission of an appraisal plan to the relevant governmental authority under the relevant host government
contract. However, you also state that "Shell will pay $50 million for each appraisal plan submitted, capped in the aggregate
at a maximum of $100 million."

Please revise your
disclosure to clarify whether the incremental amounts would be variable and correlated with drilling results or other criteria,
as suggested by the first sentence of the disclosure noted above, or fixed at $50 million each, with the potential for two payments,
as indicated by the last sentence of your disclosure.

Kosmos
Energy Ltd.

c/o
Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

If drilling results
or other factors are involved in determining the amount that would be payable upon submitting an appraisal plan, describe those
provisions to the extent necessary to inform investors with regard to any uncertainties that may affect your ability to earn the
contingent consideration.

We
have reviewed the disclosures in Note 3 and on page 68 in Management’s Discussion and Analysis regarding our agreement with
Royal Dutch Shell and respectfully advise the Staff that under the terms of the agreement, in respect of the first four exploration
wells that Shell elects to drill on the purchased assets, excluding South Africa, the Company shall be entitled to receive $50
million for each discovery of hydrocarbons for which an appraisal plan is approved by the relevant operating committee for submission
to the applicable governmental authority, up to a maximum payment of $100 million. Our ability to collect the contingent consideration
is therefore subject to the success of the exploration wells drilled and the relevant operating committee’s subsequent determination
to submit an appraisal plan to the applicable governmental authority, which is typically required under the relevant petroleum
agreements within 6 to 12 months following successful well results.

We
respectfully acknowledge the Staff’s comment in relation to further clarification of the variability of the future contingent
consideration and will revise discussions of the Shell agreement in future periods as follows:

The
future contingent consideration is based on the outcome on the first four wells drilled in the purchased assets, excluding South
Africa, and is payable upon submission of an appraisal plan to the relevant governmental authority. Shell will pay $50.0 million
for each appraisal plan submitted, capped in the aggregate at a maximum of $100.0 million.

The
future contingent consideration is payable by Shell upon approval of the relevant operating committee of an appraisal plan for
submission to the relevant governmental authority for any of the first four exploration wells it elects to drill in the purchased
assets, excluding South Africa. Shell will pay us $50.0 million for each appraisal plan approved by the relevant operating
committee to be submitted, subject to an aggregate cap of $100.0 million, or two $50 million payments.

Index of Exhibits,
page 144

 2. We note that Exhibits 10.79,
                                         10.80 and 10.81 incorporate by reference the Exhibits 10.1, 10.2 and 10.3 that were filed
                                         with your Form 10-Q on November 9, 2020, and appear to pertain to your September 8, 2020
                                         farm down agreement. You indicate that you have redacted information pursuant to Item
                                         601(b) of Regulation S-K, although we see that you have redacted the consideration details
                                         from each corresponding section of these exhibits.

Given that you have
disclosed the amounts that you may receive under the arrangement, tell us why you believe that such redactions would not be contrary
to Item 601(b)(10)(iv) of Regulation S-K, if this is your view, or describe any procedural change that you will undertake to ensure
future redactions are consistent with this guidance.

We
have reviewed Item 601(b)(10)(iv) of Regulation S-K and respectfully acknowledge the Staff’s comment.  While the aggregate
amount of consideration that may be received pursuant to the farm down

Kosmos
Energy Ltd.

c/o
Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

agreement
with Royal Dutch Shell has been previously disclosed, we respectfully advise the Staff that the consideration details redacted
from Exhibits 10.79, 10.80 and 10.81 have not been disclosed as they relate to the specific payout mechanics and allocations of
consideration among the various assets involved.  We believe showing this level of detail is both not material to the reader
and due to its confidential nature, would be competitively harmful if publicly disclosed. Additionally, the transaction closed
subsequent to the filing of our Form 10-Q on November 9, 2020, and we ultimately received $95 million of the cash consideration
during the fourth quarter of 2020, which further supports our view that the consideration details redacted from the applicable
exhibits are neither helpful nor material to the reader.

To the extent
that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

    Sincerely,

    /s/ Neal D. Shah

    Neal D. Shah

    Senior Vice President and Chief Financial Officer

cc:	          Andy
Inglis

Byron
B. Rooney, Esq.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane,
Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

United States securities and exchange commission logo
April 5, 2021
Neal D. Shah
Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for the Fiscal Year ended December 31, 2020
Filed February 23, 2021
File No. 001-35167
Dear Mr. Shah:
            We have reviewed your filing and 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 business days by providing the requested
information or advise 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 the Fiscal Year ended December 31, 2020
Management's Discussion and Analysis
Recent Developments, page 68
1.We note your disclosures under this heading and in Note 3 to your financial statements
describing your agreement with Royal Dutch Shell to farm down interests in certain
exploration assets in exchange for cash consideration of $96 million and future contingent
consideration of up to $100 million.

You state that the contingent consideration will be "based on the outcome of the first four
wells drilled in the purchased assets" and will be payable upon submission of an appraisal
plan to the relevant governmental authority under the relevant host government contract.
However, you also state that "Shell will pay $50 million for each appraisal plan submitted,
capped in the aggregate at a maximum of $100 million."

 FirstName LastNameNeal D. Shah
 Comapany NameKosmos Energy Ltd.
 April 5, 2021 Page 2
 FirstName LastName
Neal D. Shah
Kosmos Energy Ltd.
April 5, 2021
Page 2
Please revise your disclosure to clarify whether the incremental amounts would be
variable and correlated with drilling results or other criteria, as suggested by the first
sentence of the disclosure noted above, or fixed at $50 million each, with the potential for
two payments, as indicated by the last sentence of your disclosure.

If drilling results or other factors are involved in determining the amount that would be
payable upon submitting an appraisal plan, describe those provisions to the extent
necessary to inform investors with regard to any uncertainties that may affect your ability
to earn the contingent consideration.
Index of Exhibits, page 144
2.We note that Exhibits 10.79, 10.80 and 10.81 incorporate by reference the Exhibits 10.1,
10.2 and 10.3 that were filed with your Form 10-Q on November 9, 2020, and appear to
pertain to your September 8, 2020 farm down agreement.  You indicate that you have
redacted information pursuant to Item 601(b) of Regulation S-K, although we see that you
have redacted the consideration details from each corresponding section of these exhibits.

Given that you have disclosed the amounts that you may receive under the arrangement,
tell us why you believe that such redactions would not be contrary to Item 601(b)(10)(iv)
of Regulation S-K, if this is your view, or describe any procedural change that you will
undertake to ensure future redactions are consistent with this guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lily Dang at (202) 551-3867 if you have questions regarding comments
on the financial statements and related matters.  Please contact Karl Hiller - Branch Chief at
(202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

October 29, 2019
Thomas P. Chambers
Senior Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane, Ste 500
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 001-35167
Dear Mr. Chambers:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

October 9, 2019

    Re:
    Kosmos Energy Ltd. (the “Company”)

    Form 10-K for Fiscal Year Ended December 31, 2018 (“the “Form 10-K”)

    Filed March 1, 2019

    File No. 001-35167

Mr. Brad Skinner

Senior Assistant Chief Accountant

Office of Natural Resources

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549-4628

Dear Mr. Skinner:

This letter is in response to your letter dated October 1, 2019.
We have set forth your comments followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December
31, 2018

Item 1 - Business

Our Reserves, page 20

1.
In your response to prior comment two, you state the conversion of proved undeveloped reserves to proved developed reserves
was not as significant as expected during fiscal year 2018. Expand your disclosure under this section to provide a more thorough
discussion of the progress made during fiscal year 2018 to convert proved undeveloped reserves to proved developed, including the
reasons why progress was not as significant as expected. As part of this expanded disclosure, state the amount of capital expenditures
incurred during the year to convert proved undeveloped reserves to proved developed reserves or provide a statement that such amount
is immaterial, if applicable. Refer to the disclosure requirements in Item 1203(c) of Regulation S-K.

Our scheduled drilling program in Ghana commenced during
2018 and has continued into 2019. As stated in our response to prior comment two, the timing of the of our 2018 drilling program
in Ghana was delayed due to various factors, including partner approvals surrounding rig selection. The delay resulted in the drilling
of three wells during 2018 instead of the expected five wells, however, all proved undeveloped reserves are still expected to be
converted to proved developed reserves within five years and, therefore, we do not consider this a significant item to note to
the reader.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

We respectfully acknowledge the Staff’s
comment and have determined the following future additions would be beneficial to the reader to understand our progress made during
the year to convert proved undeveloped reserves to proved developed reserves, in accordance with Item 1203(c). We are not proposing
to disclose the increase in proved developed reserves associated with the drilling of two Jubilee wells, as the increase was not
material. We do not believe that the changes are material to the reader to understand our overall oil and gas information. In future
periods, we will ensure that the investments and progress made during the year is more fully described. Additionally, we will update
the paragraph to reflect the below changes in our 2019 10-K filing.

Changes for the year ended
December 31, 2018, include an addition of 51.1 MMBoe as a result of the acquisition of DGE. Changes at Greater Jubilee include
a revision of 9.4 MMBbl related to strong field performance, positive drilling results and increased original oil in place, partially
offset by 6.4 MMBbl of net Jubilee production during 2018. Changes at TEN include a positive revision of 4.2 MMBbl
due to original oil in place adjustments, new drilling and development plan updates, and a negative revision of 3.1 MMBbl due to
recovery factor adjustment from dynamic modeling, which in total were offset by 3.7 MMBoe of net production. Changes at Equatorial
Guinea include an increase of 11.0 MMBbl, which comprises 0.7 MMBbl of revision due to economic modeling, 3.9 MMBbl of revision
due to strong field performance at both Ceiba and Okume Complex, and 6.4 MMBbl of revision due to reservoir management strategies
(re-opening shut-in wells, stimulations, surface/subsurface equipment installation), all of which was partially offset by 5.4 MMBbl
of net production. During the year ended December 31, 2018, we had an addition of 13.9 MMBoe of proved undeveloped reserves as
a result of the DGE acquisition., we We converted 2.0 MMBbl of proved undeveloped reserves
to proved developed reserves due to the completion of a new well in TEN incurring $9.7 million
drilling a new well., and we We added 12.9 MMBbl of proved undeveloped reserves in Jubilee as a result
of several factors, including additional data positive results from drilling two new wells, increased oil-in-place
due to improved static model utilizing new seismic and petrophysics data, and upgrading volumes associated with Mahogany area that
is now part of the Greater Jubilee Unit. We incurred $27.2 million in drilling the two Jubilee wells, however, we note that
we did not have a net migration of proved undeveloped reserves to proved developed reserves due to negative revisions in Jubilee
proved developed reserves, which more than offset the effects of drilling two wells during the year.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

To the extent that you have any
questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

    Sincerely,

    /s/Thomas P. Chambers

    Thomas P. Chambers

    Senior Vice President and Chief Financial Officer

    cc:
    Andy Inglis

    Byron B. Rooney, Esq.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

October 1, 2019
Thomas P. Chambers
Senior Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane, Ste 500
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for Fiscal Year Ended December 31, 2018
Response dated August 21, 2019
File No. 001-35167
Dear Mr. Chambers:
            We have reviewed your August 21, 2019 response to our comment letter and 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 business days by providing the requested
information or advise 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.  Unless we note otherwise, our references to prior comments are to comments in our
August 12, 2019 letter.
Form 10-K for Fiscal Year Ended December 31, 2018
Item 1. Business
Our Reserves, page 20
1.In your response to prior comment two, you state the conversion of proved undeveloped
reserves to proved developed reserves was not as significant as expected during fiscal year
2018.  Expand your disclosure under this section to provide a more thorough discussion of
the progress made during fiscal year 2018 to convert proved undeveloped reserves to
proved developed, including the reasons why progress was not as significant as expected.
As part of this expanded disclosure, state the amount of capital expenditures incurred
during the year to convert proved undeveloped reserves to proved developed reserves or
provide a statement that such amount is immaterial, if applicable.  Refer to the disclosure
requirements in Item 1203(c) of Regulation S-K.

 FirstName LastNameThomas P. Chambers
 Comapany NameKosmos Energy Ltd.
 October 1, 2019 Page 2
 FirstName LastName
Thomas P. Chambers
Kosmos Energy Ltd.
October 1, 2019
Page 2
            You may contact Jeannette Wong, Staff Accountant, at (202) 551-2137 or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the
financial statements and related matters.  Please contact Brad Skinner, Office Chief, at (202)
551-3489 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

August 21, 2019

 Re: Kosmos
Energy Ltd. (the “Company”)

Form 10-K for Fiscal Year Ended December 31,
2018 (“the “Form 10-K”)

Filed March 1, 2019

File No. 001-35167

Mr. Brad Skinner

Senior Assistant Chief Accountant

Office of Natural Resources

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549-4628

Dear Mr. Skinner:

This letter is in response to your letter dated August 12, 2019.
We have set forth your comments followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December
31, 2018

Item 1 - Business

Our Reserves, page 20

 1. Revise the Summary of Oil and Gas Reserve table to
provide oil and gas reserve information by geographic area, as well as in the aggregate in accordance with Item 1202(a)(2) of
Regulation S-K. On a similar note, your table on page 125 should also be revised to present the net quantities of proved reserves
of oil and gas and the changes in them by geographic area and in the aggregate in accordance with FASB ASC 932-235-50- 6.

We have reviewed Item 1202(a)(2) of Regulation S-K
and believe that the oil and gas reserve information required is present in the Summary of Oil and Gas Reserves table and following
discussion of total proved developed and proved undeveloped reserves activity of our geographic areas and distinguishes between
Ghana (Jubilee and TEN fields) and the U.S. Gulf of Mexico (acquisition of DGE). However, we respectfully acknowledge the Staff’s
comment and recognize the information is not presented in tabular format and as such, we will revise the presentation going forward
to explicitly present the oil and gas reserve information by geographic area in tabular format. Similarly, as it relates to our
Net Proved Developed and Undeveloped Reserves table on page 125, we believe the reserve information by geographic area is presented
in the table and related footnotes, however, we acknowledge that it is not presented between proved developed and proved undeveloped
reserves as required under FASB ASC 932-235-50-6. As noted above, this information is available in our Summary of Oil and Gas Reserves
table and related footnotes on page 20. We will revise the presentation

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

going forward to present the proved developed and
proved undeveloped reserves by geographic area in tabular format.

 2. In your response to comment 3 of our letter dated September
10, 2018, you stated your expectations to provide expanded disclosure regarding the progress made to convert proved undeveloped
reserves during the current fiscal year and to quantify the investment made to convert proved undeveloped reserves to proved developed
reserves. It is unclear where this expanded disclosure has been provided. Refer to Item 1203(c) of Regulation S-K.

We respectfully acknowledge the Staff’s comment
and advise that the timing of our 2018 drilling program in Ghana was delayed due to factors including partner approvals surrounding
rig selection and therefore the level of investment and progress made during 2018 to convert proved undeveloped reserves to proved
developed reserves was not as significant as anticipated. Our disclosure is included on page 21 and states that 2.0 MMBbl of proved
undeveloped reserves were converted to proved developed through the completion of a new well in TEN. The amount of investment to
bring the well online of $10 million was not considered significant to disclose. To the extent, in future periods, the capital
expenditures employed to convert proved undeveloped reserves to proved developed reserves is significant, we will disclose such
information.

Consolidated
Financial Statements of Kosmos Energy Ltd. Supplemental Oil and Gas Data (Unaudited)

Net
Proved Developed and Undeveloped Reserves, page 125

 3. Please expand your tabular disclosure to include the
net quantities of your proved developed reserves and proved undeveloped reserves as of December 31, 2015. Refer to FASB ASC 932-235-50-4
and Example 1 in 932-235-55-2, which requires disclosure of the beginning and the end of the year reserve balances for all periods
presented.

We respectfully acknowledge the Staff’s comment
and recognize that the net quantities of proved developed reserves and proved undeveloped reserves are not presented as of December
31, 2015. The net quantities of proved developed reserves and proved undeveloped reserves as of December 31, 2015 was included
in Form 10-K for the Year Ended December 31, 2017. We will ensure that the Supplemental Oil and Gas Data tabular format to include
the beginning and end of year balances for net proved developed reserves and proved undeveloped reserves going forward in accordance
with FASB ASC 932-235-50-4.

Changes
in the Standardized Measure for Discounted Cash Flows, page 129

 4. We note your disclosure of changes in standardized
measure of discounted cash flows includes an adjustment for “Changes in timing and other.” Provide us with a description
of the nature of this adjustment. Refer to FASB ASC 932-235-50-5 and ASC 932-235-50- 36.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

We
respectfully acknowledge the Staff’s comment and as a result have determined that certain items within the Changes in timing
and other line would be more accurately reflected in other existing lines within the Changes in the Standardized Measure for Discounted
Cash Flows table. Please refer to the revised table below which illustrates the reclassifications. We do not believe that the
changes are material to the reader to understand our oil and gas reserve information. In future periods, we will ensure that all
significant changes in standardized measure are included in the appropriate line items or add additional line items if warranted
to ensure Changes in timing and other remains a relatively insignificant amount. Additionally, we will update the table to reflect
the below changes in our 2019 10-K filing.

Changes
in the Standardized Measure for Discounted Cash Flows

    Ghana

    U.S. Gulf of Mexico

    Equity Method Investment-Equatorial Guinea

    Total

    (In millions)

    Balance at December 31, 2017
    $
    971

    $
    —

    $
    130

    $
    1,101

    Purchase of minerals in place
    —

    1,487

    —

    1,487

    Sales and transfers 2018
    (545
    )

    (117
    )

    (287
    )

    (949
    )

    Extensions and discoveries
    —

    —

    —

    —

    Net changes in prices and costs
    1,137

    —

    271

    1,408

    Previously estimated development costs incurred during the period
    105

    —

    —

    105

    Net changes in development costs
    15

    —

    (29
    )

    (14
    )

    Revisions of previous quantity estimates
    398

    —

    385

    783

    Net changes in tax expenses
    (565
    )

    —

    (136
    )

    (701
    )

    Accretion of discount
    112

    —

    30

    142

    Changes in timing and other
    (88
    )

    —

    27

    (61
    )

    Balance at December 31, 2018
    $
    1,540

    $
    1,370

    $
    391

    $
    3,301

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

To the extent that you have any questions
regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

    Sincerely,

    /s/Thomas P. Chambers

    Thomas P. Chambers

    Senior Vice President and Chief Financial
    Officer

 cc: Andy Inglis

Byron B. Rooney, Esq.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

August 12, 2019
Thomas P. Chambers
Senior Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane, Ste 500
Dallas, Texas 75231
Re:Kosmos Energy Ltd.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 001-35167
Dear Mr. Chambers:
             We have reviewed your filing and 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 business days by providing the requested
information or advise 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 the Fiscal Year Ended December 31, 2018
Item 1 - Business
Our Reserves, page 20
1.Revise the Summary of Oil and Gas Reserve table to provide oil and gas reserve
information by geographic area, as well as in the aggregate in accordance with Item
1202(a)(2) of Regulation S-K.  On a similar note, your table on page 125 should also be
revised to present the net quantities of proved reserves of oil and gas and the changes in
them by geographic area and in the aggregate in accordance with FASB ASC 932-235-50-
6.
2.In your response to comment 3 of our letter dated September 10, 2018, you stated your
expectations to provide expanded disclosure regarding the progress made to convert
proved undeveloped reserves during the current fiscal year and to quantify the investment
made to convert proved undeveloped reserves to proved developed reserves.  It is unclear
where this expanded disclosure has been provided.  Refer to Item 1203(c) of Regulation

 FirstName LastNameThomas P. Chambers
 Comapany NameKosmos Energy Ltd.
 August 12, 2019 Page 2
 FirstName LastName
Thomas P. Chambers
Kosmos Energy Ltd.
August 12, 2019
Page 2
S-K.
Consolidated Financial Statements of Kosmos Energy Ltd.
Supplemental Oil and Gas Data (Unaudited)
Net Proved Developed and Undeveloped Reserves, page 125
3.Please expand your tabular disclosure to include the net quantities of your proved
developed reserves and proved undeveloped reserves as of December 31, 2015.  Refer to
FASB ASC 932-235-50-4 and Example 1 in 932-235-55-2, which requires disclosure of
the beginning and the end of the year reserve balances for all periods presented.
Changes in the Standardized Measure for Discounted Cash Flows, page 129
4.We note your disclosure of changes in standardized measure of discounted cash flows
includes an adjustment for “Changes in timing and other.”  Provide us with a description
of the nature of this adjustment.  Refer to FASB ASC 932-235-50-5 and ASC 932-235-50-
36.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeannette Wong, Staff Accountant, at (202) 551-2137 or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the
financial statements and related matters.  Please contact Brad Skinner, Senior Assistant Chief
Accountant, at (202) 551-3489 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

Mail Stop 4628
October 3, 2018

Via Email
Mr. Andrew G. Inglis,
Chairman of the Board and Chief Executive Officer
Kosmos Energy Ltd.
Clarendon House
2 Church Street
Hamilton, Bermuda HM 11

Re: Kosmos Energy Ltd.
 Form 10 -K for the Fiscal Year ended December 31, 2017
Filed February 26, 2018
File No. 001 -35167

Dear Mr. Inglis :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
filename1.htm

September 14, 2018

 Re: Kosmos Energy Ltd. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2017 (the “Form 10-K”)

Filed February 26, 2018

File No. 001-35167

Mr. Brad Skinner

Senior Assistant Chief Accountant

Office of Natural Resources

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549-4628

Dear Mr. Skinner:

This letter is in response to your letter dated September 10,
2018. We have set forth your comments followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2017

Business, page 8

Operations by Geographic Area, page 11

Other Mauritania and Senegal Discoveries, page 18

 l. You disclose that the Bir Allah, Teranga and Takaar
discoveries “collectively have discovered a gross potential natural gas resource of approximately 40 trillion cubic feet
and as such derisked over 40 trillion cubic feet in the basin.” The Instruction to Item 1202 of Regulation S-K generally
prohibits disclosure in any document publically filed with the Commission of the estimates and/or the values of oil or gas resources
other than reserves. If your estimates do not fulfill the requirements to be classified as reserves under Rule 4-10(a) of Regulation
S-X, revise your filing to remove these estimates.

We respectfully acknowledge the Staff’s comment
and will remove references to oil and gas resources, other than reserves, in our future filings.

Our Reserves, page 21

 2. The disclosure on page 22 does not appear to fully
explain the changes in your proved undeveloped reserves during 2017. Revise this section to disclose all material changes in proved
undeveloped reserves that occurred during the year, including proved undeveloped reserves converted into proved developed reserves.
See Item 1203(b) of Regulation S-K.

We respectfully acknowledge the Staff’s comment
and advise that we believe this section discloses all material changes in proved undeveloped reserves that occurred during the
year. In 2017, our proved undeveloped reserves increased by approximately 13 MMBoe. The disclosure explains the reasons for the
change for 10.4 MMBoe of such reserves. The other 2.6 MMBoe change in reserves relates to various factors, the primary being an
increase in oil prices, which we believe are individually and collectively immaterial.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane,
Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

 3. Expand your disclosure to include a discussion of
investments and progress made during 2017 to convert proved undeveloped reserves to proved developed reserves, including, but
not limited to, capital expenditures. See Item 13203(c) of Regulation S-K.

We respectfully acknowledge the
Staff’s comment and advise that we did not make any significant investments or incur any material capital expenditures in
2017 associated with the development of proved undeveloped reserves. Thus, we did not convert any proved undeveloped reserves to
proved developed reserves during 2017. Our scheduled drilling program in Ghana commenced during 2018. Accordingly, we expect to
disclose in our Form 10-K for the Year Ended December 31, 2018 the level of investments and progress made during 2018 to convert
proved undeveloped reserves to proved developed reserves.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 65

Results of Operations, page 69

 4. Information in the Ryder Scott reserve report indicates
that you have producing sales gas reserves. However, the disclosure under this section does not attribute any production to sales
gas volumes. Clarify for us whether you had any gas sales during 2017. If so, explain where sales gas production is reflected
under this section. See Item 1204 of Regulation S-K.

We respectfully acknowledge the Staff’s comment
and advise that we did not have any gas sales during 2017. All gas reserves in 2017 were related to fuel gas in our Ghana operations
and therefore, did not generate gas sales revenues. During 2018, we expect to generate gas sales revenues under a Gas Sales Agreement
which was executed during the fourth quarter of 2017. Accordingly, we expect to disclose in our Form 10-K for the Year Ended December
31, 2018 any gas sales revenues generated during 2018.

Note 7. Equity Method Investments, page 105

 5. Explain to us, in reasonable detail, how you evaluated
the significance of the KTIPI acquisition for 	purposes of Rule 3-05 and Article 11 of Regulation S-X.

We respectfully advise the Staff that we evaluated
the significance of our 50% investment in KTIPI using the investment, asset and income tests as prescribed by the guidance in Rule
3-05 which yielded results of 9.7%, 11.7% and 13.9%, respectively. For the Income Test, we utilized our 2016 pre-tax loss for the
calculation, as the absolute value of the pre-tax loss exceeded the average income for the last five fiscal years. As none of the
significance tests exceeded 20%, audited financial statements of KTIPI and pro forma financial information were not required under
Rule 3-05 or Article 11 of Regulation S-X.

********

To the extent that you have any questions regarding the response
contained in this letter, please do not hesitate to contact me at (214) 445-9600.

        Sincerely,

    /s/ Thomas P. Chambers

    Thomas P. Chambers

    Senior Vice President and Chief Financial Officer

 cc: Andy Inglis

Byron B. Rooney, Esq.

Mail Stop 4628
September 10, 2018

Via Email
Mr. Andrew G. Inglis ,
Chairman of the Board and Ch ief Executive Officer
Kosmos Energy Ltd.
Clarendon House
2 Church Street
Hamilton, Bermuda HM 11

Re: Kosmos Energy Ltd.
 Form 10 -K for the Fiscal Year ended December 31, 2017
Filed  February 26, 2018
File No. 001-35167

Dear Mr. Inglis :

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 believ e 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 the Fiscal Year Ended December 31, 2017

Business, p age 8

Operations by Geographic Area, page 11

Other Mauritania and Senegal Discoveries, page 18

1. You disclose that the Bir Allah, Teranga and Takaar discoveries "collectively have
discovered a gross potential natural gas resource of approximately 40 trill ion cubic feet and
as such derisked over 40 trillion cubic feet in the basin.”  The Instruction to Item 1202 of
Regulation S -K generally prohibits disclosure in any document publically filed with the
Commission of the estimates and/or the values of oil or gas resources other than reserves.

Andrew G. Inglis
Kosmos Energy Ltd.
September 10, 2018
Page 2

 If your estimates do not fulfill the requirements to be classified as reserves under Rule 4 -
10(a) of Regulation S -X, revise your filing to remove these estimates.

Our Reserves, page 21

2. The disclosure on page 22 does not appear to fully explain the changes in your proved
undeveloped reserves during 2017.  Revise this section to d isclose all material changes in
proved undeveloped reserves that occurred during the year, including proved und eveloped
reserves converted into proved developed reserves.   See Item 1203(b) of Regulation S -K.

3. Expand your disclosure to include a discussion of investments and progress made during
2017 to convert proved undeveloped reserves to proved  developed reserves, including, but
not limited to, capital expenditures.   See Item 13203(c) of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 65

Results of Operations, page 69

4. Information in the Ryder Scott reserve report indicates that you have producing sales gas
reserves.  However, the disclosure under this section does not attribute any production to
sales gas volumes.  Clarify for us whether you had any gas sales during 2017.  If so,
explain where sales gas production is reflected under this section.  See Item 1204 of
Regulation S -K.

Note 7. Equity Method Investments, page 105

5. Explain to us, in reasonable detail, how you evaluated the significance of the KTIPI
acquisition for purposes of  Rule 3 -05 and Article 11 of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

You may c ontact  Joseph Klinko  at (202) 551 -3824 or me at (202) 551 -3489 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

Mail Stop 4628
November 2, 2017

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 the Fiscal Year Ended
December 31, 2016
Filed February 27, 2017
File No. 1 -35167

Dear Mr. Chambers :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
 Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

		Document

October 4, 2017

Re:

 Kosmos Energy Ltd. (the “Company”)
Form 10-K for Fiscal Year Ended December 31, 2016 (the “Form 10-K”)
Filed February 27, 2017

File No. 1-35167

Mr. H. Roger Schwall

Assistant Director

Office of Natural Resources
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549-4628

Dear Mr. Schwall:

This letter is in response to your letter dated September 27, 2017. We have set forth your comments followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 71

Recent Developments, page 71

l.

 We note that a Jubilee facility shutdown of up to 12 weeks may be required during 2017. Provide quantitative disclosure related to the expected impact of this shutdown on your revenues, earnings and cash flows. Refer to Item 303(a) of Regulation S-K and section III.B of SEC Release No. 33-8350.

We have reviewed Item 303(a) of Regulation S-K and section III.B of SEC Release No. 33-8350 and believe our disclosure in the Recent Developments section on page 71 meets the intent.  At the time of filing, the Jubilee field operator provided guidance of a potential shutdown during 2017 of up to 12 weeks. However, we were in discussions with the operator about other possible solutions which would mitigate the required downtime of the facility such that it would not have a material impact on our 2017 results or market guidance provided to investors.

We considered providing quantitative disclosure related to the expected impact of this shutdown on our revenues, earnings and cash flows. However, based on the uncertainty of the duration and timing of the shutdown period we elected not to provide quantitative analysis in the 10-K.

We continue to update the readers regarding the status of the Jubilee facility repairs on a quarterly basis, including in our most recent Form 10-Q filed on August 7, 2017.  We will add quantitative disclosure in future filings if determined to be material.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

Results of Operations, page 75

2.

 We note your disclosure regarding the Jubilee Field. Tell us why you believe that meets all of the requirements of Item 1204 of Regulation S-K.

For the fiscal year ended December 31, 2016, we had production from the Jubilee and TEN fields, with production from the TEN fields coming on-line in the second half of 2016, providing less than 15% of our total production.  We note that all of our production is located in one geographical area and one country.  In future filings, we will include separate disclosure of production from the Jubilee and TEN fields in accordance with Item 1204 of Regulation S-K as the TEN fields exceed 15% of our proved reserves.  Additionally, we disclosed the TEN production in the explanation of changes in reserves on page 21 of our 10-K.

3.

 We note your disclosure that operating costs and insurance reimbursements related to the turret bearing issue are included as oil and gas production costs. Disclose the amount of insurance recoveries included in your oil and gas production costs. Refer to FASB ASC 225-30-50-1.

Kosmos maintains Loss of Production Income (LOPI) insurance, which is similar to business interruption insurance. The nature of the event triggering the LOPI coverage, the aggregate amount of LOPI recovered to offset lost production, and where the LOPI is recognized in the consolidated statements of operations are all disclosed in accordance with FASB ASC 225-30-50-1. Additionally, under our insurance policy, Kosmos is insured for Increased Cost of Working (ICOW) which allows for insurance reimbursement for expenditures necessarily and reasonably incurred for the purpose of reducing a claim amount otherwise payable as a result of physical loss or physical damage to real property. We have disclosed the nature of the event triggering the insurance coverage and the location where the reimbursements of production costs are recorded in the consolidated statements of operations. The amount of insurance recoveries related to ICOW was $7.5 million for the year ended December 31, 2016. We will disclose the amount recovered for ICOW in future filings for all periods presented. The coverage of LOPI and ICOW for the turret bearing issue ceased in the second quarter of 2017.

********

To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

 Sincerely,

 /s/ Thomas P. Chambers

 Thomas P. Chambers

 Senior Vice President and Chief Financial Officer

cc:

 Andy Inglis
Byron B. Rooney, Esq.

Mail Stop 4628
September 27, 2017

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 the Fiscal Year Ended
December 31, 2016
Filed February 27, 2017
File No. 1 -35167

Dear Mr. Chambers :

We have limited our review of your filing to the financial statements and related
disclosures and 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, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
71

Recent Developments , page 71

1. We note that a Jubilee facility shutdown of up to 12 we eks may be required dur ing 2017.
Provide quantitative disclosure related to the expected impact of this shutdown  on your
revenues, earnings and cash flows .  Refer to Item 303(a) of Regulation S -K and s ection
III.B of SEC Release No. 33 -8350 .

Thomas P. Chambers
Kosmos Energy Ltd.
September 27, 2017
Page 2

 Results of Operations , page 75
2. We note your disclosure  regarding the Jubilee Field.  Tell us why you believe that meets
all of the requirements of Item 1204 of Regulation S -K.
3. We note your disclosure that operating costs and insurance reimbursements related to the
turret bearing issue ar e included as oil and gas production costs.  Disclose the amount of
insurance recoveries included in your oil and gas production costs.  Refer to FASB ASC
225-30-50-1.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331 or Kimberly L.
Calder, Assistant Chief Accountant, at (202) 551 -3701 if you h ave questions regarding
comments on the financial statements and related matters.   You may contact me at (202) 551 -
3745 if you have questions regarding the engineering comments.

Sincerely,

 /s/ Brad Skinner for

        H. Roger Schwall
        Assistant Director
Office  of Natural Resources

Mail Stop 4628
September 15, 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
File No. 1-35167

Dear Mr. Chambers :

We have comple ted our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

        Ethan Horowitz
        Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

August 5, 2016

Re:                                         Kosmos Energy Ltd. (the “Company”)
 Form 10-K for Fiscal Year Ended December 31, 2015 (the “Form 10-K”)
 Filed February 22, 2016

Response dated June 30, 2016
 File No. 1-35167

Mr. Ethan Horowitz

Branch Chief

Office of Natural Resources
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Horowitz:

This letter is in response to your letter dated July 29, 2016. We have set forth your comments followed by the Company’s response.

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

Notes to Consolidated Financial Statements

Note 6 — Suspended Well Costs, page 112

l.                                         Your response to prior comment 2 states that you were not in a position to make a determination concerning the commerciality of the Akasa Discovery based on the results of your appraisal program as of March 31, 2015. To further our understanding, describe for us in sufficient detail the technical and/or economic issues that remain unresolved which prohibit you from arriving at a determination of commerciality and how additional technical studies and further evaluation will resolve such issues.

Following the Akasa Discovery, we submitted to the government of Ghana an appraisal program, which included drilling an appraisal well, installing gauges, and performing a drill stem test and an injectivity test.  The injectivity test indicated that the Akasa-1 and Akasa-2 wells were not in pressure communication, resulting in a reduction of the estimated recoverable resources associated with the existing wells.  However, based on existing seismic data, our appraisal work indicates there may still be a sufficient amount of recoverable resources to commercially develop the field.  Such development is expected to be a 2-well configuration (a producer and water injector paired together in pressure support), and would require an additional well to be drilled in the field (along with the use of one of the existing wells).  Before this decision can be made, additional technical work is required to confirm the existence of sufficient resources to proceed.

The additional technical work proposed to the government of Ghana consists of a seismic inversion study that would utilize an improved processed seismic data set to:  improve reservoir identification, identify barriers, and improve definition of the areal extent of the resource channel.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

This study will allow us to model the estimated recoverable resources and determine if the resource justifies drilling an additional well.  It will also allow us to determine the optimal location of the additional well to be drilled.  Without the seismic inversion study, we are unable to effectively model the recoverable resources and thus determine the commerciality of the Akasa Discovery.

We have previously provided the government of Ghana the proposed timeline and related milestones involved in performing the seismic inversion study, as shown below.

It is important to note the development scenario for the Akasa Discovery is based on a tie-back to the Jubilee Field FPSO.  Also, the Akasa Discovery would be developed subsequent to the development phases listed in the Greater Jubilee Full Field Development Plan.

As discussed in our previous response letter, the government of Ghana has informed us that it has been working through various other matters related to the Jubilee Field, which they have deemed to be more time sensitive priorities for them.  In order for us to proceed with our proposed technical work, we believe the following events must first occur:

·                  Resolution of the mechanical and operational issues affecting the Jubilee Field FPSO, including the turret issue and our ability to show the government of Ghana sufficient progress in the remediation plan by the first half of 2017, in particular completing the permanent spread mooring of the FPSO vessel

·                  Resolution of all issues associated with the Greater Jubilee Full Field Development Plan (GJFFDP) in order to obtain approval in the first half of 2017

·                  Approval from the government of Ghana on the additional technical work on the Akasa Discovery in the first half of 2017 (potentially concurrent with the Greater Jubilee Full Field Development Plan)

Based on meeting the aforementioned timeline, we would expect to be in a position to either make a declaration of commerciality on the Akasa Discovery or write-off all related costs by the end of 2018.

2.                                      Your response to prior comment 2 states that subsequent to your correspondence and meeting with the Petroleum Commission on July 11, 2015, the government of Ghana has been working through various other matters related to the Jubilee Field, which they have deemed to be a more time sensitive priority for them. Tell us the nature and timing of your inquiries of or other communications that you have had with the government of Ghana since July 11, 2015 regarding your request for additional time to perform technical studies and evaluation of the Akasa Discovery. Compare for us your experience regarding the delays in responding to your requests or obtaining approvals from the government regarding the Akasa Discovery to your experience with other comparable projects in Ghana.

Subsequent to the July 11, 2015 meeting with the Petroleum Commission, we have met or corresponded with the government of Ghana in a formal capacity with regard to the Akasa Discovery on at least four occasions, as noted below:

·                  July 22, 2015, we met with the Petroleum Commission to further discuss our proposed additional technical work and evaluation for the Akasa Discovery.

·                  December 1, 2015, we submitted the GJFFDP to the Minister of Petroleum, and within this document we informed the Minister of Petroleum of the current status of the Akasa Discovery, as well as our request for additional time to conduct additional technical work.  Approval of the GJFFDP has not been received.

·                  December 10, 2015 at a meeting of the West Cape Three Points Joint Management Committee (which includes the Ghana National Petroleum Corporation), we presented an update on the status of the Akasa Discovery and requested a budget line item in the 2016 Work Program and Budget equal to US$300,000 to be spent on the additional technical work once the government of Ghana approved our request for additional time to conduct such work. This budget item was approved by the Joint Management Committee.

·                  July 21, 2016, we met with the Ghana National Petroleum Corporation at a West Cape Three Points Joint Management Committee meeting and informed them that we were awaiting a response from the government of Ghana to our Akasa Discovery proposal.  The Ghana National Petroleum Corporation acknowledged that is where the process currently stands, but they were unable to confirm a date by which we would receive a response to the proposal.

With respect to other experiences with obtaining approvals from the government of Ghana, we experienced a similar delayed situation with respect to our TEN project Development Plan.  The TEN Development Plan was originally submitted to the government of Ghana on November 6, 2012, and did not receive approval until May 29, 2013.  Currently, we are experiencing delays associated with the GJFFDP, which was submitted on December 1, 2015.  The GJFFDP contemplates future development wells associated with the Jubilee Field, Mahogany Field and Teak Field.

3.                                      Your response to prior comment 2 states that you believe you are making sufficient progress on assessing the reserves and the economic and operating viability of the Akasa Discovery project. We also note your capitalized exploratory well costs on completed wells table on page 113. Provide a similar rollforward for the Akasa Discovery’s capitalized exploratory well costs as of and during the years ended December 31, 2015, 2014 and 2013. Include in your response a thorough description of the additions to capitalized exploratory well costs for each year. Also, tell us the amount and nature of any costs incurred subsequent to July 11, 2015 related to the Akasa Discovery, such as costs incurred to assess the reserves and their potential development.

The following table provides aging of capitalized exploratory well costs associated with the Akasa Discovery on completed wells as of and during the years ended December 31, 2015, 2014 and 2013.

Years Ended December 31,
   (In thousands)

2015

2014

2013

Beginning   balance

$

37,083

$

33,626

$

36,012

Additions to   capitalized exploratory well costs pending the determination of proved   reserves

250

3,457

(2,386

)

Reclassification   due to determination of proved reserves

—

—

—

Ending balance

$

37,333

$

37,083

$

33,626

Subsequent to July 11, 2015, we have incurred an inconsequential amount of costs associated with the Akasa Discovery, as we are awaiting approval from the government of Ghana to proceed with our proposed technical work.

The additions to capitalized exploratory well costs during 2015 and 2014 were primarily well tests performed on the Akasa-1 exploration well.  We note that the 2013 activity is related to our actual well costs being lower than the estimated amount we accrued as of December 31, 2012.  The table above excludes $0.1 million, $0.8 million and $20.0 million in costs that were capitalized and subsequently expensed during the same year for the years ended December 31, 2015, 2014 and 2013, respectively.  These costs were related to the drilling of the Akasa-2 appraisal well, which did not encounter a sufficient amount of reserves to be completed as a producing well and, therefore, all costs associated with the Akasa-2 appraisal well were expensed.

In addition to capitalized exploratory well costs, we incurred $0.7 million during the first six months of 2015 and $2.0 million and $2.1 million during the years ended December 31, 2014 and 2013 associated with pre-FEED (Front End Engineering and Design) activities related to the Mahogany, Teak and Akasa Discoveries.  We note that the Mahogany, Teak and Akasa Discoveries are in close proximity to the Jubilee Field FPSO (and to each other).  The conceptual development work performed on the three discoveries was a joint process as all would require tie-back to the Jubilee Field FPSO through shared infrastructure.  These costs were primarily related to the salary and benefits costs associated with Company personnel who were processing and analyzing various seismic data and studies and evaluating various conceptual designs for a potential development.  Also, the work included third party contractor services for geological and geophysical studies, as well as conceptual designs for plan of development and core analysis.

********

To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

Sincerely,

/s/ Thomas P. Chambers

Thomas P. Chambers

Senior Vice   President and Chief Financial Officer

cc:                                Andy Inglis
 Byron B. Rooney, Esq.

Mail Stop 4628
July 29, 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
 Response dated June 30, 2016
File No. 1-35167

Dear Mr. Chambers :

We have reviewed  your June 30, 2016  response to our comment letter and 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.
Unless we no te otherwise, our references to prior comments are to comments in our June 23,
2016  letter .

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

Notes to Consolidated Financial Statements

Note 6 – Suspended Well Costs, page 112
1. Your response to prior  comment 2 states that you were not in a position to make a
determination concerning the commerciality of the Akasa Discovery based on the results
of your appraisal program as of March 31, 2015.  To further our understanding, describe
for us in suff icient detail the technical and/or economic issues that remain unresolved

Thomas P. Chambers
Kosmos Energy Ltd
July 29, 2016
Page 2

 which prohibit you from arriving at a determination of commerciality and how additional
technical studies and further evaluation will resolve such issues.
2. Your response to prior co mment 2 states that subsequent to your correspondence and
meeting with the Petroleum Commission on July 11, 2015, the government of Ghana has
been working through various other matters related to the Jubilee Field, which they have
deemed to be a more time sensitive priority for them.  Tell us the nature and timing of
your inquiries of or other communications that you have had with the government of
Ghana since July 11, 2015 regarding your request for additional time to perform technical
studies and e valuation of the Akasa Discovery.  Compare for us your experience
regarding the delays in responding to your requests or obtaining approvals from the
government regarding the Akasa Discovery to your experience with other comparable
projects in Ghana .
3. Your response to prior comment 2 states that you believe you are making sufficient
progress on assessing the reserves and the economic and operating viability of the Akasa
Discovery project.  We also note your capitalized exploratory well costs on comple ted
wells table on page 113.  Provide a similar rollforward for the Akasa Discovery’s
capitalized exploratory well costs as of and during the years ended December 31, 2015,
2014 and 2013.  Include in your response a thorough description of the additions to
capitalized exploratory well costs for each year.  Also, tell us the amount and nature of
any costs incurred subsequent to July 11, 2015 related to the Akasa Discovery, such as
costs incurred to assess the reserves and their potential development.

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

CORRESP
1
filename1.htm

June 30, 2016

Re:                                         Kosmos Energy Ltd. (the “Company”)
 Form 10-K for Fiscal Year Ended December 31, 2015 (the “Form 10-K”)
 Filed February 22, 2016

Form 8-K dated May 9, 2016 (the “Form 8-K”)
 File No. 1-35167

Mr. Ethan Horowitz

Branch Chief

Office of Natural Resources
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Horowitz:

This letter is in response to your letter dated June 23, 2016. We have set forth your comments followed by the Company’s response.

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

Business, page 8

Summary of Oil and Gas Reserves, page 20

l.                                         Your disclosure regarding proved undeveloped reserves does not appear to fully explain the changes that occurred 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.

With respect to section, “Business—Summary of Oil and Gas Reserves” on page 20 of the Form 10-K, the table included therein discloses the total quantity of our proved reserves as of December 31, 2015.  The material changes in our proved undeveloped reserves which occurred during 2015, 2014 and 2013 are discussed in the first three paragraphs following the table.  During 2015, we had a 6 MMBoe reduction in our proved undeveloped reserves from December 31, 2014.  The decrease is a result of a 2 MMbl negative revision associated with our TEN development, due to shorter economic life as a result of lower oil price, as well as 3 MMbl of proved undeveloped reserves which were converted to proved developed reserves associated with our Jubilee Field, due to the completion of the J-24P well. The remaining difference is a result of rounding as noted in Footnote 1 to the table. During 2014, we had a 22 MMBoe increase in our proved undeveloped reserves from December 31, 2013.  This increase was primarily the result of the initial recognition of 27 MMBoe in proved undeveloped reserves for the TEN Development offset by the conversion of approximately 6 MMBoe from proved undeveloped reserves to proved developed reserves due to drilling of the remaining Jubilee Field Phase 1A development wells. The remaining difference is a result of rounding as noted in Footnote 1 to the table. During 2013, proved undeveloped reserves decreased from December 31, 2012 by approximately 1 MMBoe as a result of the conversion to proved developed reserves through additional Jubilee Phase 1A development. We will include an expanded discussion of the factors resulting in a change to our proved undeveloped reserve quantities in line with the above discussion, to the extent applicable, in our Annual Report on Form 10-K for the year ended December 31, 2016.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

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 Akasa discovery in early 2015. Provide us with a detailed analysis that demonstrates you are making sufficient progress on assessing 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.

As of the filing of the 2014 10-K, the appraisal period for the Akasa Discovery had concluded, and the relevant Petroleum Agreement required Kosmos to inform the Ghana Ministry of Petroleum by March 31, 2015 whether the Akasa-1 Discovery was or was not a Commercial Discovery.  Pursuant to the Appraisal Program for the Akasa Discovery, we previously drilled an appraisal well, performed a gauge installation and performed a drill stem test, among other appraisal activities.  Based on the results of the Appraisal Program, Kosmos was not in a position to make a determination concerning the commerciality of the Akasa Discovery as of March 31, 2015.  On March 27, 2015, we requested additional time from the government of Ghana (as specifically permitted under the relevant Petroleum Agreement) to perform additional technical studies and evaluation of the Akasa Discovery.  The intent of this request was to provide our production and development team with additional time to further study the Akasa Discovery and to run the relevant models necessary to allow us to determine whether the Akasa Discovery is a Commercial Discovery.  In response to our request, on June 15, 2015, the government of Ghana asked us to provide additional details regarding our proposed technical studies and evaluation.  On July 11, 2015, we provided the government of Ghana with such requested details and also met with the Ghanaian Petroleum Commission in person during June 2015 to discuss these details and other matters relevant to the Akasa Discovery.  We have not yet received a response or approval from the government of Ghana to our request that we be allowed additional time to conduct the proposed technical studies and evaluation. We have established the scope of work for the technical studies and are awaiting approval from the government of Ghana before executing the work program.

Subsequent to our correspondence and meeting with the Petroleum Commission, we note that the government of Ghana has been working through various other matters related to the Jubilee Field, which they have deemed to be a more time sensitive priority for them, such as:

·                  Working through the Greater Jubilee Full Field Development Plan (which was submitted by the Jubilee Field joint-venture parties to the Ministry of Petroleum on December 1, 2015), and

·                  Addressing mechanical and operational issues affecting the Jubilee Field FPSO, as noted in our 2015 10-K and Q1 2016 10-Q filings

Once such issues are resolved in a satisfactory manner, we believe that the government of Ghana will have more capacity from a timing and staff perspective to re-engage with us on our proposed technical studies and evaluation for the Akasa Discovery.

We believe we are making sufficient progress on assessing the reserves and the economic and operating viability of the project.  As noted in FASB ASC 932-360-35-20, “brief interruptions in activities required to assess the reserves or the project, or other delays resulting from governmental or other third-party evaluation of a proposed project, do not require capitalized exploratory well or exploratory-type stratigraphic well costs to be expensed.”

Form 8-K dated May 9, 2016

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.

The company believes EBITDAX and adjusted net income (loss) are important non-GAAP measures for our investors to calculate our leverage metrics, demonstrate our ability to service debt, and better compare the Company’s financial performance.  EBITDAX as shown reflects the actual calculation used in our Debt Facilities to determine compliance with our leverage covenants which we believe is important to our investors.  We will add the below clarification to our future press releases furnished on Form 8-K noted as underlined:

We believe that EBITDAX, Adjusted net income (loss), and Adjusted net income (loss) per share and other similar measures are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the oil and gas sector. Furthermore, management uses these measures and will provide investors with a useful tool for assessing and evaluating the comparability of the Company’s financial performance between periods and the comparability of the Company’s performance to certain peer competitors. EBITDAX, as presented, is also used by management to calculate compliance with our debt covenants in our Debt Facilities.  Because EBITDAX, Adjusted net income (loss), and Adjusted net income (loss) per share excludes some, but not all, items that affect net income, these measures as presented by us may not be comparable to similarly titled measures of other companies.

4.                                      We note that you present 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 Financial Measures Compliance & Disclosure Interpretations.

In future presentations, we will include a reconciliation of the GAAP earnings per share to the non-GAAP earnings per share measure.  The following example shows the reconciliation we would propose using data from the three months ended March 31, 2016:

Adjusted Net Income

(In thousands, except share data, unaudited)

Three Months Ended

March 31,

2016

2015

Net loss

$

(58,993

)

$

(78,909

)

Derivatives, net

(4,345

)

(32,327

)

Cash settlements   on commodity derivatives

56,630

51,298

Gain on sale of   assets

—

(22,751

)

Inventory   impairment and other

14,746

—

Total selected   items before tax

67,031

(3,780

)

Income tax   expense on adjustments(1)

(22,589

)

(6,640

)

Adjusted net   loss

$

(14,551

)

$

(89,329

)

Net loss per   diluted share

(0.15

)

(0.21

)

Derivatives, net

(0.01

)

(0.08

)

Cash settlements   on commodity derivatives

0.14

0.13

Gain on sale of   assets

—

(0.05

)

Inventory   impairment and other

0.04

—

Total selected   items before tax

0.17

—

Income tax   expense on adjustments(1)

(0.06

)

(0.02

)

Adjusted net   loss per diluted share

(0.04

)

(0.23

)

Weighted average   number of diluted shares

384,435

380,355

(1)

Income tax expense is calculated at the statutory   rate in which such item(s) reside. Statutory rate for Ghana is 35%.

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.

The calculations of our non-GAAP measures of EBITDAX and adjusted net income (loss) include cash settlements on our commodity derivatives, whereas, our consolidated statements of cash flows also includes cash settlements on our interest rate derivatives and our provisional oil sales contract derivatives.  However for clarity, we include a parenthetical disclosure of the cash settlements on commodity derivatives on the face of the consolidated statements of cash flows to allow visibility to the amount of cash settlements related to commodity derivatives in our Form 10-K and Form 10-Q filings. We will conform the Condensed Consolidated Statements of Cash Flow in future Form 8-K filings to include the parenthetical note on the Cash settlements on derivatives line to include “(including xx million and yy million on commodity hedges during current and prior period)”.

We note that our debt covenants specifically allow for the non-GAAP measure of EBITDAX to be calculated using cash settlements on commodity derivatives and, therefore, we use cash settlements on commodity derivatives in our non-GAAP measure of adjusted net income (loss).

For the three months ended March 31, 2016, cash settlements on derivatives in the consolidated statements of cash flows consisted of the following:

Cash settlements on commodity derivatives

$

56,630

Cash settlements   on provisional oil sales

610

Cash settlements   on interest rate derivatives

(339

)

$

56,901

The statement of cash flows has a parenthetical disclosure of the $56.6 million cash settlements related to commodity derivatives.

Closing Comments

As requested, the Company acknowledges that:

·                                          the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and Form 8-K;

·                                          Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and Form 8-K; and

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

********

To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

Sincerely,

/s/ Thomas P. Chambers

Thomas P. Chambers

Senior Vice President and Chief Financial Officer

cc:                                Andy Inglis
 Byron B. Rooney, Esq.

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

July 9, 2014

Via E-mail
W. Greg Dunlevy
Chief Financial Officer and Executive Vice President
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, 2013
Filed February 24, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed on May 5, 2014
File No. 001 -35167

Dear Mr. Dunlevy :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not asse rt staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brad Skinner

        Brad  Skinner
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

June 20, 2014

Re:                                         Kosmos Energy Ltd. (the “Company”)
 Form 10-K for the Fiscal Year ended December 31, 2013 (the “Form 10-K”)
 Filed February 24, 2014
 File No. 001-35167

Mr. Brad Skinner
 Senior Assistant Chief Accountant
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Skinner:

This letter is in response to your letter dated June 12, 2014.  We have set forth your comments followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2013

Business, page 8

Operations by Geographic Area, page 10

Our Ghanaian Discoveries, page 12

l.                                         The disclosure in footnote 8 on page 11 states “We submitted the Jubilee Full Field Development Plan (“JFFDP”) to Ghana’s Minister of Energy in December 2012 and subsequently withdrew based on discussions with the government of Ghana. A PoD  providing for development of the next phase within the Jubilee Field is expected to be submitted during 2014, although we can give no assurance that such approvals will be forthcoming in a timely manner or at all.” Please tell us the extent to which any of the proved undeveloped reserves disclosed as of December 31, 2013 are subject to approval under the Jubilee Full Field Development Plan.

As of December 31, 2013, we did not have any proved undeveloped reserves associated with the Jubilee Full Field Development Plan.  The proved undeveloped reserves recorded are related to previously approved PoDs.  The Jubilee Full Field Development Plan allows for additional development of the Jubilee Field beyond the Jubilee Field Phase 1 PoD and Jubilee Field Phase 1A PoD.

Summary of Oil and Gas Reserves, page 20

2.                                      We note your disclosure makes reference to “oil, condensate, NGLS” in the tabular presentation of the net proved reserves for each of the years ending 2011, 2012 and 2013. The staff considers natural gas liquids (NGLs) to be a separate product type under Item 1202(a)(4) of Regulation S-K; therefore, NGL reserves, if material, should be presented as separate quantities for disclosure under Items 1202(a)(2) and 1204 of

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

Regulation S-K. Please tell us the extent to which your proved reserves and production for each of the periods disclosed include natural gas liquids (NGLs).

As of December 31, 2013, 2012 and 2011, we did not have any proved reserves or production associated with natural gas liquids.  Should we have material NGL reserves in the future, we will disclose NGL reserves as separate quantities for disclosure under Items 1202(a)(2) and 1204 of Regulation S-K.

3.                                      Please tell us the extent to which any of the proved undeveloped reserves disclosed as of December 31, 2013 will not be developed within five years since your initial disclosure of these reserves. Also, please clarify your disclosure in this regard and if applicable provide an explanation for the specific circumstances for any material amounts of proved undeveloped reserves that will remain undeveloped for five years or more after their initial disclosure. Please refer to Item 1203(d) of Regulation S-K and question 131.03 in the Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013, for additional guidance. You may find the C&DIs on our website at the following address: http://www.sec.gov/divisions/corpfin/guidance/oilandgasinterp.htm

All of our proved undeveloped reserves are expected to be developed within five years or less from their initial disclosure.  In future filings, as required by Item 1203 of Regulation S-K, we will specifically disclose as such and to the extent any material amounts of proved undeveloped reserves remain undeveloped for five years or more and we will explain the reasons thereto.

