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                             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."
 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.



FirstName LastNameNeal D. Shah                                 Sincerely,
Comapany NameKosmos Energy Ltd.
                                                               Division of
Corporation Finance
April 5, 2021 Page 2                                           Office of Energy
& Transportation
FirstName LastName