April 22, 2005


via facsimile and U.S. mail

Mr. Michael P. Windisch
Chief Financial Officer
NGAS Resources Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky  40509-1844





	Re:	NGAS Resources Inc.
		Form 10-KSB , Filed March 16, 2005
		File No. 0-12185

Dear Mr. Windisch:

      We have reviewed the above filings and have the following
accounting and engineering comments.  Our review has been limited
to
your financial statements and the related disclosures in
Management`s
Discussion and Analysis.  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 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 filing.
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.

10-KSB for the year ended December 31, 2004

General

1. We would like to advise you that when filing future periodic
reports, since your public float appears to have exceeded $25
million
for the past two consecutive fiscal years, you should no longer
utilize Forms that are available only to small business filers.

Management`s Discussion and Analysis, page 14

Liquidity, page 17

2. We note that you refer to net cash provided by operations
"before
working capital changes" in discussing your liquidity.  Under
Regulation S-B, Item 10(h)(1)(i), various disclosures are required
when presenting a non-GAAP financial measure, including a
reconciliation to the most comparable measure based on GAAP, the
reasons you believe the measure provides useful information to
investors, and information about any additional purposes for which
the measure is used.  Please amend your discussion to provide the
required information.

Financial Statements

General

3. Under Regulation S-B, Item 310(a), and the guidance in Item 7
of
the Form 10-KSB instructions, you are required to provide a
statement
of changes in stockholders` equity as part of your primary
financial
statements.  Although we understand you have included some of the
information ordinarily reflected in such a statement in Note 10,
it
will be necessary to amend your filing to provide a statement of
changes in stockholders` equity to comply with Regulation S-B.

4. Your disclosure on page F-5, indicating that your financial
statements have been prepared in accordance with both U.S. and
Canadian GAAP, is inconsistent with your disclosures under Note
17,
where you identify two differences in accounting principles,
including the adoption of fair value accounting for stock options,
and accounting for an investment in municipal bonds.  Given that
Canadian filers frequently identify other differences, such as
those
impacting DD&A, income taxes and capitalized interest, it is
unclear
why you have not also found differences in these areas;  please
address these items in your reply.  It will be necessary to
provide a
reconciliation of your Canadian GAAP information to U.S. GAAP,
following the guidance in Item 17(c)(2) of Form 20-F.  Please
refer
to Note 2 to Item 310 of Regulation S-B if you require further
clarification.


Report of Independent Registered Public Accounting Firm, page F-1

5. We note that your auditors have, in preparing their report,
included language similar to that which you provide on page F-5,
indicating that your financial statements are presented in
accordance
with both U.S. and Canadian GAAP.  However given your disclosures
in
Note 17, it appears there are instances where your results under
U.S.
and Canadian GAAP do not fully coincide.  It is customary for
auditors to differentiate, in rendering their opinion, between the
body of accounting principles used in preparing the primary
financial
statements and the U.S GAAP information contained in the note with
the reconciliation.  Once you have made the necessary revisions to
your financial statements, please ask your auditors to address
this
matter.  The audit opinion will also need to extend audit coverage
to
the statements of changes in shareholders` equity.

Consolidated Balance Sheets, page F-2

6. We note that you record customer drilling deposits as a
liability,
using the completed contract method.  Please expand your policy
disclosure to identify the types of costs, and the total dollar
amounts for each type, that are related to your drilling
contracts.
Also identify the line item within which these costs are recorded
in
your balance sheets.

7. We note your disclosure of "to be issued" common shares as of
December 31, 2004 and 2003.  Please disclosure the nature of, and
your accounting for, this item.  Describe any related activity
occurring in this account for each of the periods presented.
Refer
to APB 12, paragraph 10, if you require further guidance.

Consolidated Statements of Operations, page F-3

8. It appears from your disclosures that you have not included
depreciation relating to property, plant and equipment in your
determination of Gross Profit.  Although the guidance in SAB Topic
11:B accommodates the separate presentation of multiple components
attributable to cost of sales, it is not permissible to similarly
report a measure of gross profit excluding such amounts.  Any
depreciation and amortization expense that is related to cost of
sales may be displayed on a separate line item; however, this item
must appear before presenting gross profit and be reflected in
that
metric.  Please modify your presentation accordingly; or expand
your
policy disclosure to describe any particular facts and
circumstances
that you believe would justify your current display.