Drilling Activity, page 26

4.                                      We note the disclosure of your drilling activity for each of the last three fiscal years in accordance with the requirements in Item 1205 of Regulation S-K; however, it does not appear that your disclosure also fulfills the requirements pursuant to Item 1208(a) of Regulation S-K. Please revise or otherwise expand your disclosure to present the total gross and net productive wells expressed separately for oil and gas as of a reasonable current date or as of the end of the current fiscal year pursuant to the disclosure requirements under Item 1208(a) of Regulation S-K. Please refer to the definition of productive wells contained in Item 1208(c)(3) of Regulation S-K for additional guidance.

We would like to draw to your attention to the section, “Business — Operations by Geographic Area” on page 12 of the Form 10-K.  We include the number of gross producing wells (ie. productive wells) relating to the Jubilee discovery, broken out by the Jubilee Phase 1 development and Jubilee Phase 1A development.  All of our productive wells are located in the Jubilee Field offshore Ghana.  Additionally, a reader can calculate the net productive wells based on our Jubilee Field participating interest disclosed on page 12 of the Form 10-K.

In future filings, we will add the following to the section “Business — Summary of Oil and Gas Reserves” (updated for applicable facts at the time of filing) to more clearly state the number of gross productive wells and to include the net productive wells, as required by Item 1208 of Regulation S-K.

Productive wells

Productive wells consist of producing wells and wells capable of production, including wells awaiting connections. For wells that produce both oil and gas, the well is

classified as an oil well. The following table sets forth the number of productive oil and gas wells in which we held an interest at December 31, 2013:

Productive Oil Wells

Productive Gas Wells

Total

Gross

Net

Gross

Net

Gross

Net

Ghana - Jubilee Unit

12

2.88

—

—

12

2.88

Financial Statements and Supplementary Data, page 95

Notes to Consolidated Financial Statements, page 103

Note 6. Suspended Well Costs, page 112

5.                                      Disclosure regarding your Mahogany, Teak-1, Teak-2 and Akasa discoveries indicates that decisions regarding commerciality for each discovery are expected to be made in 2015. However, corresponding disclosure in your 2012 10-K indicates that Mahogany was declared commercial in September 2010, and that decision regarding commerciality of the Teak-1, Teak-2 and Akasa discoveries were expected to be made in 2013. Explain to us, in reasonable detail, the reasons for the changes between years in the status and timing of the progress on these discoveries. Additionally, given the apparent delays, explain to us your basis for concluding that you are making sufficient progress to continue capitalization of these exploratory well costs. See FASB ASC paragraphs 932-360-35-18 through 932-360-35-20.

Under the terms of the West Cape Three Points Petroleum Agreement, a Declaration of Commerciality was submitted over the Mahogany discovery  in September 2010, and a PoD was submitted to Ghana’s Ministry of Energy in May 2011.  The original development plan for Mahogany was a tie-back to the Jubilee FPSO.  Subsequent to the Mahogany PoD submission, we performed additional exploration and appraisal of the Teak and Akasa discoveries.  The close proximity of the discoveries led us to believe that the optimal development of the three discoveries may be a FPSO-based development, apart from the Jubilee FPSO.  However, later appraisal activities did not support a stand-alone development apart from the Jubilee FPSO.  We currently believe that the optimal development plan for each of the discoveries is a tie-back to the Jubilee FPSO.

The Ministry of Energy did not approve the Mahogany PoD that was submitted in May 2011.  In June 2013, we submitted a Notice of Dispute to the Ministry of Energy, as provided under the WCTP petroleum contract.  We entered into negotiations to resolve the Mahogany Notice of Dispute and to better align the appraisal programs of the existing discoveries.  In January 2014, we entered into a Memorandum of Understanding with the Ministry of Energy and GNPC, wherein all parties have settled all matters pertaining to the Notice of Dispute for the Mahogany PoD and the Ministry of Energy has approved the appraisal programs for the Mahogany, Teak and Akasa discoveries.  As part of the Memorandum of Understanding, the appraisal phases of the discoveries were extended through December 31, 2014 and we agreed to perform certain appraisal activities over each of the discoveries.

We are currently performing the following appraisal activities over the discoveries to make a determination on the commerciality of each of the discoveries:

·                  Teak-1 and Teak-2 — we are currently interpreting seismic data that was received in December 2013 and have begun the process of mapping the new dataset.  This mapping will assist in our decision regarding commerciality of the discovery.

·                  Akasa — we recently drilled the Akasa-2A appraisal well.  During 2014, we will perform a gauge interrogation on Akasa-1 to determine if the Akasa-1 and Akasa-2A are in pressure communication.  This determination will assist in our decision regarding commerciality of the discovery.

·                  Mahogany — During 2014, we deepened a Jubilee Field development well to further appraise the Mahogany discovery, which successfully encountered oil and further de-risked the estimated reserves associated with the discovery.  This appraisal well, in combination with a gauge installation in the Mahogany-3 well will provide additional information to assist in our decision regarding commerciality.

The appraisal phase for the discoveries extends through December 31, 2014.  After the appraisal phase expires, we will have 90 days to submit a declaration of commerciality or relinquish such acreage.  Based on the aforementioned activities being performed and other relevant facts and circumstances, we believe we are making sufficient progress in assessing the reserves and the economic viability of the projects to support continued capitalization of the associated costs under FASB ASC paragraphs 932-360-35-19 through 932-360-35-20.

Supplemental Oil and Gas Data (Unaudited), page 132

Net Proved Developed and Undeveloped Reserves, page 132

6.                                      The explanation provided in footnote 4 on page 133 appears to be an aggregation of the changes attributable to two or more separate causes. Please tell us and disclose the net change in reserve quantities, on a disaggregated basis, attributable to drilling and to reservoir performance. Also tell us why you consider the changes resulting from drilling to be revisions rather than due to extensions. For additional guidance on the classification of such changes, please refer to FASB ASC paragraph 932-235-50-5.

The changes resulting from drilling are considered to be revisions rather than extensions because drilling occurred within the proved area and did not extend the limits of the Jubilee Field.  The drilling results substantiated improved reservoir properties, which resulted in an increase of estimated oil in place and proved reserves.

The revision in estimate for proved reserves is due to a 2.5 MMBbl increase associated with drilling results and an 8.5 MMBbl increase associated with improved reservoir performance.  In future filings, we will make a revision similar to the following (updated for applicable facts at the time of filing) to disaggregate the changes attributable to separate causes:

(4) The increase in proved reserves is a result of a 2.5 MMBbl increase associated with improved reservoir properties substantiated by drilling results and an 8.5 MMBbl increase associated with improved reservoir performance.

Exhibit 99.1

7.                                      Please reconcile for us each the differences between the dollar amounts as of December 31, 2013 for each of the following:

·                  Total undiscounted future net revenue of $2,811 million dollars disclosed in Exhibit 99.1 compared to $2,836 million dollars disclosed on page 21 and elsewhere on page 135 of Form 10-K.

·                  Total net present worth discounted at 10% (PV-10) of $2,217 million dollars disclosed in Exhibit 99.1 compared to $2,237 million dollars disclosed as the PV-10 and as the standardized measure of future net cash flows on page 21 and elsewhere on page 135 of Form 10-K.

We record revenue under the sales method of accounting.  Our production is from a FPSO based development in the Jubilee Field offshore Ghana.  Each lifting from the FPSO, which is approximately 1.0 million barrels of oil, is assigned to a Jubilee Unit partner.  Each partner markets and sells each lifting of oil independently from the Jubilee Unit.  At any given time, the amount of oil sold will either be more or less than our current entitlement, which results in an underlift or overlift position.  As of December 31, 2013, our oil entitlement exceeded our oil sales, resulting in an underlift position.

Our December 31, 2013 reserve report did not allow for the underlift position.  The differences between the undiscounted future net revenues and PV-10 in comparison to Exhibit 99.1 are related to our underlift position at December 31, 2013.  The following reconciles the differences between Exhibit 99.1 and the Form 10-K amounts.

Undiscounted
   Future Net
   Revenues

PV-10

(in millions)

Amounts included in Exhibit 99.1

$

2,811

$

2,217

Adjustments for underlifted barrels

25

20

Amounts included in Form 10-K

$

2,836

$

2,237

Form 10-Q for the quarter ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

Results of Operations, page 24

8.                                      We noted a significant reduction in workover costs for the quarter ended March 31, 2014 without corresponding description of the factors that lead to it. Please expand your disclosure to better describe and quantify underlying material activities that contributed to the decrease in the workover costs. Refer to Item 303(b)(2) of Regulation S-K.

We respectfully submit that the current disclosures in the Form 10-Q adequately address the material changes in our results of operations.  In future Form 10-K and 10-Q filings, in order to provide additional disclosure to better describe and quantify underlying material activities that contributed to the decrease in the workover costs, we will make a revision similar to the following (updated for applicable facts at the time of filing) to the section “Results of Operations” as noted with underline:

Oil and gas production.  Oil and gas production costs decreased by $8.1 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The decrease is primarily due to a reduction in well workover costs and non-routine operating costs in the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.  Our workover costs are related to performing workovers on our wells, which are performed on an as needed basis.  We expect the amount of costs associated with workovers to fluctuate based on the activity level during each quarter.

Closing Comments

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and

·                  the Company may

June 12, 2014

Via E-mail
W. Greg Dunlevy
Chief Financial Officer and Executive Vice President
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, 2013
Filed February 24, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed on May 5, 2014
File No. 001 -35167

Dear Mr. Dunlevy :

We have reviewed your filing  and 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2013

Business, page 8

Operations by Geographic Area, page 10

Our Ghanaian Dis coveries, page 12

1. The disclosure in footnote 8 on page 11 states “We submitted the Jubilee Full Field
Development Plan ("JFFDP") to Ghana's Minister of Energy in December 2012 and
subsequently withdrew based on discussions with the government of Ghana.  A  PoD

W. Greg Dunlevy
Kosmos Energy LTD
June 12, 2014
Page 2

 providing for development of the next phase within the Jubilee Field is expected to be
submitted during 2014, although we can give no assurance that such approvals will be
forthcoming in a timely manner or at all.”  Please tell us the extent to which any of the
proved undeveloped reserves disclosed as of December 31, 2013 are subject to approval
under the Jubilee Full Field Development Plan.

Summary of Oil and Gas Reserves, page 20

2. We note your disclosure makes reference to “oil, condensate, NGLS” in  the tabular
presentation of the net proved reserves for each of the years ending 2011, 2012 and 2013.
The staff considers natural gas liquids (NGLs) to be a separate product type under Item
1202(a)(4) of Regulation S -K; therefore, NGL reserves, if materi al, should be presented
as separate quantities for disclosure under Items 1202(a)(2) and 1204 of Regulation S -K.
Please tell us the extent to which your proved reserves and production for each of the
periods disclosed include natural gas liquids (NGLs).

3. Please tell us the extent to which any of the proved undeveloped reserves disclosed as of
December 31, 2013 will not be developed within five years since your initial disclosure
of these reserves.   Also, please clarify your disclosure in this regard and i f applicable
provide an explanation for the specific circumstances for any material amounts of proved
undeveloped reserves that will remain undeveloped for five years or more after their
initial disclosure.  Please refer to Item 1203(d) of Regulation S -K and question 131.03 in
the Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and
updated May 16, 2013, for additional guidance.   You may find the C&DIs on our website
at the following address:

http://www.sec.gov/divisions/corpfin/guidance/oilandgasinterp.htm

Drilling Activity, page 26

4. We note the disclosure of your drilling activity for each of the last three fiscal years in
accordance with the requ irements in Item 1205 of Regulation S -K; however, it does not
appear that your disclosure also fulfills the requirements pursuant to Item 1208(a) of
Regulation S -K.  Please revise or otherwise expand your disclosure to present the total
gross and net produ ctive wells expressed separately for oil and gas as of a reasonable
current date or as of the end of the current fiscal year pursuant to the disclosure
requirements under Item 1208(a) of Regulation S -K.  Please refer to the definition of
productive wells c ontained in Item 1208(c)(3) of Regulation S -K for additional guidance .

W. Greg Dunlevy
Kosmos Energy LTD
June 12, 2014
Page 3

 Financial Statements and Supplementary Data, page 95

Notes to Consolidated Financial Statements, page 103

Note 6. Suspended Well Costs, page 112

5. Disclosure regarding your Mahogany, Teak -1, Teak -2 and Akasa discoveries indicates
that decisions regarding commerciality for each discovery are expected to be made in
2015.  However, corresponding disclosure in your 2012 10 -K indicates that Mahogany
was declared commercial in September 2010 , and that decision regarding commerciality
of the Teak -1, Teak -2 and Akasa discoveries were expected to be made in 2013.  Explain
to us, in reasonable detail, the reasons for the changes between years in the status and
timing of the progress on these disc overies.  Additionally, given the apparent delays,
explain to us your basis for concluding that you are making sufficient progress to
continue capitalization of these exploratory well costs.  See FASB ASC paragraphs 932 -
360-35-18 through 932 -360-35-20.

Supplemental Oil and Gas Data (Unaudited), page 132

Net Proved Developed and Undeveloped Reserves, page 132

6. The explanation provided in footnote 4 on page 133 appears to be an aggregation of the
changes attributable to two or more separate causes.  Please tell us and disclose the net
change in reserve quantities, on a disaggregated basis, attributable to drilling and to
reservoir performance.  Also tell us why you consider the changes resulting from drilling
to be revisions rather than due to extensions.  F or additional guidance on the
classification of such changes, please refer to FASB ASC paragraph 932 -235-50-5.

Exhibit 99.1

7. Please reconcile for us each the differences between the dollar amounts as of December
31, 2013 for each of the following:

 Total undiscounted future net revenue of $2,811 million dollars disclosed in
Exhibit 99.1 compared to $2,836 million dollars disclosed on page 21 and
elsewhere on page 135 of Form 10 -K.

 Total net present worth discounted at 10% (PV -10) of $2,217 million dollars
disclosed in Exhibit 99.1 compared to $2,237 million dollars disclosed as the PV -
10 and as the standardized measure of future net cash flows on page 21 and
elsewhere on page 135 of Form 10 -K.

W. Greg Dunlevy
Kosmos Energy LTD
June 12, 2014
Page 4

 Form 10 -Q for the quarter ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations,  page
23

Results of Operations, page 24

8. We noted a significant reduction in workover costs for the quarter ended March 31, 2014
without corresponding description of the factors that lead to it. Please expand your
disclosure to better describe and quantify underlying material activities that contributed
to the decrease in the workov er costs. Refer to Item 303(b)(2 ) of Regulation S -K.

 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 compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made

 In responding to our comments, please provide  a written statement from the compa ny
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to th e 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 Svitlana Sweat  at (202) 551 -3326  or me at (202) 551-3489 if you have
questions regarding comments on the financial s tatements and related matters.  You may contact
John Hodgin , Petroleum Engineer, at (202)  551-3704, with questions about engineering comments.

Sincerely,

 /s/ Brad Skinner

        Brad  Skinner
Senior Assistant Chief Accountant

July 31, 2013

Via E -mail
W. Greg Dunlevy
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, 2012
Filed February 25, 2013
File No. 001 -35167

Dear Mr. Dunlevy :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwa ll
        Assistant Director

CORRESP
1
filename1.htm

June 28, 2013

Re:

Kosmos Energy Ltd. (the “Company”)
 Form 10-K for Fiscal Year Ended   December 31, 2012 (the “Form 10-K”)
 Filed February 25, 2013 Form 10-Q for Fiscal Quarter Ended   March 31, 2013 (the “Form 10-Q”)
 Filed May 9, 2013
 File No. 001-35167

H. Roger Schwall

Assistant Director

Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Mr. Ethan Horowitz
 Accounting Branch Chief

Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Schwall and Mr. Horowitz:

This letter is in response to your letter dated June 14, 2013.  We have set forth your comments followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2012

Summary of Oil and Gas Reserves, page 20

1.                                      Please provide additional disclosure describing investments and progress made during the year to convert proved undeveloped reserves to proved developed reserves.  For example, disclose the capital expenditures made to convert proved undeveloped reserves to proved developed reserves.  Refer to Item 1203(c) of Regulation S-K.

We respectfully submit that the current disclosures in the Form 10-K adequately address the change in proved undeveloped reserves, as we disclose that all of our proved reserves are located in Ghana.  In future Form 10-K filings, in order to provide additional disclosure describing the investments and progress made during the year to convert our proved undeveloped reserves to proved developed reserves, we will make a revision similar to the following to the section “Summary of Oil and Gas Reserves” as noted with underline:

Changes for the year ending December 31, 2012, include a reclassification of 15 MMBbl of proved undeveloped reserves to proved developed reserves related to the successful remediation efforts in treating the near wellbore productivity issues on certain of the producing wells in the Jubilee Field and continued field developmental drilling through the Phase 1A development of the Jubilee Field.  These successful remediation efforts reduced the number of future drilling locations for the Jubilee

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

Field (which included drilling locations related to our proved undeveloped reserves) and, as a result, approximately 5 MMBbl of proved undeveloped reserves from December 31, 2011 converted to proved developed reserves as of December 31, 2012.  As a result of progress on the Phase 1A development, approximately 10 MMBbl of proved undeveloped reserves from December 31, 2011 converted to proved developed reserves as of December 31, 2012.  During the year ended December 31, 2012, we incurred $163.7 million of capital expenditures related to Phase 1A. Additional changes include a decrease of 14 Bcf in proved gas reserves due to a decrease in our estimate of fuel gas which will be utilized for operating the FPSO.

2.                                      We note your disclosure makes reference to “continued field developmental drilling in the Jubilee Field.” Please tell us whether this activity resulted in the conversion of proved undeveloped reserves to proved status during the fiscal year ended December 31, 2012.

During the year ended December 31, 2012, approximately 10 MMBbl of proved undeveloped reserves converted to proved developed reserves related to the continued field developmental drilling in the Jubilee Field.

Notes to Consolidated Financial Statements

Note 2. Accounting Policies, page 98

Restricted Cash, page 99

3.                                      We note you are required to maintain a restricted cash balance to “cash collateralize performance guarantees.” Please expand your disclosure to describe the terms of the restrictions.  Refer to Rule 5-02(1) of Regulation S-X.

We respectfully submit that the existing disclosure in the Form 10-K concerning restricted cash sufficiently discloses the amount of restricted cash and the nature of the restriction.  However, in future Form 10-K filings, in order to provide additional disclosure over the nature and terms of the restriction, we will make the following revision to Footnote 2, “Accounting Policies — Restricted Cash” to the consolidated financial statements as noted with underline:

In accordance with our commercial debt facility, we are required to maintain a restricted cash balance that is sufficient to meet the payment of interest and fees for the next six-month period. As of December 31, 2012 and 2011, we had $21.3 million and $23.7 million, respectively, in current restricted cash to meet this requirement. In addition, in accordance with certain of our petroleum contracts, we have posted letters of credit related to performance guarantees for our minimum work obligations. These letters of credit are cash collateralized in accounts held by us and as such are classified as restricted cash.  Upon completion of the minimum work obligations and/or entering into the next phase of the petroleum contract, the requirement to post letters of credit will be satisfied and the cash collateral will be released. Accordingly, as of December 31, 2012 and 2011, we had $29.9 million and $3.8 million, respectively, of long-term restricted cash used to cash collateralize these performance guarantees.

