December 27, 2005


William J. Lyons
Chief Financial Officer
Consol Energy Inc.
1800 Washington Road
Pittsburgh, Pennsylvania 15241

	Re:	Consol Energy Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed February 28, 2005
Form 10-Q for Fiscal Quarters Ended March 31, 2005, June 30, 2005,
and September 30, 2005
Filed May 2, 2005, August 3, 2005 and November 7, 2005
		File No. 1-14901

Dear Mr. William J. Lyons:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements

Statements of Cash Flows, page 87

1. Please remove the subtotal included in your operating cash
flows,
as this measure is not contemplated by SFAS 95.

2. We note in fiscal year 2004 the gain recognized exceeds the
proceeds received from the sale of assets.  Based on note 24 it is
unclear what non-cash consideration was exchanged in computing the
gain. Please expand your disclosure to clarify the non-cash
portion
of your asset sale transactions.

Note 1 - Significant Accounting Policies, page 90

3. Please expand your disclosure to indicate how you evaluate and
assess your equity investees for impairment.

Property, Plant and Equipment, page 91

4. We note you have defined development costs, as costs to attain
production.  Please expand your disclosure to clarify the nature
of
these costs and whether post production stripping costs are
included
in development costs. To the extent, if any, post production
stripping costs are included in development costs please quantify
those costs and demonstrate why it is appropriate to capitalize
these
costs.  Please provide references to the authoritative literature
supporting your conclusion.  If they are not capitalized as a
development cost, please clarify your accounting policy.

5. We note your capitalization policy indicates that development
costs are capitalized when the majority of production comes from
development activities versus normal operating activities.  Please
expand your disclosure to describe and define development
activities
and normal operating activities. Compare and contrast development
activities with normal operating activities and provide a clear
description of what criteria you use to identify the point of
transition from development stage to production stage.  We may
have
further comment.

6. We note that you use the units of production method to amortize
mine development costs. Expand your disclosure to clarify when a
unit
is considered to be produced to trigger recording depreciation,
depletion and amortization expense.

7. We note that you amortize development costs over the estimated
proven and probable reserves. Please address the following:

* Expand your disclosure to clarify whether the proven and
probable
reserves used to amortize development costs are total mine
reserves
or reserves pooled within the immediate and relevant vicinity of
the
development costs benefiting the extraction of those reserve
pools.

* In the event you amortize development costs based on allocated
reserve pools, expand your disclosure to describe your method for
allocating reserves to development cost pools.

* In the event you amortize development costs based on total mine
reserves, please demonstrate how all your development costs
equally
benefit the removal of all reserves, if that is your view.

8. We note your disclosure indicating amortization rates are
revised
whenever there is an indication of the need for revision, but at
least one a year.  Please expand your disclosure to indicate what
indicators cause you to revise your estimates.  Please clarify
whether you believe disclosures required by paragraph 33 of APB 20
would or would not apply.

Workers` Compensation, page 93

9. We note that your change in method of accounting for workers`
compensation in fiscal year 2004 from an undiscounted method to a
discounted method.  Your disclosures indicate that change was
justified because the application of a discount rate is used in
recognition of your other long-term employee benefit obligations,
and
this method is more comparable to methods used by other industry
peers.  Please tell us and expand your disclosure to indicate, if
true, that the new method represents an improved method of
measuring
business operations and explain why you hold that view.

Royalty Recognition, page 94

10. Please clarify whether you receive advance royalty payments
and
describe how the associated revenue is recognized.  Compare and
contrast the terms under your royalty/lease agreements, if any,
associated with advance royalties received with revenue
recognition
principles provided under SAB Topic 13.A.



Note 13 Property, Plant and Equipment, page 106

11. We note your disclosure indicating that you accelerated
depreciation and amortization related to several mines that had
been
on long-term idle status in fiscal year 2004. Regarding these
mines,
please provide us with a schedule summarizing by mine, for all
periods presented, the capitalized costs and year(s) the mines
were
idle.  Confirm to us the existence of plans related to these mines
previous to fiscal year 2004 and up to the date you determined
acceleration of depreciation.  Additionally, please submit to us
your
impairment analysis for each mine to which you are referring and
compare and contrast, for each mine, the changes in facts and
circumstances from previous periods in which the mines were idle
which provided the basis for management`s conclusion to accelerate
amortization and depreciation in 2004 rather than an earlier
period.

Note 28, Commitments and Contingent Liabilities, page 124

12. Where appropriate please modify your disclosure to include
assessments of the likelihood of loss and obligations that are
consistent with the terms used in paragraph 3 of SFAS 5.

Note 32, Supplemental Gas Data, page 140

13. We were unable to locate your disclosure of costs incurred
required by paragraphs 21 to 23 of SFAS 69.  Accordingly please
expand your disclosures or tell us why you do believe this
literature
would not apply.


Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies 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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a 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.

   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 our review of your filing or in
response to our comments on your filing.

      You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.



								Sincerely,



								Jill S. Davis
								Branch Chief
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William J. Lyons
Chief Financial Officer
December 27, 2005
page 1




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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010