June 17, 2005

William S. Daugherty
President and Chief Executive Officer
NGAS Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, KY 40509-1844

Re:	NGAS Resources, Inc.
		Registration Statement on Form S-3
      Filed May 19, 2005
	File No. 333-125053

Dear Mr. Daugherty:

      We have limited our review of the above filings to only the
areas upon which we have issued 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

General

1. Please note that we are monitoring the Form S-3 for compliance
with comments issued on the 10-KSB for the year ended December 31,
2004.

Selling Stockholders, page 5

2. Is any selling shareholder a registered broker-dealer or
affiliate
of a registered broker-dealer?  If a registered broker-dealer,
please
identify the selling shareholder as an underwriter unless the
securities you are registering on its behalf compensated the
shareholder for investment banking services.  If any selling
shareholder is an affiliate of a registered broker-dealer, please
confirm to us that the shareholder purchased the securities you
are
registering on its behalf in the ordinary course of business, and
that at the time of the purchase of the securities to be resold,
the
shareholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter.  We may have
additional comments.
3. Please disclose the natural persons who exercise voting and/or
dispositive powers with respect to the securities to be offered
for
resale by 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.
4. We note the 7% convertible promissory note entered into between
you and Baystar Capital II, LP on October 4, 2004.  Please clarify
whether shares underlying the Notes from that transaction are
included in the shares being offered in the above pending
registration statement.
5. Please describe the transactions in which the selling
shareholders
received their shares.  We view this as information required to be
disclosed under Item 507 of Regulation S-K.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 staff comments and the declaration of
effectiveness as a 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 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 contact Jason Wynn at (202) 551-3756 or the
undersigned
at (202) 551-3685 with any questions.  Direct all correspondence
to
the following ZIP code:  20549-0405.


							Sincerely,


							Tangela S. Richter
							Branch Chief


      cc:  Gary Smith
            (859) 263-4228

             J. Wynn
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William S. Daugherty
NGAS Resources, Inc.
June 17, 2005
page 1



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

         DIVISION OF
CORPORATION FINANCE
        MAIL STOP 04-05