Depletion, Depreciation and Amortization, page 100

4.                                      We note your accounting policy statement that “Capitalized exploratory drilling costs that result in a discovery of proved reserves and development costs are amortized using

the unit-of-production method based on estimated proved oil and natural gas reservesfor the related field.” However, it appears that the types of costs you describe are required to be amortized on the basis of the total estimated units of proved developed reserves.  Please confirm, if true, that your policy complies with FASB ASC 932-360-35-7 and modify your disclosure accordingly, or otherwise advise.

We confirm that our accounting policy for depletion of exploratory drilling and development costs complies with FASB ASC 932-360-35-7.  In future Form 10-K filings, we will make the following revision to Footnote 2, “Accounting Policies — Depletion, Depreciation and Amortization” to the consolidated financial statements as noted with underline:

Capitalized exploratory drilling costs that result in a discovery of proved reserves and development costs are amortized using the unit-of-production method based on estimated proved developed oil and natural gas reserves for the related field.

Note 15. Income Taxes, page 122

5.                                      We note you disclose the effective tax rate for the various jurisdictions in which you operate in your Form 10-Q for the fiscal quarter ended March 31, 2013.  Please tell us how you considered providing this type of disclosure as part of your annual report.

We note that our consolidated effective tax rate for the year ended December 31, 2012 and the three months ended March 31, 2013 was 296% and 69%, respectively.  Losses incurred in non-taxable jurisdictions and jurisdictions in which we maintain a full valuation allowance against our deferred tax assets cause our consolidated effective tax rate to fluctuate from period to period.  We considered the need to provide the effective tax rate for the various jurisdictions in which we operate in our annual report, however, we respectfully submit that the existing disclosures, including the effective tax rate reconciliation, provides the reader sufficient information to understand the drivers of our consolidated effective tax rate.  We will consider such disclosure in future Form 10-K filings if such disclosure is needed to understand the consolidated effective tax rate.

6.                                      We note you have provided disclosure regarding the expiration of foreign net operating loss carryforwards.  Please expand your disclosure to more clearly indicate the specific periods in which these loss carryforwards expire.  Refer to FASB ASC 740-10-50-3a.

At December 31, 2012, we had a recognized deferred tax asset for our net operating loss carryforward in Ghana.  This asset was fully utilized during the first half of 2013.  All of our other net operating loss carryforwards are in jurisdictions in which we are conducting exploration activities but have not discovered a commercially viable hyrdrocarbon reservoir.  In these jurisdictions, we maintain a full valuation allowance against our net operating loss carryforwards.  Because of the lack of discoveries and recorded valuation allowance, we do not believe that the specific expiration dates of the net operating loss carryforwards in these other jurisdictions provides material information to users of our financial statements.  We will disclose such expiration dates in future filings if an oil and gas discovery is made in these jurisdictions and the related deferred tax assets are recognized.

Note 17. Commitments and Contingencies, page 128

7.                                      We note from your disclosure, with regard to litigation, regulatory examinations and administrative proceedings that “Although the outcome of these matters cannot be predicted with certainty, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s financial statements.” Please provide disclosure here that is similar to the disclosure on page 66 of

your Form 10-K regarding the possible effect on your results of operations should an unfavorable outcome occur.  This comment also applies to your filings on Form 10-Q.

We respectfully submit that our existing disclosure sufficiently informs the users of our financial statements of existing litigation, regulatory examinations and administrative proceedings.  However, in future Form 10-K and Form 10-Q filings, we will make the following revision to Footnote 17, “Commitments and Contingencies” to the consolidated financial statements as noted with underline:

We are involved in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of our business in jurisdictions in which we do business. Although the outcome of these matters cannot be predicted with certainty, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s financial statements; however, an unfavorable outcome could have a material adverse effect on our results of operations for a specific interim period or year.

Form 10-Q for Fiscal Quarter Ended March 31, 2013

Notes to Consolidated Financial Statements

Note 14. Subsequent Event, page 20

8.                                      It does not appear that you have disclosed an estimate of the financial effect of each subsequent event disclosed.  For example, we note that your statement that you will reimburse Antrim Energy Inc. “a portion of previously incurred exploration costs, as well as carry the partner on future 3D seismic costs;” does not include the related amounts. Refer to FASB ASC 855-10-50-2 and expand your disclosure as necessary or otherwise advise.

We note that the reimbursement of previously incurred exploration costs are immaterial to the Company.  Additionally, the costs of the acquisition and processing of 3D seismic data to be performed under these farm-in agreements was not known at the time of the filing of the Form 10-K and is not expected to be material to the Company in the future.  Should the amounts of the 3D seismic costs carry become material in the future, we will disclose such amounts in our footnotes to the consolidated financial statements.

Closing Comments

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and Form 10-Q;

·                  Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and Form 10-Q; and

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

********

To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

Sincerely,

/s/   W. Greg Dunlevy

W.   Greg Dunlevy

Executive   Vice President and

Chief   Financial Officer

cc:

Brian   F. Maxted

Richard   D. Truesdell, Jr., Esq.

June 1 4, 2013

Via E -mail
W. Greg Dunlevy
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, 2012
Filed February 25, 2013
Form 10 -Q for Fiscal Quarter Ended March 31, 2013
Filed May 9, 2013
File No. 001 -35167

Dear Mr. Dunlevy :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pr ovide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for  Fiscal Year Ended December 31, 2012

Summary of Oil and Gas Reserves, page 20

1. Please provide additional disclosure describing investments and progress made during the
year to convert proved undeveloped reserves to proved developed reserves.  For example,
disclose the capital expenditures made to convert proved undeveloped reserves to proved
developed reserves.  Refer to Item 1203(c) of Regulation S -K.

2. We note your disclosure makes reference to “continued field developmental drilling in
the Jubilee Field .”  Please tell us whether this activity resulted in the conversion of

W. Greg Dunlevy
Kosmos Ener gy Ltd.
June 1 4, 2013
Page 2

 proved undeveloped reserves to proved status during the fiscal year ended December 31,
2012.

Notes to Consolidated Financial Statements

Note 2. Accounting Policies, page 98

Restricted Cash, page 99

3. We note you are required to maintain a restricted cash balance to “cash collateralize
performance guarantees.”  Please expand yo ur disclosure to describe the terms of the
restrict ions.  Refer to Rule 5 -02(1) of Regulation S -X.

Depletion, Depreciation and Amortization, page 100

4. We note your accounting policy statement that “ Capitalized exploratory drilling costs that
result in a discovery of proved  reserves and development costs are amortized using the
unit-of-production method based on estimated proved oil and natural  gas reserves for the
related field. ”  However, it appears that the types of costs you describe are required to be
amortized on the basis of the total estimated units of proved developed reserves.  Please
confirm, if true, that your policy complies with FASB ASC 932 -360-35-7 and modify
your disclosure accordingly, or otherwise advise.

Note 15. Income Taxes, page 122

5. We note you disclose the effective tax rate for the various jurisdictions in which you
operate in your Form 10 -Q for the fiscal quarter ended March 31, 2013.  Please tell us
how you considered providing this type of disclosure as part of your annual repor t.

6. We note you have provided disclosure regarding the expiration of foreign net operating
loss carryforwards.  Please  expand your disclosure to more clearly indicate the specific
periods in which these loss carryforwards expire.  Refer to FASB ASC 740-10-50-3a.

Note 17. Commitmen ts and Contingencies, page 128

7. We note from your disclosure, with regard to litigation, regulatory examinations and
administrative proceedings that “ Although the outcome of these matters cannot be
predicted  with certainty,  management believes none of these matters, either individually
or in the aggregate, would have a material effect  upon the Company's financial
statements .”  Please provide disclosure here that is similar to the disclosure on page 66 of
your Form 10 -K regar ding the possible effect on your results of operations should an
unfavorable outcome occur.  This comment  also applies to your filings on Form 10 -Q.

W. Greg Dunlevy
Kosmos Ener gy Ltd.
June 1 4, 2013
Page 3

 Form 10 -Q for Fiscal Quarter Ended March 31, 2013

Notes to Consolidated Financial Statements

Note 14. Subsequent Event, page 20

8. It does not appear that you have disclosed an estimate of the financial effect of each
subsequent event disclosed .  For example, we note that your statement that you will
reimburse Antrim Energy Inc. “a portion of previously incurred exploration costs, as well
as carry the partner on future 3D seismic costs;” does not include the related amounts.
Refer to FASB ASC 855 -10-50-2 and expand your disclosure as necessary or otherwise
advise.

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 responsible 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;

 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 Jennifer O’Brien  at (202) 551 -3721  or Ethan Horowitz, Branch Chief,
at (202) 551 -3311  if you have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551 -3740 with any other questions.

        Sincerely,

        /s/ Ethan Horowitz  for

        H. Roger Schwall
        Assistant Director

February 11, 2013

Via E -mail
W. Greg Dunlevy
Executive Vice President and
 Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane
Suite 500
Dallas, Texas 75231

Re: Kosmos  Energy Ltd.
 Form 10-K for Fiscal Year Ended December, 2011
Filed March 1, 2012
File No. 001 -35167

Dear Mr. Dunlevy:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief

CORRESP
1
filename1.htm

January 25, 2013

Re:                             Kosmos Energy Ltd. (the “Company”)
 Form 10-K for the Fiscal Year ended December 31, 2011
 Filed March 1, 2012
 File No. 001-35167

Mr. Ethan Horowitz
 Accounting Branch Chief
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Horowitz:

This letter is in response to the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission to Kosmos Energy Ltd. (the “Company”) dated January 24, 2013 and the related teleconference call between the Company and the Staff on January 24, 2013.  Please find attached for your review select pages of both the Company’s Form 10-K for the fiscal year ended December 31, 2011 (“Form 10-K”) and the Form 10-Q for the quarter ended September 30, 2012 (“Form 10-Q”).  The pages relating to the Form 10-K have been marked to reflect the proposed changes to be included in a restatement of the Company’s audited financial statements for the fiscal year ended December 31, 2011, and will be included in a pending Form 10-K/A. The pages relating to the Form 10-Q have been marked to reflect the proposed changes to be included in a restatement of the Company’s unaudited financial statements for the fiscal quarter ended September 30, 2012, and will be included in a pending Form 10-Q/A.

To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (214) 445-9600.

Sincerely,

/s/   W. Greg Dunlevy

W.   Greg Dunlevy

Executive   Vice President and Chief Financial Officer

cc:                                Brian F. Maxted

Richard D. Truesdell, Jr., Esq.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

January 24, 2013

Via E -mail
W. Greg Dunlevy
Executive Vice President and
 Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane
Suite 500
Dallas, Texas 75231

Re: Kosmos  Energy Ltd.
 Form 10-K for Fiscal Year Ended
December  31, 2011
Filed March 1, 2012
File No.  001-35167

Dear Mr. Dunlevy :

We have reviewed your letter dated December  28, 2012  and 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  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 filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for Fiscal  Year Ended December 31, 2011

Financial Statements

Consolidated Statements of Operations, page 103

1. We note your response to comment 1 in our letter dated December 5, 2012.   We continue
to believe that the presentation of pro forma earnings per share (“EPS”) information on
the face of the Consolidated Statements of Operations in your Form 10 -K is not
appropriate.   Please amend to disclose basic and diluted EPS amounts for the period
following your corporate reorganization on the face of the Consolidated Statements of

W. Greg Dunlevy
Kosmos Energy Ltd.
January 24, 2013
Page 2

 Operations.   Further in this regard, this comment also applies to your reports on Form 10 -
Q filed subsequent to the aforementioned Form 10 -K.

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 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 responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Andri Boerman at 202 -551-3645 or Kimberly Calder  at 202 -551-3701
if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief

CORRESP
1
filename1.htm

December 28, 2012

Re:

Kosmos Energy Ltd. (the “Company”)

Form 10-K for the Fiscal Year ended December 31,   2011 (the “Form 10-K”)

Filed March 1, 2012

File No. 001-35167

Mr. Ethan Horowitz
 Accounting Branch Chief
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Horowitz:

This letter is in response to your letter dated December 5, 2012.  We have set forth your comments followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2011

Financial Statements

Consolidated Statements of Operations, page 103

1.              We note your response to comments 2 and 3 in our letter dated September 21, 2012. We believe presentation of pro forma earnings per share (“EPS”) information on the face of the Consolidated Statements of Operations in your Form 10-K is not appropriate. Please amend to remove this presentation. Additionally, note the guidance per FASB ASC 260-10-15-2 requires the presentation of historical EPS information for all entities that have issued common stock which is traded in a public market. Please amend to disclose basic and diluted EPS amounts for each of the years for which financial statements are presented on the face of the Consolidated Statements of Operations. Refer to FASB ASC 260-10-55-17 and SAB Topic 4C for additional guidance. Finally, please note that this comment also applies to your reports on Form 10-Q filed for periods subsequent to your year ended December 31, 2011.

Prior to our Corporate Reorganization as described on page 45 of our Annual Report on Form 10-K for the year ended December 31, 2011 (the “Corporate Reorganization”), which occurred in connection with our initial public offering (“IPO”), Kosmos Energy Holdings (“KEH”) was the corporate parent for our business and was governed by the terms of the Fourth Amended and Restated Operating Agreement(1) (the “Operating Agreement”).  KEH elected to be classified as a partnership for U.S. Federal Income Tax purposes(2).  As such, separate capital accounts were established and maintained for investments made by each holder of a common or Convertible Preferred unit (collectively, the “Unitholders”) in KEH.  The capital accounts were maintained by type of unit, with increases recorded to each capital

(1) Filed as Exhibit 3.4 to the Company’s Form S-1/A filed on March 30, 2011.

(2) Section 12.2 of the Operating Agreement.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

account for the amount of cash or property contributed to KEH by the Unitholder and for any allocations of gain or profits, and decreases to the capital account for any distributions or allocation of incurred losses to the Unitholder(3).  Any such allocations or distributions were made in accordance with the contractual terms of the Operating Agreement.

KEH’s equity structure prior to the Corporate Reorganization consisted of the following interests, which had associated rights and obligations as set forth in the Operating Agreement:

·                  Convertible Preferred Units — Three series of these units (Series A, B and C, collectively the “Convertible Preferred Units”) were issued to investors in KEH in exchange for cash investments at various points in time.  Features of the Convertible Preferred Units included the following:

·                  All of the Convertible Preferred Units were participating units with full voting rights and had preferential treatment in bankruptcy over the common units and any other common equity interests that might be issued by KEH.

·                  All of KEH’s distributions, funds received in a liquidation event, or issuance of common units on conversion were required to be first put toward satisfying the face value of the Convertible Preferred Units plus any associated accretion.  Once the face value and the associated accretion was returned to the Convertible Preferred Unit holders, the Convertible Preferred Units then participated in further distributions in a similar manner to a common unit with a $0.00 threshold value (as discussed further below).  Remaining distributions, or liquidation funds, if any, were then available to both Convertible Preferred Unit and common unit holders.

·                  Upon the completion of a Qualified Public Offering, as defined in the Operating Agreement, of the Company, each outstanding Convertible Preferred Unit was exchangeable into cash or common shares of the IPO Corporation, at the election of the unitholder, based on the accreted value of the Convertible Preferred Units plus any participation in further distributions beyond the accreted value.  Other than on the completion of a Qualified Public Offering, the Convertible Preferred Units could be converted only on the occurrence of a capital reorganization of KEH, or the merger or consolidation of KEH into another entity(4).

·                  The holders of the Convertible Preferred Units were entitled to vote on all matters submitted to a vote of Members or unitholders of the Company(5).

·                  Because the Company could not solely control the type of consideration issuable on the exchange of the Convertible Preferred Units and Convertible Preferred Unit holders controlled the Company’s Board of Directors, these units were classified in the mezzanine section of the balance sheet in the historical financial statements for periods prior to the Corporate Reorganization.

·                  Common Units — Common units were composed of the management units issued to founding members of KEH, profits units issued as equity-based compensation to members of management and other employees of the Company, and C1 units issued

(3) Section 6.5 of the Operating Agreement.

(4) Section 4 of Exhibits B-1, B-2 and B-3 to the Operating Agreement.

(5) Section 5 of Exhibits B-1, B-2 and B-3 to the Operating Agreement.

to unitholders of the Series C Convertible Preferred Units.  Features of the Common Units included the following:

·                  The common units were profit interests(6) that provided the unitholders the ability to participate in the future profits of KEH.  The management units were issued to the founding members of KEH and the associated capital contributions were recorded in their capital accounts; however, the capital balance for each management unit had been reduced to zero, due to the allocation of prior losses, before the historical financial statement periods presented in the Company’s Form 10-K for the year ended December 31, 2011.  Profit units were granted and C1 units were issued without requiring the contribution of capital.  Common unitholders had the right to participate in distributions or liquidation, or to receive common shares in an event such as the Corporate Reorganization, but only to the extent the Convertible Preferred Units had received the face value of the preferred instrument plus required accretion. If such return was achieved by the Convertible Preferred Unit holders, the common unit holders could participate based on their associated threshold values. These threshold values ranged from $0.00 to $90.00.

The threshold values required that certain per share valuations be achieved before the common units had any claim on any assets of the Company or the right to participate in any distribution.  For example, a common unit with a $0.00 threshold value would participate in a distribution or liquidation or conversion to, or exchange into, common shares of an IPO Corporation only if the Convertible Preferred Unit holders had received the face value of the preferred instrument plus required accretion.  A common unit with a threshold value of $90 per unit would participate or convert or exchange only if the holders of the Convertible Preferred Units had received the accreted value of such unit plus a per unit value of at least $90 per unit.

·                  As defined by the Operating Agreement, the common units were profit interests and only participated in profits above certain thresholds.  During all periods presented in the historical financial statements, no amounts were recorded in the common units’ capital accounts (i.e. the common units had a capital account balance of zero).  Accordingly, the losses experienced by the Company prior to the Corporate Reorganization were not allocable to the common units, as the Operating Agreement provided that no losses could be allocated to a Unitholder to the extent that such allocation would cause the Unitholder to have a deficit balance in its capital account(7).

·                  The profit units did not have voting rights(8). Holders of other common units were entitled to vote in conjunction with the Convertible Preferred unit holders. Additionally, profit units granted to management and other employees were issued subject to vesting based on employee service.  During the periods presented in our consolidated financial statements prior to our Corporate Reorganization, certain of these management and employee profits units were vested and unvested.

(6) The threshold values of the common units were generally determined such that the common units would constitute a “profits interest” within the meaning of IRS Revenue Procedures 93-27 and 2001-43.

