December 22, 2004

via U.S. Mail 						via facsimile

Floyd C. Wilson						Dallas Parker
President and Chief Executive Officer		Thompson & Knight LLP
Petrohawk Energy Corp.					(713) 654-1871
1100 Louisiana, Suite 4400
Houston, Texas 77002					David S. Elkouri
								Hinkle Elkouri Law Firm LLC
								(316) 264-1518

	Re:	Petrohawk Energy Corp.
		Form S-3 filed December 1, 2004
		File No. 333-120881

Dear Mr. Wilson:

      We have limited our review of the above filings to selling
shareholder information, and we have the following comments.
Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

Selling Stockholders, page 22

1.	Please disclose the natural persons who exercise voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by each of the selling shareholders.  See Interpretation
I.60
of the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.
2.	If any selling shareholder is a registered broker-dealer or
affiliate of a registered broker-dealer, so indicate.  We may have
further comment.

Closing Comments

	Please amend the above filings in response to our comments.
You
may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your response to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments and response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      Please direct all questions relating to the above comments
to
Jason Wynn, at (202) 824-5665, or in his absence, to the
undersigned,
at (202) 942-1870.  Direct all correspondence to the following ZIP
code:  20549-0405.


							Sincerely,



							H. Roger Schwall
							Assistant Director


      cc:  J. Wynn

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Petrohawk Energy Corp.
December 22, 2004
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE