June 30, 2006

Mr. E. Joseph Grady
Senior Vice President and Chief Financial Officer
Crimson Exploration Inc.
480 N. Sam Houston Parkway, Suite 300
Houston, Texas 77060

Re:	Crimson Exploration Inc.
		Post-effective Amendment No. 3 to Registration Statement
on
Form S-1
      Filed June 9, 2006
	File No. 333-116048

	Form 10-K for the Fiscal Year Ended December 31, 2005
	Filed March 31, 2006
	File No. 0-21644

	Form 10-Q for the Fiscal Quarter Ended March 31, 2006
	Filed May 15, 2006

Dear Mr. Grady:

      We have limited our review of the above filing 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
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.

General

1. Where comments on one document or section also relate to
disclosure in another document or section, please make parallel
changes to all affected disclosure. This will eliminate the need
for
us to repeat similar comments.  For example, amend the Form 10-Q
identified above to comply with any comments on the Form 10-K.
Post-effective Amendment No. 3 to Registration Statement on Form
S-1

Selling Shareholders, page 9

2. Disclose whether any selling shareholder is 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 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.

Form 10-K for the Fiscal Year Ended December 31, 2005

4. We note your statement that your certifying officers concluded
that "subject to limitations described below, the Company`s
disclosure controls and procedures offer reasonable assurance that
the information required to be disclosed by the Company in the
reports it files under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
rules and forms adopted by the Securities and Exchange
Commission."
It does not appear that your certifying officers have reached a
conclusion that your disclosure controls and procedures are
effective.  Please disclose your officers` conclusions regarding
the
effectiveness of your disclosure controls and procedures.

Further, please disclose, if true, that your certifying officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure.  See Exchange Act Rule 13a-15(e).
Also disclose this in the Form 10-Q cited above and ensure that
this
language appears in all future filings.

5. We note your limitations on the effectiveness of controls, and
your statement that "[a] well conceived and operated control
system
is based in part upon certain assumptions about the likelihood of
future events and can provide only reasonable, not absolute,
assurance that the objectives of the control systems are met."
Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level.  In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at http://www.sec.gov/rules/final/33-8238.htm.

6. Please revise to cite to the updated rules that govern
disclosure
controls and procedures.  See Rules 13a-15(e) and 15d-15(e) for
additional guidance.  Also ensure that you cite the new rules in
all
future filings.

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, in his
absence,
me at (202) 551-3685 with any other questions.  Direct all
correspondence to the following ZIP code:  20549-7010.

									Sincerely,


									Tangela S. Richter
									Branch Chief


cc:  J. Wynn

via facsimile
Julien Smythe
Akin Gump Strauss Hauer & Feld LLP
(713) 236-0822
Mr. E. Joseph Grady
Crimson Exploration Inc.
June 30, 2006
page 1



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

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010