(7) Section 7.2 (b) of the Operating Agreement.

(8) Section 8.3 (h)(i) of the Operating Agreement.

·                  As these units were meant to provide a mechanism for holders to participate in capital appreciation of the Company, common units held by management and employees generally could be repurchased for negligible value from any individual that ceased to be employed by the Company.

Under the contractual terms of the Operating Agreement, the common unit holders had no obligation to absorb losses of the Company during periods prior to the completion of the Corporate Reorganization. Rather, the common units provided the holders of such units a claim on the assets or any income of the Company only after the claims of Convertible Preferred Unit holders had been satisfied.  As such, these units were only a mechanism to share in capital appreciation of the Company in certain circumstances.  Because these units were not the most subordinated unit of the Company, we believe they were not common stock, but were potential common stock, as defined by ASC 260.  However, as further discussed below, even if one were to conclude that the common units should be regarded as common stock as defined by ASC 260, we believe that such units should be excluded from any EPS calculation.

In essence, the equity of the Company prior to the IPO was comprised of the Convertible Preferred Units.  The Convertible Preferred Units absorbed all losses, and accordingly were the most subordinate equity interests outstanding, during the periods prior to the Corporate Reorganization.  However, these units were not classified as permanent equity in the historical balance sheets and were not common stock as defined by ASC 260, due to their preference rights.  The Convertible Preferred Units were potential common stock as defined by ASC 260.

SAB Topic 4C provides that a capital structure change due to a stock dividend, stock split or reverse split which occurs after the date of the latest reported balance sheet but before the release of the financial statements or the effective date of the registration statement, whichever is later, must be given retroactive effect in the balance sheet.

We do not believe that the guidance contained in SAB Topic 4C is applicable in our situation as the Corporate Reorganization — in which common shares of Kosmos Energy Ltd. were exchanged for the then outstanding common and preferred units of KEH — does not constitute a stock dividend, stock split or reverse stock split. The number of common shares issued in the Corporate Reorganization was based on the valuation of KEH on such date.  The number of shares that would have been issued, and the allocation of those shares to the various Unitholders, at any other earlier date would have differed, as would have the allocation of earnings to the various unit classes, as the valuation of KEH would have differed.  Accordingly we believe it is not appropriate, and would be misleading, to give retroactive effect to the Corporate Reorganization in a manner similar to a stock split or stock dividend in the historical financial statements of the Company. To do so would not be consistent with the terms of the instruments outstanding during those periods, and would not be consistent with the accounting for the Corporate Reorganization in the Consolidated Statements of Shareholders’ Equity/Unit Holdings Equity in the historical financial statements.

We agree that ASC 260-10-15-2 requires the presentation of EPS for all public entities that have issued common stock or potential common stock.  However, we were and remain unable to calculate historical basic and diluted net loss per common unit prior to the consummation of our initial public offering because no units would be included in the denominator of any calculation for the following reasons:

·                  Basic EPS — Net losses were recorded by the Company in all periods prior to the date of the Corporate Reorganization.  As discussed above, under the terms of the Operating Agreement, none of the Company’s losses during these periods were allocable to the common units (all were allocable to the Convertible Preferred Units),

and the units do not represent common stock as defined by ASC 260.  Additionally, we have considered whether the Convertible Preferred Units participate in earnings and losses in a manner akin to common shares.  The Convertible Preferred Units do participate, but allocating all of the losses to those units means that there is no amount to present for basic EPS since the Convertible Preferred Units are not common stock.

However, even if one were to conclude that the common units should be regarded as common stock as defined by ASC 260, we believe that the units should be excluded from basic EPS based on an analogy to ASC 260-10-45-68, which provides that participating securities should be included in the computation of basic EPS in periods of net loss only if, based on the contractual terms, the security has the contractual obligation to share in the losses.  Because the common units had no such contractual obligation, we believe the units would be excluded from any basic EPS calculation.

·                  Diluted EPS — The Convertible Preferred Units were convertible only upon the occurrence of certain defined events, as discussed above.  As these units were convertible only upon a contingency that was not based on our stock price, we believe these units would be excluded from any diluted EPS computation until the beginning of the interim period in which the conditions for conversion are satisfied (in our case, the second quarter of 2011 when our IPO occurred), consistent with the provisions of ASC 260-10-45-48 and -54.

This is consistent with the view expressed in Section 4.7.1 of the Ernst & Young Financial Reporting Developments publication Earnings Per Share on how the if-converted method should be applied to such instruments, stating “… the if-converted method generally should be applied only if the necessary conditions have been satisfied by the end of the period by using the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. This view is consistent with the guidance on contingently issuable shares as discussed in section 4.8.”  Section 4.8 states “Under ASC 260, contingently issuable shares are treated differently for basic and diluted EPS. … shares issuable for little or no cash consideration upon the satisfaction of certain conditions should be included in the computation of basic EPS as of the date t

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December 18, 2012

Re:                             Kosmos Energy Ltd. (the “Company”)
 Form 10-K for the Fiscal Year ended December 31, 2011 (the “Form 10-K”)
 Filed March 1, 2012
 File No. 001-35167

Mr. Ethan Horowitz
 Accounting Branch Chief
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Horowitz:

This letter is in response to the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission to Kosmos Energy Ltd. (the “Company”) dated December 5, 2012.  The Company is currently preparing a substantive response to the comments raised by the Staff in such letter. With the Staff’s permission, the Company plans to submit its substantive response to such comments on or before December 28, 2012.

To the extent that you have any questions regarding this matter, please do not hesitate to contact me at (214) 445-9600.

Sincerely,

/s/   W. Greg Dunlevy

W.   Greg Dunlevy

Executive   Vice President and

Chief   Financial Officer

cc:                                                        Brian F. Maxted
 Richard D. Truesdell, Jr., Esq.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

December 5 , 2012

Via E -mail
W. Greg Dunlevy
Executive Vice President and Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane , Suite 500
Dallas, Texas 75231

Re: Kosmos  Energy Ltd.
 Form 10-K for Fiscal Year Ended
December  31, 2011
Filed March 1, 2012
File No.  001-35167

Dear Mr. Dunlevy :

We have reviewed your letter dated September 28, 2012  and 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
respon se to these  comments, we may have  additional comments.

Form 10 -K for Fiscal  Year Ended December 31, 2011

Financial Statements

Consolidated Statements of Operations, page 103

1. We note your response to comments 2 and 3 in our letter dated September 21, 2012.   We
believe presentation of pro forma earnings per share (“EPS”) information on the face of
the Consolidated Statements of Operations in your Form 10 -K is not appropriate.   Please
amend to remove this presentation.   Additionally, note the guidance pe r FASB ASC 260 -
10-15-2 requires the presentation of historical EPS information for all entities that have
issued common stock which is traded in a public market.   Please amend to disclose basic
and diluted EPS amounts for each of the years for which financ ial statements are
presented on the face of the Consolidated Statements of Operations.   Refer to FASB ASC

W. Greg Dunlevy
Kosmos Energy Ltd.
December 5, 2012
Page 2

 260-10-55-17 and SAB Topic 4C for additional guidance.   Finally, please note that this
comment also applies to your reports on Form 10 -Q filed for per iods subsequent to your
year ended December 31, 2011.

2. We note your response to comment 4 in our letter dated September 21, 2012.  As we
requested in our previous comment, please provide a statement regarding the computation
of earnings per share as requir ed under Item 601(B)(11) of Regulation S -K.

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 applicabl e Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 You may contact Andri Boerman at 202 -551-3645 or Kimberly Calder  at 202 -551-3701
if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief

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September 28, 2012

Re:                             Kosmos Energy Ltd. (the “Company”)

Form 10-K for the Fiscal Year ended December 31, 2011 (the “Form 10-K”)

Filed March 1, 2012

File No. 001-35167

Mr. Ethan Horowitz
 Accounting Branch Chief
 Securities and Exchange Commission
 100 F Street N.E.
 Washington, DC 20549-4628

Dear Mr. Horowitz:

This letter is in response to your letter dated September 21, 2012.  We have set forth your comments followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2011

Summary of Oil and Gas Reserves as of December 31, 2011, page 27

l.                                         In future filings, disclose the total quantity of proved undeveloped reserves at year end, material changes in proved undeveloped reserves that occurred during the year, discuss investments and progress made during the year to convert proved undeveloped reserves to proved developed reserves, and explain the reasons why proved undeveloped reserves in individual fields or countries remain undeveloped of five years or more. Refer to Item 1203 of Regulation S-K.

We would like to draw to your attention to the section, “Business-Summary of Oil and Gas Reserves as of December 31, 2011” on page 27 of the Form 10-K.  The table included therein discloses the total quantity of our proved undeveloped reserves as of December 31, 2011.  The material changes in our proved undeveloped reserves which occurred during 2011 and 2010 are discussed in the 2nd and 3rd paragraphs of such section.

In future filings, we will discuss investments and progress made during the year to convert our proved undeveloped reserves to proved developed reserves as required by Item 1203 of Regulation S-K.

All of our proved undeveloped reserves are located in the Jubilee Field offshore Ghana and are expected to be developed within five years or less. In future filings, as required by Item 1203 of Regulation S-K, we will specifically disclose as such and to the extent any material amounts of the proved undeveloped reserves remain undeveloped for five years or more we will explain the reasons thereto.

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC 8176 Park Lane, Suite 500 Dallas, Texas 75231 Phone 214-445-9600 Fax 214 363 9024

Financial Statements

Consolidated Statements of Operations, page 103

2.                                      We note you present pro forma basic and diluted earnings per share information. Please explain to us why the pro forma basic and diluted earnings per share presentation is acceptable, citing applicable U.S. GAAP.

We note that the lack of presentation of earnings per share for the periods prior to the completion of our initial public offering is consistent with the presentation in the historical financial statements included in our Registration Statement on Form S-1/A dated April 25, 2011 relating to our initial public offering.  As disclosed in footnote 1 to those financial statements, basic and diluted net loss per common unit holder is not presented for periods prior to the consummation of our initial public offering since the ownership structure of the Company in those periods was not a common unit of ownership.

The common units displayed on the Consolidated Balance Sheets in periods prior to our initial public offering included multiple classes of equity interests, including common units and convertible preferred units.  A portion of the common units were designated as profit units and had various ranges of values which were subject to variation based on certain results.  At any given time, the percentage of ownership of the company held by these classes of equity interest could, and did, change based on the valuation of the company during such periods and, therefore, no single series of common units represented a residual equity interest during those periods. We note that U.S. GAAP does not specifically address the computation and presentation of earnings per share information under such scenarios.  Accordingly, it is not possible to present earnings per unit for those periods.

Contemporaneous with our initial public offering, the Convertible Preferred Units and common units of Kosmos Energy Holdings were exchanged into common shares of Kosmos Energy Ltd. based on the pre-offering equity value of such interests in our corporate reorganization (the “Corporate Reorganization”).  As a result of this Corporate Reorganization completed on May 16, 2011, Kosmos Energy Holdings became wholly owned by Kosmos Energy Ltd.  Please refer to the section, “Business-Corporate Information” on page 45 of the Form 10-K for further information concerning the Corporate Reorganization.

When preparing our financial statements for the year ended December 31, 2011, we considered whether, and if so, how earnings per share should be presented.  We believe that earnings per share is an important metric to our investors, and concluded that the presentation of pro forma basic and diluted earnings per share information, to give effect to the Corporate Reorganization as if the Corporate Reorganization had occurred as of January 1, 2011, was the most appropriate manner to provide meaningful information.

In reaching this conclusion, we considered the following guidance relating to the presentation of pro forma financial information included in the Division of Corporation Finance’s Financial Reporting Manual (“FRM”).  Although these sections are specific to the preparation of pro forma financial statements pursuant to Article 11, we found the referenced sections helpful by analogy to our situation.  FRM paragraph 3160.1 states “Pro forma financial information is required if events or transactions have occurred or are probable for which disclosure of pro forma financial information would be material to investors, such as: … c. Changes in capitalization at the effectiveness or the close of an IPO.”  We also considered FRM paragraph 3230.4, which states that “pro forma adjustments should give effect to events

that are directly attributable to each specific transaction, factually supportable, and expected to have a continuing impact, including EPS.”

We also considered the guidance in FRM paragraphs 3430.1, “Generally, the historical balance sheet and statement of operations (including EPS) should not be revised to reflect modifications of the terms of outstanding securities that become effective after the latest balance sheet date, although pro forma data may be necessary. Depending on the facts and circumstances, the staff may not object if the registrant and its independent accountants elect to present retroactively a conversion of securities as if it had occurred at the date of the latest balance sheet included in the filing (with no adjustment of earlier statements). However, if the original instrument accrues interest or accretes toward redemption value after the balance sheet date until the conversion actually occurs, or if the terms of the conversion do not confirm the carrying value, only pro forma presentation would be deemed appropriate,” and 3430.3, “lf the conversion of outstanding securities will occur subsequent to the latest balance sheet date and the conversion will result in a material reduction of earnings per share (excluding effects of offering), pro forma EPS for the latest year and interim period should be presented giving effect to the conversion (but not the offering).”

Lastly, we also considered whether the Corporate Reorganization should be retrospectively included in the historical financial statements for periods prior to the completion of our initial public offering in a manner similar to a stock split consistent with the guidance in Topic 4.D, Earnings Per Share Computations in an Initial Public Offering, and ASC 260-10-55-12.  However, the exchange of units in the Corporate Reorganization was not consistent with a stock split as a stock split is simply the issuance of additional securities of the same type held by the shareholder, while this reorganization represented an exchange of one type of equity security for another.  Accordingly, we concluded that retrospective inclusion of the number of shares issued in the Corporate Reorganization in periods prior to the completion of our initial public offering would not be appropriate.

In considering this matter, we also looked at other Securities and Exchange Commission registrants with a comparable pre-IPO capital structure who also underwent a corporate reorganization in connection with the completion of their initial public offering, noting that these registrants presented pro forma earnings per share information for the year during which their corporate reorganization occurred in a manner consistent with our presentation.

In preparing our financial statements for inclusion in the Form 10-K, the disclosure relating to the reason for the lack of presentation of EPS for the years ended December 31, 2010 and 2009 was deleted.  We will reincorporate such disclosure in future filings.

3.                                      Also in this regard, please note that FASB ASC 260-10-45-2 requires that basic and diluted per share amounts shall be presented on the face of the income statement. Please provide basic and diluted per share amounts.

Please refer to our response to comment #2 above. Accordingly, we are unable to provide basic and diluted per share amounts for the periods prior to our Corporate Reorganization. In our Form 10-K for the Fiscal Year ended December 31, 2012, we will be able to provide basic and diluted per share amounts for the Fiscal Year ended December 31, 2012 and will do so.

4.                                      Provide the statement regarding computation of per share earnings as required under Item 601(B)(11) of Regulation S-K.

We would like to draw to your attention the table included in Footnote 16, “Net Income (Loss) Per Share” to the consolidated financial statements on page 133 of the Form 10-K.  As our computation of earnings per share is not clearly determined from the material contained on the Consolidated Statement of Operations, we provided a reconciliation of the components used to compute pro forma basic earnings per share and pro forma diluted earnings per share.  We believe this disclosure meets the requirements under Item 601(B)(11) of Regulation S-K.

1. Organization, page 107

5.                                      We note that you have identified one business segment (i.e., the exploration and production of oil and natural gas). Please provide us supplementally with disclosures required under FASB ASC 280-10-50-40 through 50-42 and revise your disclosures in future filings.

We considered the guidance addressed by the staff in ASC 280-10-50-40 through 50-42.  As discussed throughout the financial statements and the Form 10-K, all of our proved reserves and production is located in Ghana, as well as the majority of our long-lived assets.  In the future, we will expand our disclosure if our operations and/or assets in other countries and/or geographic regions become material.  We believe the Form 10-K makes apparent to readers that our product sales solely relate to oil revenues generated from Ghana.  Additionally, Footnote 2, “Accounting Policies-Concentration of Credit Risk” to the consolidated financial statements on page 112 of the Form 10-K addresses information concerning major customers.  Until this concentration of our reserves, assets and production changes, in future filings, we will make the following revision to Footnote 1, “Organization” to the consolidated financial statements addressing our business segment as noted with underline:

We have one business segment, which is the exploration and production of oil and natural gas.  Substantially all of our long-lived assets and product sales are from production located offshore Ghana.

2. Accounting Policies, page 107

Revenue Recognition, page 111

6.                                      We note that you use the sales method of accounting, in which you recognize revenues on the volumes sold. You further disclose that the volumes sold may be more or less than the volumes to which you are entitled based on your ownership interest in the property and such differences result in production imbalance. Please revise your disclosure in future filings to describe your accounting policy for production imbalances and provide us with your proposed disclosure. Further in this regard, tell us the amount of the production imbalance that you recorded in the financial statements.

As of December 31, 2011 and 2010, we had no material production imbalances recorded in our financial statements.  In future filings, we will make the following revision to Footnote 2, “Accounting Policies-Revenue Recognition” to the consolidated financial statements as noted with underline (to be modified as facts and circumstances change):

We use the sales method of accounting for oil and gas revenues. Under this method, we recognize revenues on the volumes sold. The volumes sold may be more or less

than the volumes to which we are entitled based on our ownership interest in the property. These differences result in a condition known in the industry as a production imbalance.  A receivable or liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves on such property.  As of December 31, 2011 and 2010, we had no oil and gas imbalances recorded in our consolidated financial statements.

9. Debt, page 117

7.                                      We note that you recorded a $59.6 million loss on the extinguishment of debt as part of the debt refinancing in March 2011. Please explain to us the facts and the circumstances of the debt refinancing and how you accounted for the extinguishment, citing applicable U.S. GAAP, and expand your disclosure in future filings.

In March 2011, we refinanced our syndicated senior and junior debt facility (the “Existing Debt Agreement”).  The Existing Debt Agreement had both features of term debt and a revolving credit facility, whereas all drawn portions under the Existing Debt Agreement were subject to a pre-determined repayment schedule.  The Company had the option to draw additional committed amounts under the Existing Debt Agreement at any time.  Any additional draws would be subject to the pre-determined repayment schedule and then treated as amortizing term debt.

The Company entered into a new syndicated debt agreement in March 2011 with a total commitment level of $2.0 billion (the “New Debt Agreement”).  The New Debt Agreement was syndicated to certain participants of the Existing Debt Agreement, as well as new participants.  The New Debt Agreement functions as a revolving credit facility up to the total available commitment through May 2014.  At that date, the then-outstanding amount under the New Debt Agreement will be converted to amortizing term debt.

We note that authoritative literature over debt modifications and extinguishments provides separate guidance related to term debt and revolving credit facilities.  Based on the nature of the Existing Debt Agreement and the New Debt Agreement, we note that the literature does not directly address our facts and circumstances due to both instruments having characteristics of term debt and revolving credit facilities.