Consolidated Statements of Cash Flows, page F-4

9. We note that you have included the changes in subscriptions
receivable as a component in reconciling your net income to net
cash
provided by operations.  Tell us how this item has impacted
earnings
in 2003 and 2004, and the reasons you believe that changes in the
account are appropriately reflected as reconciling items in the
operating section.

Note 1 - Summary of Significant Accounting Policies, page F-5

(d) - Oil and Gas Properties

10. We note that you follow the successful efforts method in
accounting for your oil and gas activities, and that under this
method you capitalize the costs of exploratory wells until a
reserve
determination has been made.  Please expand your disclosures to
provide the information requested in our February 11, 2005
Industry
Letter, regarding exploratory drilling costs, or tell us why you
believe disclosure would not be meaningful or is otherwise not
applicable under the circumstances.  You may access the letter on
our
website at
http://www.sec.gov/divisions/corpfin/guidance/oilgas021105.htm

Supplemental Oil and Gas Reserve Information (Unaudited), page F-
19

11. Here you disclose total proved gas reserves of 64.3 BCF and
proved developed reserves of 33.1 BCF.  Supplementally, please
provide to us:

a.	The reserve report - in hard copy and electronic spreadsheet
format - upon which your proved reserve estimates are based.
Include:  one-line recaps for each property sorted by field and by
present worth within each proved reserve category including the
estimated date of first production for your proved undeveloped
properties; total company summary income forecast schedules for
each
proved reserve category with proved developed segregated into
producing and non-producing properties; summary income forecast
schedules for at least your two largest fields; representative
individual well production rate vs. time projection(s).

b.	Affirmation, per Rule 4-10(a)(4) of Regulation S-X, that you
have claimed no proved undeveloped reserves that are not in legal,
technically justified locations offsetting (adjacent to)
productive
wells.  If you cannot so affirm, delete such volumes from your
disclosed proved reserves or provide technical support for
certainty
of continuity of production from the existing productive
formation;

c.  	Hindsight analyses of the amalgamated reserve estimates for
all
your PUD locations booked at year-end 2003 that were drilled in
2004.
Include brief narratives reconciling the five largest PUD reserve
estimates in this group to their current estimates.  If
appropriate,
address your corporate methodology for eliminating any significant
sources of error here;

d.	Hindsight reconciliation for your 2003 and 2004 proved gas
reserve revisions.  Tell us how you plan to avoid such negative
revisions in the future.  Address your use of:  PUD reserve
estimates
by analogy with newly completed productive wells; hyperbolic
projections with large exponents, i.e. b>1; low terminal decline
rate
projections that have not been demonstrated by performance;
volumetric estimates with drainage areas not based on performance,
e.g. well spacing.

e.	Summary schedules of your future PUD drilling and those PUD
locations that currently have access to a gas sales line.  Address
any lack of pipeline access for significant disclosed proved
reserves.

Exhibits, page 23

Exhibits 31.1 and 31.2 - Certifications

12. We note that the wording of your certifications does not
conform
to the requirements as specified in Financial Release 33-8238.
Please provide the correctly worded certifications in an amended
filing.

Closing Comments

      As appropriate, please amend your filing(s) 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 amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) 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 the 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(s);

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(s) or
in
response to our comments on your filing(s).

      You may contact Gary Newberry at (202) 824-5567 or Karl
Hiller
at (202) 942-1981 if you have questions regarding comments on the
financial statements and related matters.  You may contact Ronald
Winfrey at (202) 942-1778 if you have questions regarding comments
on
the oil and gas reserve related matters.  Please contact me at
(202)
942-1870 with any other questions.  Direct all correspondence to
the
following ZIP code:  20549-0405.

							Sincerely,



							H. Roger Schwall
							Assistant Director


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NGAS Resources Inc.
April 22, 2005
page 1




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

         DIVISION OF
CORPORATION FINANCE