March 2, 2006

Sent by US Mail and Facsimile to
Mr. David N. Pierce
President
3006 Highland Drive, Ste 206
Salt Lake City, Utah 84106



	Re:	FX Energy, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		File No. 0-25386
		RE: Response Letter of January 27, 2006



Dear Mr. Lovejoy:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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-KSB for the Fiscal Year Ended December 31, 2004

Engineering Comments

Exploration, Development, and Production Activities, page 7

Exploratory Activities in Poland, page 67

Fences I Project Area, page 7

1. We note your response number 2.  As previously requested, amend
your current document to remove the reference to 40 BCF of
recoverable
in Fences I.   Please confirm that, in future filings, you will
only
disclose reserves that meet the definition of proved reserves as
found
in Rule 4-10(a) of Regulation S-X.


Management`s Discussion and Analysis of Financial Condition and
Results of
Operation, page 22

Introduction, page 22

2. You originally reported that your goals do not necessarily
coincide
with those of your partners.  In your response number 3 you have
deleted that statement.  If, in fact, you and your partners have
different goals, that may be material information.  Please advise
why
you have deleted that language.

Supplemental Information, page F-26

Disclosure About Oil and Gas Properties and Producing Activities,
page
F-26

Summary Oil and Gas Reserve Data, page F-27

Estimated Quantities of Proved Reserves, page F-27

3. Please reconcile your response number 4 to the fact that you
reported under the section called Market and Price Risk that the
limited volume and source of your gas production means that you
cannot
assure uninterruptible production or production in amounts that
would
be meaningful to industrial users.  You also state that there is
no
competitive market for the sale of gas in Poland.

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 James Murphy, Petroleum Engineer, at (202) 551-
3703
with questions about engineering comments.  Please contact me at
(202)
551-3740 with any other questions.

								Sincerely,


								H. Roger Schwall
								Assistant Director

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Mr. David N. Pierce
FX Energy, Inc.
March 2, 2006
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549-7010

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CORPORATION FINANCE
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