For lenders who participated in the Existing Debt Agreement but not in the New Debt Agreement, we treated the refinancing as an extinguishment of debt.  Unamortized debt issuance costs associated with the Existing Debt Agreement were allocated among all the committed lenders based on their proportion of the total commitment.  Unamortized debt issue costs of approximately $29.2 million associated with the lenders who did not participate in the New Debt Agreement were written off in accordance with ASC 405-20-40-1 and ASC 470-50-40-2.

For the

September 21 , 2012

Via E -mail
W. Greg Dunlevy
Executive Vice President and  Chief Financial Officer
Kosmos Energy Ltd.
8176 Park Lane
Suite 500
Dallas, Texas 75231

Re: Kosmos  Energy Ltd.
 Form 10-K for Fiscal Year Ended
December  31, 2011
Filed March 1, 2012
File No.  001-35167

Dear Mr. Dunlevy :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal  Year Ended December 31, 2011

Summary of Oil and Gas Reserves as of December 31, 201 1, page 27

1. In future filings, disclose the total quantity of proved undeveloped reserves at year end,
material changes in prove d undeveloped reserves that occurred during the year, discuss
investments and progress made during the year to convert proved undeveloped reserves
to proved developed reserves, and explain the reasons why proved undeveloped reserves
in individual fields or  countries remain undeveloped of five years or more.  Refer to Item
1203 of Regulation S -K.

W. Greg Dunlevy
Kosmos Energy Ltd.
September 21 , 2012
Page 2

 Financial Statements

Consolidated Statements of Operations, page 103

2. We note you present pro forma basic and diluted earnings per share information.  Please
explain to us why the pro forma basic and diluted earnings per share presentation is
acceptable, citing applicable U.S. GAAP.

3. Also in this regard, please note that FASB ASC 260 -10-45-2 requires that basic and
diluted per share amounts shall be presented on t he face of the income statement.  Please
provide basic and diluted per share amounts.

4. Provide the statement regarding computation of per share earnings as required under Item
601(B)(11) of Regulation S -K.

1. Organization, page 107

5. We note that you have identified one business segment (i.e., the exploration and
production of oil and natural gas).   Please provide us supplementally with disclosures
required under FASB ASC 280 -10-50-40 through 50 -42 and revise your disclosures in
future filings.

2. Accounting Policies, page 107

Revenue Recognition, page 111

6. We note that you use the sales method of accounting, in which you recognize revenues on
the volumes sold.  You further disclose that the volumes sold may be more or less than
the volumes to w hich you are entitled based on your ownership interest in the property
and such differences result in production imbalance.  Please revise your disclosure in
future filings to describe your accounting policy for production imbalances and provide
us with yo ur proposed disclosure.  Further in this regard, tell us the amount of the
production imbalance that you recorded in the financial statements.

9. Debt, page 117

7. We note that you recorded a $59.6 million loss on the extinguishment of debt as part of
the debt refinancing in March 2011.  Please explain to us the facts and the circumstances
of the debt refinancing and how you accounted for the extinguishment, citing applicable
U.S. GAAP, and expand your disclosure in future filings.

W. Greg Dunlevy
Kosmos Energy Ltd.
September 21 , 2012
Page 3

 We urge all p ersons 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 ma nagement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

 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 Andri Boerman at 202 -551-3645 or Kimberly Calder  at 202 -551-3701
if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief

CORRESP
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May 6, 2011

Re:                               Kosmos Energy Ltd. (the “Company”)
 Registration Statement on Form S-1
 Registration No. 333-171700

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C.  20549

Dear Sir/Madam:

In accordance with Rule 461 and Rule 430A under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 2:00 p.m. Eastern Standard Time on May 10, 2011 or as soon thereafter as is practicable.  By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

We hereby acknowledge that:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

Kosmos Energy Ltd.

By:

/s/ William S Hayes

Name:

William S Hayes

Title:

Senior Vice President and General Counsel

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May 6, 2011

Re:

Kosmos Energy Ltd.
   Registration Statement on Form S-1
   Registration File No. 333-171700

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C.  20549

Dear Sir/Madam:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, wish to advise you that (i) the Registration Statement, Form S-1 as filed on January 14, 2011, as amended through Amendment No. 6 to the Registration Statement as filed on April 25, 2011, and (ii) the Preliminary Prospectus issued April 25, 2011, were distributed during the period April 25, 2011 through 12:00 noon, Eastern Standard Time, May 6, 2011, as follows:

Registration Statement

Preliminary Prospectus

11 to Underwriters

2,308 to Institutions

1,900 to Dealers, Underwriters and Others

Total: 11

Total: 4,208

We were advised on March 15, 2011 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

In accordance with Rule 461 of the Act, we hereby join in the request of Kosmos Energy Ltd. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:00 p.m. Eastern Standard Time on May 10, 2011, or as soon thereafter as practicable.

May 6, 2011

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

BARCLAYS CAPITAL INC.

CREDIT   SUISSE SECURITIES (USA) LLC

Acting severally on behalf of   themselves and the several Underwriters

By:

Citigroup Global Markets Inc.

By:

/s/ Christopher B. Miller

Name: Christopher B.   Miller

Title:   Managing   Director

By:

Barclays Capital Inc.

By:

/s/ Victoria Hale

Name: Victoria Hale

Title:   Vice   President

By:

Credit Suisse Securities (USA) LLC

By:

/s/ Robert Hendricks

Name: Robert Hendricks

Title:   Director

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

CORRESP
1
filename1.htm

 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 21, 2011

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

Registration Statement on Form S-1 (the "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:

        Attached
please find (i) proposed changed pages to the Company's Form S-1 addressing the comments raised in your letter dated April 21, 2011 and
(ii) a copy of the agreement between Kosmos Energy Ghana HC and E.O. Group Limited dated June 1, 2004 (the "EO Participation Agreement"). The Company intends to file a copy of the
EO Participation Agreement as an exhibit in the next amendment of the Form S-1.

        To
the extent that you have any further questions regarding the response contained in 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.

April 21, 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 19, 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

 Results of Operations, page 60

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

 Doubtful Accounts Expense, page 61

1. We note your response to prior comments one through five.  Please e xpand your critical
accounting policies discussion within management’s discussion and analysis, and

Brian F. Maxted
Kosmos Energy Ltd. April 21, 2011 Page 2
 elsewhere as applicable, to  provide the following:

• explain why provisions for default we re not contemplated in the 2004 EO
Agreement,
• explain how the potential sale  of the EO Group’s interest  in the WCTP Petroleum
Agreement will impact the recovery of the reimbursable portion of the EO
Group’s carried interest,
• explain if you intend to bri ng a breach of contract dis pute in an international
arbitration proceeding against the EO  Group, if you do not, explain why not,
• given the commencement of production at J ubilee, and the sale of the EO Group’s
oil production, explain in more detail w hy you do not expect to fully recover the
reimbursable portion of the EO  Group’s carried interest,
• explain the specific facts and circumstan ces that led you to conclude that an
allowance of $39.8 million is the best es timate of the potential uncollectible
amounts at December 31, 2010, and
• explain what specific factors will allo w you to recover the remaining unreserved
balance.
As part of your response, please file as an e xhibit the EO Agreement that establishes your
obligation to carry EO Group’s 3.5% interest.
Notes to Consolidated Financial Statements, page F-8

 Note 16 Income Taxes, page F-31

 2. We note your response to prior comments 10 and 11.  Please expand your disclosure to
discuss the significant assumptions and estimates  made that led you to conclude that at
December 31, 2010 it was more likely than no t the deferred tax asset for your Ghana
operations would be realized.  Such disclosu re should include, but not be limited to, the
information provided in your response, and th at discussed via tel econference with the
Staff on April 20, 2011.
 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

Brian F. Maxted
Kosmos Energy Ltd. April 21, 2011 Page 3
 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

CORRESP
1
filename1.htm

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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

2

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;

3

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

4

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

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

April 13, 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. 2 to Registrati on Statement on Form S-1
Filed March 23, 2011 Amendment No. 3 to Registrati on Statement on Form S-1
Filed March 30, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your amendments, and your letters dated March 23, 2011 and March
28, 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. 2 to Registration Statement on Form S-1

 Use of Proceeds, page 48

 1. We have considered your response to comme nt 2 in our letter dated February 11, 2011
but do not concur.  Please revise your disclo sure regarding the use of proceeds to clarify
that $15 million will be utilized for this payment, indicate to whom, and for what

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 2
 purpose, the payment is being made and file the underlying agreement or document as an
exhibit to the registration statement.
Results of Operations, page 59

 Year Ended December 31, 2010 vs. 2009, page 59

 General and Administrative, page 59

 2. We note you capitalized $4.4 million in techni cal service fees at December 31, 2010.
Please explain to us in further detail th e nature of the fees and your basis for
capitalization.

Doubtful Accounts Expense, page 60

 3. Your disclosure explains that you record ed an allowance for doubtful accounts of $39.8
million related to receivables which b ecame due upon the commencement of oil
production from the Jubilee Field in November  2010.  Please tell us whether the entire
allowance relates to your disc losure on page 20 regarding the EO Group.  If not, please
tell us the counterparty(ies) to whom the allowan ce relates.  As part of your response,
please address the following:

• Quantify the gross amount of the receivables to which the allowance applies;
• Describe to us in more detail the other de faults you have experi enced as you disclose
on page 59.  Your description of the other defaults should include but not be limited
to such information as the counterparty, the amount of the default, and how such amounts were recorded in your hist orical financial statements; and
• Tell us and revise your critical accounting polic y disclosure on page 67 to describe in
more detail how you have considered th e future net revenues of the debtor’s
ownership interest in oil and natural gas properties you operate when determining the
amount of your allowance as of your ba lance sheet date.  Your response should
address the specific circumstances of the receivables subject to your allowance for
doubtful accounts at December 31, 2010.
 Kosmos Exploration Approach, page 84

 4. We note your revisions in res ponse to comment 5 in our letter dated February 11, 2011.
However, you continue to use terms such as “high impact acquisition program” and “high
quality asset portfolio” without explaini ng how you define “high impact” or “high
quality.”  Please revise your disc losure to explain those terms.

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 3
 Our Reserves, page 102

 5. The reconciliation of PV-10 to your standard ized measure on page 103 now explains that
the measures are the same because you do not have any income taxes related to your proved reserves.  This disclosure differs fr om that provided in Amendment No. 1 to your
Form S-1 filed March 3, 2010, in which you expl ained that Ghanaian income taxes were
included in your standardized measure.  We  also note you continue to present future
income taxes within your presentation of th e standardized measure of future net cash
flows on page F-41.  As such, please clarif y your statement that you do not have any
income taxes related to your proved re serves, and explain why your PV-10 and
standardized measure are now the same.
 6. We note your additional disclosure on page  110 that you are “required to pay a fixed
royalty of 5% and a sliding-sc ale royalty (‘additional oil entitlement’) which escalates as
the nominal project rate of retu rn increases.  These royalties ar e to be paid in-kind or, at
the election of the government of Ghana, in ca sh.”  Please tell us whether your net proved
reserve volumes presented here include the ro yalty interests due to the host government
or others.  If they do, advise us of the amounts and why you believe it is appropriate to
include those amounts in your reserve volumes.  Please refer to the last sentence in ASC
932-235-50-4.  As part of your response, provide  us detailed examples demonstrating the
calculation steps and procedures you use in de termining the royalty payments due to the
government of Ghana.  Clearly indicate how any floors, ceilings or other price-fixing
mechanisms operate.  Also, please furnish to us, in English, examples of each type of contract, agreement, or arrangement unde r which you calculate and pay royalties.
 Notes to Consolidated Financial Statements, page F-8

 Note 12 Asset Retirement Obligations, page F-26

 7. We note your response to comment eight in our  letter dated February  11, 2011 appears to
focus on post-production retirement obligations .  In light of the guidance in ASC 410,
which requires the recognition of a retirement  obligation when the obligation is incurred,
please explain to us in more detail how you ha ve considered when you incur a retirement
obligation during the development phase.  In  this regard, we not e your response dated
March 3, 2011 indicated that you do not believ e you have a future retirement obligation
until production commences because you cap and temporarily abandon wells when drilling operations cease to enable connection of  such wells to the production facilities at
a later date.  However, it a ppears that you may incur an oblig ation to cap and temporarily
abandon wells while drilling operations are in pr ogress.  As your disclosure on page 108
appears to indicate you had a number of devel opment wells in process at December 31,
2010, please tell us how you considered AS C 410 with respect to those wells.

Brian F. Maxted
Kosmos Energy Ltd. April 13, 2011 Page 4
 Note 16 Income Taxes, page F-31

 8. Your response to comment nine in our letter dated February 11, 2011 indicates you
generated revenue of approximately $93 m illion in January 2011.  Please expand the
information you have provided to tell us the amount of taxable income you will recognize
in Ghana through March 31, 2011, or the latest pr acticable date, that will be applied to
your net operating loss carry-forwards.  As part of your response, please  explain to us the
period of time over which you believe your pr ojections should be confirmed by actual
results when assessing the need for a valu ation allowance and revise your critical
accounting policy disclosure on page 67 to disc uss your consideration of projections of
future taxable income.

Exhibits 99.1 and 99.2

 9. Your response to comment 11 in our letter  dated February 11, 2011 explains that you
revised your engineering reports in response to  our comment.  However, it is not clear
how such reports were revised as we note the reports continue to include a statement that
“The estimates in this report have been prep ared in accordance with the definitions and
guidelines of the U.S. Securities and Ex change Commission (SEC) and, with the
exception of the exclusion of future income  taxes, conform to the FASB Accounting
Standards Codification Topic 932, Extractive Ac tivities—Oil and Gas.”  As requested in
prior comment 11, please clarify the statem ent that your estimates conform to the
codification except for the excl usion of income taxes, a nd explain in detail how you
revised the reports.

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 13, 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

CORRESP
1
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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,

March 17, 2011

Via U.S. Mail and Facsimile

 Brian F. Maxted Chief Executive Officer Kosmos Energy Ltd. 8176 Park Lane, Suite 500 Dallas, Texas 75231
Re: Kosmos Energy Ltd.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed March 3, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your amendment, and your  letter dated March 3, 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.
 General

 1. Please file consents from Wood MacKen zie, African Business Review, and the
International Energy Agency.  Re fer to Securities Act Rule 436.

Brian F. Maxted
Kosmos Energy Ltd. March 17, 2011 Page 2  Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 56

 Factors Affecting Comparability of Future Results, page 57

 General and Administrative, page 57

 2. We note your response to comment 16 in our le tter dated February 11, 2011.  With regard
to the $15 million payment, please provide the following:

 Please tell us the name of the individual or entity to whom the payment is due, and
why such payment is subject to confidentiali ty provisions that rest rict your ability to
disclose in your filing the identity of th e payee.  Notwithstanding the confidentiality
provisions in your payment agreement, it rema ins unclear to us why the name of the
individual to whom the payment is due is  not material information to investors;
 Explain to us why your response appears to indicate you accrued this amount in your
December 31, 2010 financial statements, but yo ur disclosure with respect to general
and administrative expenses on page 57 app ears to indicate the amount will impact
future periods;
 Describe to us your basis for either rec ognizing or not recogniz ing the amount in your
financial statements at December 31, 2010; and
 To the extent the $15 million was recorded as of December 31, 2010, tell us what
consideration you gave to discussing this payment as a significant fluctuation in your
results of operations discussion in accordan ce with Item 303(a)(3) of Regulation S-K.

In this regard, you cross-refere nce a “discussion of these expe nses incurred in connection
with this offering” in your  Underwriting section, but we  are unable to locate such a
discussion.
 Results of Operations, page 59

 Year Ended December 31, 2010 vs. 2009, page 59

 3. We note you recorded doubtful accounts expense of $39.8 million during the quarter
ended December 31, 2010.  Please expand your  disclosure to provide additional
information regarding the e xpense recorded, and descri be the specific facts and
circumstances that led you to conclude it was proper to record the amount during the
fourth quarter of 2010 rather than earlier pe riods.  Also tell us what consideration you
have given to including enhanced disclosure of the estimates and assumptions related to
your allowance for doubtful accounts within  your discussion of critical accounting
policies.

Brian F. Maxted
Kosmos Energy Ltd. March 17, 2011 Page 3  Critical Accounting Policies, page 66

 4. For many of the critical accounti ng policies disclosed under this heading, the disclosure is
the same as that provided in the notes to your financial statements.  Such disclosure
should supplement, not duplicate, the descrip tion of accounting policie s that are already
disclosed in the notes to the financial st atements.  The discussion in MD&A should
present your analysis of the un certainties involved in applying a principle at a given time
or the variability that is reas onably likely to result from its  application over time.  For
example, but without limitation, please revi se your discussion of asset retirement
obligations to include the information you pres ent in response to comment 26 in our letter
dated February 11, 2011.  Please see FRR 501.14 for further information, and revise your
disclosures accordingly.
 Business, page 80

 Kosmos Exploration Approach, page 84

 5. We note your response to comment 8 in our  letter dated February 11, 2011.  Your
carryover paragraph at the bottom of page 85 indicates that “Kosmos continuously
evaluates new opportunities,” that the “new venture gr oup reviews the exploration
potential of the West and East coast African  margins,” that you have “evaluated over 120
new venture opportunities,” and that you have “also begun to apply th e same exploration
approach” in other areas.  Expand your disclosu re to clarify whether this program has in
fact resulted in any acquisitions as suggest ed by your use of th e phrase “high-impact
acquisition program.”
 Our Reserves, page 102

 6. Please reconcile your measure of PV-10 to th e most directly comparable GAAP financial
measure as required by Item 10( e) of Regulation S-K.
 Oil Spill Response, page 116

 7. We note your response to comment 22 in our  letter dated February 11, 2011.  In
particular, we note your disclosu re at page 116 that “[t]he amount of insurance coverage
maintained is proportional to our interest in  a given well; with our current coverage being
$300 million multiplied by our working interest in  a well per incident for well control, re-
drilling, pollution and environmental damage  liabilities and $300 million multiplied by
our working interest in a well per incident (aggregated annua lly)[.]”  Please illustrate
your disclosure here with an example, and clarify whether there is any annual limit or
deductible.

Brian F. Maxted
Kosmos Energy Ltd. March 17, 2011 Page 4  Notes to Consolidated Financial Statements, page F-8

 Note 12 Asset Retirement Obligations, page F-26

 8. We note your response to comment 26 in our letter dated February 11, 2011.  We also
note your disclosure that a decommissioning plan will be prepared and submitted to the Ghana Environmental Protection Ag ency related to the Jubilee field.  With regard to your
retirement and abandonment obligations at this field, please provide us with the
following:

 Describe to us in more detail your obligati ons under Ghanaian law.  In this regard,
your response appears to indicate that  Ghanaian law both requires, under the
Petroleum Law, and does not expressly re quire, under current Ghana environmental
regulations, abandonment or re moval of offshore assets;
 Explain to us in more detail the step s you would take under in ternational industry
standards to abandon or remove offshore  assets and when you would incur an
obligation to perform those acti ons, as contemplated by ASC 410;
 Tell us whether you have any obligations regarding well equipment on the ocean
floor, and when those obligations are incurred;
 Describe to us any obligati ons regarding the FPSO, including, but not limited to when
you, or the unit operator, took ownership of  the FPSO and incurred the obligation to
abandon or retire the FPSO; and
 Provide us with a summary of the cont ent of the decommissioning plan that
specifically describes the nature and timing of the activities that give rise to the need
for the planned decommissioning activities.
 Note 16 Income Taxes, page F-31

 9. It appears from your response to comment 29 in our letter dated February 11, 2011 that
the positive evidence you considered focuse s on the expectation of the existence of
sufficient future sources of taxable income to realize your deferred tax assets, excluding
amounts offset for future reversals of exis ting taxable temporary differences.  Please
expand your response to address in detail  how you considered ASC 740-10-30-23, which
states that recent cumulative losses constitute  significant negative evidence, as follows:

 Explain how you considered the provision in  the aforementioned literature that
indicates positive evidence of equal or gr eater significance is needed to overcome
negative evidence before a tax benefit is  recognized for de ductible temporary
differences and loss carry-forwards based on a projection of future taxable income;
 In evaluating the positive evidence available, tell us why you believe your
expectations as to future taxable inco me are sufficient to overcome the negative
evidence of recent cumulative losses, even  if supported by detailed forecasts and
projections. Your response  should address your consid eration of the objectively
verifiable criterion in the aforementioned li terature as it relates to your positive

Brian F. Maxted
Kosmos Energy Ltd. March 17, 2011 Page 5
evidence when compared to the negative ev idence of your company’s historical loss
experience; and
 Describe to us any other available po sitive evidence you have considered as
contemplated in ASC 740-10-30-17 and 22.

Note 22 Pro Forma Information (unaudited), page F-36

 Per Share Information, page F-36

 10. The heading to the tables on page F-37 shows that such information is for the year ended
December 31, 2009.  Please clarify if such in formation will be provided for the year
ended December 31, 2010, rather than the year ended December 31, 2009, or please
advise.
Exhibits 99.1 and 99.2

 11. In the introductory paragraph of the report from your independen t reserve engineering
firm, we note the statement that “The estima tes in this report have been prepared in
accordance with the definitions and guideline s of the U.S. Securities and Exchange
Commission (SEC) and, with the exception of the exclusion of future income taxes,
conform to the FASB Accounting Sta ndards Codification Topic 932, Extractive
Activities—Oil and Gas. Definitions are presen ted immediately followi ng this letter.”
Please clarify your statement that your estima tes conform to the codification except for
the exclusion of income taxes.  In this regard, the net future revenue at December 31,
2010 discounted at 10% appears to include income taxes as it reconciles to your SMOG.

Engineering Comments

12. We note your response to comment 33 in our letter dated February 11, 2011.  However,
we still find the inclusion of technical terms that are not defined.  Examples of these are
listric faults, high energy deposition, tran s-tension, four way dip closures, channel
deposits, strong amplitude support, AVO anomal y and compressional anticline.  These
examples are not necessarily all inclusive.  Please revise your document to provide a
definition of all technical terms or replace them with a more commonly understood term
or description.
13. Also, address the following terms that are not defined in your document: development
costs, production costs, pres ent value of future net revenues (PV-10), standardized
measure, developed acreage, undeveloped acreage, proved undeve loped reserves, and
proved developed reserves.  These are exam ples and should not be considered all
inclusive.
14. In regards to your response to comment 48 in  our letter dated Fe bruary 11, 2011, please
add disclosure that explains since you do not  have a majority ownership in any of your

Brian F. Maxted
Kosmos Energy Ltd. March 17, 2011 Page 6
properties you may not be able to control the timing of exploration or development
activities or the amount of cap ital expenditures and, therefore, may not be able to carry
out your strategy of having signifi cantly shorter timelines from  discovery to first oil.
15. In regards to your response to comment 52 in  our letter dated Fe bruary 11, 2011, replace
the term “guidelines” with “regulations ” when discussing the SEC requirements.

Our Ghanaian, Cameroon and Moroccan Prospects, pages 94, 98 and 100

 16. For most of these undrilled prospects you have  disclosed estimated “net” pay, apparently
from seismic studies.  However, it is not appa rent that seismic alone can determine “net”
pay with the necessary reliability for disclo sure in a SEC filing.  At best, seismic may
determine gross thickness but it is not able to reliably determine oil, gas and water
saturations or porosity and permeability wit hout borehole calibration.  These values are
necessary in order to reliably  estimate “net” pay.  In additi on, according to information in
your supplemental response of March 2, 2011 to  our comment letter dated February 11,
2011, by Netherland & Sewell (Tabs S, T, a nd V), the estimated volumes in these
prospects are classified as contingent a nd prospective resources .  Information about
resources is not allowed in documents filed w ith the SEC.  Therefore, please remove the
reference to net pay for each of these undrilled prospects where it is disclosed.
 The same is true for hydrocarbon yield in undr illed prospects.  Since net pay cannot be
determined with reliability, oil in place ca nnot be determined and, therefore, hydrocarbon
yield cannot be determined with  the necessary reliability to be disclosed in a filing.  In
addition, these references to hydrocarbon yields are concerning contingent and
prospective resources which are not allowed in documents filed with the SEC.  Therefore,
please remove your estimated hydrocarbon yiel ds for each of the undrilled prospects
where they are disclosed.  Please se e the last Instruction to Item 1202.
 Supplemental Response on Statistical Claims

 17. In regards to the claim that specific reser voirs in the Tano Basin can reach permeabilities
up to 1,200 mD (Tab R), we do not concur that one sample out of 100 (or even one sample out of 19 in the UM2) that is 92% higher than the next higher UM2 sample (one
reservoir not specific reservoirs) is statistica lly valid and should be disclosed in a SEC
filing.  Therefore, please remove the refere nce of “permeabilities up to 1,200 mD.”
 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.

Brian F. Maxted
Kosmos Energy Ltd. March 17, 2011 Page 7
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,

H. Roger Schwall Assistant Director

cc: Richard D. Truesdell, Jr., Esq.  Davis Polk & Wardwell LLP
Facsimile No. (212) 701-5674

February 11, 2011

Via U.S. Mail and Facsimile

 Brian F. Maxted Chief Executive Officer Kosmos Energy Ltd. 8176 Park Lane, Suite 500 Dallas, Texas 75231
Re: Kosmos Energy Ltd.
Registration Statement on Form S-1  Filed January 14, 2011
  File No. 333-171700

Dear Mr. Maxted:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.
 General

1. Where comments on a section also relate to disclosure in another section, please make
parallel changes to all affected disclosure.  This will eliminate the need for us to repeat
similar comments.  Also, your response le tter should include page number references
keying each response to the page of the fili ng where the responsive disclosure can be
found.  This will expedite our review of the filing.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 2
2. Please update all disclosure to the latest pr actical date to incl ude your most recent
financial information, and fill in all blanks other than the information that Rule 430A
permits you to omit.  Use brackets to distingu ish information that is subject to change
prior to effectiveness.
3. We will process your amendment without price ranges.  Since the price range you select
will affect disclosure in several sections of  the document, we will need sufficient time to
process your amendments once a price range is included and the material information
now appearing blank throughout th e document has been provided.

4. Please advise us regarding the status of your  application to list on the New York Stock
Exchange.
5. Prior to the effectiveness of your registration statement, please be sure that we receive a
copy of the letter, or a telephone call, from FINRA, stating that FINRA has completed its
review and has no additional concerns w ith respect to the proposed underwriting
arrangements.

6. Please send us the supporting documentation fo r all statistical claims that you make in
your prospectus.  For instance, we note  the following claims, among others:

• “[Ghana] scores well among its peers on various measures of corruption, ranking
62nd out of 178 countries in Transparen cy International’ s 2010 Corruption
Perceptions Index, vastly ahead of each of its  peers according to a peer group selected
by Standard & Poor’s.  Ghana is also th e highest ranked among such peer group in
the World Bank’s Doing Business 2011 report, at fifth out of 46 sub-Sahara African
countries included in such report.” (Pages 4, 77, and 84.)
• “This 42-month timeline from discovery to first oil [from the Jubilee Field] is a
record for a deepwater development at this water depth in West Africa.” (Pages 3 and
4.)
• “This development timeline from discovery to  first oil is significantly less than the
industry average of seven to ten years and is a record fo r a deepwater development at
this water depth in West Africa.” (Pages 7 and 87.)
• “[The Jubilee Field] was one of the larges t oil discoveries worl dwide in 2007 and the
largest find offshore West Africa in th e last decade.” (Pages 4, 79, and 84.)
• “The compound annual growth rate of oil reserves from 1989 to 2009 in Africa was
1.4% and from 1999 to 2009 was 2.1%.” (Page 75.)
• “According to African Business Review, a lthough Africa is estimated to only have
approximately 10% of the world’s proven oil reserves, by 2025 it will provide an
estimated 25% of North Ameri ca’s oil imports.” (Page 75.)
• “According to Wood Mackenzie, during 2009, Cameroon produced 74,000 bopd, a
reduction of 56% from its peak oil pr oduction of 167,600 bopd (which was achieved
in 1986).” (Page 80.)

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 3
• “According to Wood Mackenzie, duri ng 2009, Morocco produced less than 100
boepd.” (Page 82.)
• “Members of our management and senior technical team…[have] been involved in
discovering and developing over five  Bboe.” (Pages 85-86 and 88.)
• “The Cusiana/Cupiagua fi elds…are estimated by Wood MacKenzie to hold
approximately 1,700 Mmboe of reserves on a combined basis.” (Page 89.)
• “The Ceiba and North Block G Comple x…are estimated by Wood MacKenzie to
hold approximately 525 Mmboe of reserves.” (Page 89.)
• “Triton’s Malaysia—Thailand Joint Development Area discoveries…are estimated by
Wood MacKenzie to hold approximately 950 Mmboe of  reserves.” (Page 89.)
• “…world oil consumption in 2009 decreas ed to 84.1 million bopd from 85.2 million
bopd in 2008 as a result of the global economic downturn that began in late 2007.” (Page 107.)
• “[T]he International Energy Agency (‘IEA ’) projects demand for oil to be up in 2010
and 2011, at 86.6 million bopd and 87.9 million bopd, respectively.” (Page 107.)
 The above list is not intende d to exhaustive.  Please mark the supporting documents to
show precisely the location of  each piece of information on which you are relying for the
claims you make in your prospectus.  In a ddition, please tell us whether your source
material is publicly available, and whethe r you paid any compensation for the receipt of
such information.

7. Please monitor the need to provide updated fi nancial information in accordance with Item
3-12 of Regulation S-X.
New Ventures group focused on expanding our  high-quality asset portfolio, page 5

8. It is not clear to us where in the prosp ectus you discuss your “high-impact new venture
acquisition program.”  Please advise.
Prospectus Summary, page 1

9. Balance the presentation of your Competitiv e Strengths in the Summary by highlighting
some of the risks associated with your stra tegy and operations.  You currently have a one
sentence cross-reference to your Risk Factor s.  Also, explain to us why you believe it
appropriate to have detailed informa tion about Discovery Information, Ghana
Information and Prospect Information in the Summary rather than in the Business
section.

Our History, page 4

10. Explain, or provide a cross-re ference, as to why the sale  to ExxonMobil was terminated.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 4   Risk Factors, page 19

11. Please ensure that your risk fact ors are tailored to your  particular risks.  For instance, you
state at page 36, “Increased cost s of capital could adversely a ffect our business.” This risk
factor could apply to any company.  Similarl y, you state at page 42, “Our business could
be affected by recent health care reform and potential federal tax consequences.”
However, you also indicate that you are not  aware of any material impact to your
business.  If you cannot articulate a material  risk, please remove the risk factor.

12. Please eliminate language which mitigates the risks you discuss, such as clauses
beginning with the word “while.”  For ex ample, in the middle of page 21, where you
discuss the prospect that you will not decl are discoveries in time to retain your
exploration and production rights, you qualify that risk with the following statement:
“While we expect that our current drilling schedu le will enable us to retain the rights to
develop the prospects we have  identified in this prospectus under the agreements
currently in place (or, with respect to th e Boujdour Offshore Block, expected to be
entered shortly)….”  Similarly, on page 26, wh ere you discuss the pros pect that you may
be unable to raise additiona l capital, you mitigate the disc losure with the following
statement: “While we believe our operations, upon the cons ummation of this offering,
will be adequately funded through early 2013….”   These examples are not exclusive;
please review your entire “R isk Factors” section in light of this comment.

The present value of future net revenu es from our proved reserves…, page 24

13. We note your statement that if oil prices  decline by $1.00 per bbl, your PV-10 as of
June 30, 2010 would decrease by approximately  $23.0 million.  Please tell us how
investors are to interpret this statement as you appear to have not pr ovided a definition of
PV-10 in this area of your document, nor ha ve you provided any i ndication of how your
standardized measure would be impacted.
 Our operations could be adversely imp acted by our block partner…, page 38

14. We note your disclosure at page 38 capti oned, “Our operations could be adversely
impacted by our block partner, whose affilia te is involved in the Macondo Gulf of
Mexico oil spill.”  Please identify the block partner and the affiliate.
 Selected Historical and Pro Forma Financial Information, page 56

15. We note your presentation of pro forma net lo ss and pro forma balance sheet information
giving effect to the corporate reorganization prior to the impact of your initial public
offering.  Please tell us how you considered also presenting similar pro forma information
on the face of your historical financial statements.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 5   Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
59
 General and Administrative, page 60

16. We note your disclosure that “we expect to incur certain non-recurr ing expenses related
to the offering in the quarter in which the offering occurs, including a $15.0 million payment that is payable upon successful completi on of an initial public offering.”  Please
expand your disclosure here and elsewhere as applicable, to qua ntify the expected
amount of expenses related to the offering, and explain in further deta il the nature of the
$15 million payment, and to whom the $15 million is payable.

Liquidity and Capital Resources, page 65

17. We note your disclosure that you r credit facilities are subject to  certain debt covenants.
Please expand your disclosure to describe how to  calculate each debt covenant ratio.  As
part of your response, please tell us whether you were in compliance with your covenants
as of your latest balance sheet  date.  Similar concerns appl y to your disclosures on page
F-18.

Contractual Obligations, page 69

18. We note from your disclosure that the long term debt you present in the table does not
include the related interest payments.  Pleas e tell us how you considered footnote 46 of
SEC Release 33-8350, Commission Guidance Re garding Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
  Interest Rate Risk, page 74

19. You indicate that if the LIBOR rate increa sed by 10%, you estimate your net liability for
interest rate swaps would decr ease approximately $9.7 million.  You also indicate that if
the LIBOR rate decreased by 10%, you estim ate the liability would increase to
approximately $11.9 million (i.e. an increas e of approximately $1.1 million).  Your
disclosure appears to indicate a 10% increas e in LIBOR results in an approximate 90%
decrease in your net liabili ty whereas a 10% decrease in LIBOR results in only an
approximately 18% increase in your net liabil ity.  Please explain to us why this is the
case and revise your disclosure to ma ke the quantitative changes comparable.

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 6    Business, page 84

20. We note your disclosure regarding your phased development strategy, including your
assertion at page 87 that “a phased developm ent strategy provides for first oil production
earlier than what would otherwise be possi ble using traditional development techniques,
which are disadvantaged by mo re time-consuming, costly an d sequential appraisal and
pre-development activities.”  Please define this  strategy in greater detail and describe the
appraisal and pre-development activities which you chose to  postpone or forgo.
 Our Reserves, page 104

21. We note your disclosure that your PV-10 and your standardized measure were equal at
June 30, 2010 because you were a Cayman compa ny not subject to ent ity level taxation.
However, we note your treatment  of taxation in your standa rdized measure here appears
to differ from that presented in the notes to your consolidated fi nancial statements on
page F-64.  In this regard, we note the standa rdized measure you present on page F-64 as
of December 31, 2009 includes foreign income tax expense.  Please clarify for us why
these two presentations differ.  As part of your response, please te ll us the jurisdictions
included in the foreign income taxes include d in your standardized measure on page F-
64.

22. We note that part of your operations are c onducted offshore the Republic of Ghana.
Please review your disclosure to ensure that  you have disclosed all material information
regarding your potential liability in the event that your employees or one of your rigs is
involved in an explosion or similar event at  any offshore locations.  For example, and
without limitation, please  address the following:

• Describe the allocation of risk in your dril ling contracts, addressing in particular any
indemnification provisions re lating to liability for pollu tion, environmental damages,
etc.  Your response should address individual contracts, to the extent material and
meaningful under the circumstances.
• Describe the risks for which you ar e insured for your offshore rigs.
• Disclose the applicable deductibles and policy limits related to your insurance
coverage.
• Disclose whether your existi ng insurance would cover a ny claims made against you
by or on behalf of individuals who are not  your employees in the event of personal
injury or death.

23. In this regard, we note your disclosure at pa ge 117 regarding your preparedness for an oil
spill emergency.  Please discuss in greater detail the resources you have allocated to
address any environmental harm, including the amount of money you are prepared to

Brian F. Maxted
Kosmos Energy Ltd. February 11, 2011 Page 7
spend on such efforts, how the money would be spent, the number of employees that
would be involved, and a ny equipment that you own.
 Internal Controls Over Reserves Estimation Process, page 107

24. Indicate the qualifications of  your Senior Vice-President, Production and Operations.
See Item 1202(a)(7) of Regulation S-K.
 Financial Statements for Fiscal Quarter Ended September 30, 2010

 Consolidated Statements of Cash Flows, page F-5

25. We note you conduct the majority of your opera tions outside of the United States, and
your financial statements are presented in US Dollars.  Please tell us how you considered
the requirement to separately disclose the effect of exchange rate changes on cash
balances held in foreign currencies as de scribed in ASC 830-230-45-1.  Similar concerns
apply to your annual fi nancial statements.
 Notes to Consolidated Financial Statements, page F-6

 Note 2 Accounting Policies, page F-6

Asset Retirement Obligations, page F-8

26. We note your disclosure that as a result of commencing production on November 28,
2010, you will be required to record an asse t retirement obligation during the quarter
ended December 31, 2010.  Please clarify for us  in further detail why your disclosure
appears to imply you do not incur any asse t retirement obligations until production
commences.
  Note 4 Notes Receivable and Long Term Note Receivable, page F-13

27. We note you participated in financing the c onstruction of the FPSO  you currently use in
the Jubilee unit, and you later entered into an advance payment arrangement related to the construction, installation, lease, operations, and maintenance of the FPSO.  Please explain
to us the following:
• Describe to us in more detail the si gni