Unassociated Document

April 27, 2010

United States Securities and Exchange Commission

Attn: Mr. Douglas Brown

100 F Street N.E.

Washington, DC 20549

Re:

Hyperdynamics Corporation

Form 10-K for Fiscal Year Ended June 30, 2009

Filed on September 30, 2009

File No. 001-32490

Dear Mr. Brown:

On behalf of Hyperdynamics Corporation (the “Company”), this letter provides the Company’s responses to the Staff’s comments in its letter dated January 29, 2010 concerning the Company’s Form 10-K for fiscal year ended June 30, 2009 (the “Form 10-K”). The responses below are numbered to correspond with the comments from the Staff’s letter.

Risk Factors:

Ensure that your discussion of risks is current. For example, it appears that some of the statements in your risk factors would not apply to you insofar as you are now an exploration company without proved reserves. In particular, we note references to the following items:

decommissioning costs associated with your current properties;

proved reserves in the discussion of risks associated with write downs of your assets;

a reduction in revenues from risks associated with the drilling of oil and natural gas wells;

the risk of the inability of your wells to deliver at the necessary quality and pressure and premature exhaustion of reserves in discussing competition; and,

possible impairment of your operating assets in discussing risks associated with the current recession.

Please revise as appropriate.

Response : The Company has revised the risk factors that appear in the Form 10-K and will file the revised risk factors via EDGAR with its Form 10-Q for the quarter ended March 31, 2010.

Note 1 – Organization and Significant Accounting Policies

Oil and Gas Properties

Costs Excluded, pages F-11

We understand from your disclosure under this heading and in your critical accounting policies disclosure on page 29 that you conduct quarterly impairment assessments of your unevaluated properties, as required under Rule 4-10(c) of Regulation S-X. Tell us how you determined that your unevaluated properties were not impaired, in light of your statement in the last paragraph on page 9 and first paragraph on page 29, that “management does not believe…existing cash and current operations will be sufficient to satisfy its anticipated cash requirements for the next twelve months” and “[i]f we cannot obtain sufficient additional funding, we may be required to reduce the scope and size of our operations, may be forced to curtail operations or may ultimately cease to exist.

Response : Our liquidity at June 30, 2009, and as of the Form 10-K filing date of September 30, 2009, was not adequate to fund our operations for the succeeding 12 months, and the disclosures referenced on pages 9 and 29 were made to disclose the same and the related risks to our operations. The Securities and Exchange Commission’s (the “SEC”) Rule 4-10(c) of Regulation S-X requires unproved properties to be assessed at least annually to ascertain whether impairment has occurred. Impairment may be estimated by applying factors based on historical experience and other data such as primary lease terms of the properties, average holding periods of unproved properties, and geographic and geologic data. We considered the following factors in our evaluation of whether our unevaluated properties were impaired as of June 30, 2009:

The results of our 2007 work program off of the coast of the Republic of Guinea, which included the new acquisition and study of aeromagnetic and gravity survey data, additional 2-D seismic survey data; and the acquisition and analysis of oil seeps. As a result of this work program, we identified numerous possible hydrocarbon plays and leads, with the ultimate goal of defining drillable prospects. The possible plays and leads identified included the Guinea-Bissau salt province, shelf carbonate build-ups, Paleozoic tilted fault blocks, Mesozoic half grabens, deltas and turbidites along with tertiary channel sands.

In 2007, several major oil companies discovered the Jubilee oil field offshore Ghana which is expected to contain approximately 1.8 billion barrels of crude oil. In addition, in September 2009, Anadarko announced the discovery off of the coast of Sierra Leone. Although it is still unknown how much oil reserves are within this new find, it is relevant because these two finds are on the same transform margin play that we have identified on our Guinea concession. Moreover, the new Sierra Leone find is only 300km from the edge of our concession.

The status of the Hydrocarbon Production Sharing Contract, dated Sepetember 26, 2006 (the “ 2006 PSC”), between us and the Republic of Guinea, which was amended in September 2009 by the execution of a Memorandum of Understanding (“MOU”) between us and the Guinean government and amended by Amendment No. 1 to the 2006 PSC between us and the Guinean government in March 2010. The MOU clarified a number of terms within, and the status of, the 2006 PSC, as well as placed certain obligations on us, including identification by us of the Contract Area to be relinquished, the submission of a timeline of work programs and operations by December 31, 2009, which we complied with, to the Guinean government and an agreement to commence drilling at least one exploratory well within our retained Contract Area by December 31, 2011. The MOU required the parties to review the commercial terms of the 2006 PSC with the intent of amending the 2006 PSC to bring the terms of the 2006 PSC into line with international standards. The 2006 PSC was amended by Amendment No. 1 to the 2006 PSC pursuant to the requirements of the MOU.

Our intent is to continue our evaluation of the Guinea concession, including the completion of the acquisition and interpretation of additional 2D seismic, and current tender for 3D seismic data designed to culminate in plans for an exploratory drilling program in 2011. The additional 2D seismic acquisition program was contracted for on September 29, 2009 and completed in February 2010, and provided us with 10,000 kilometers of additional data on our Guinea concession. In April 2010, we put out a tender for 3,500 sq-km of 3D seismic to pinpoint a location to drill in 2011.

With respect to the liquidity issue described on pages 9 and 29 of the Form 10-K, at the time the Form 10-K was filed, we were in negotiations with three separate oil companies for a possible participation in our Guinea concession. At the time of the filing, financial terms discussed with these counterparties were based upon a participation price of $1,000,000 per 1% of the Company’s interest to be acquired, which would equate to a value of $100 million for our Guinea concession. We subsequently executed a Sale and Purchase Agreement, dated December 4, 2009, agreement with Dana Petroleum (E&P) Limited (“Dana”), pursuant to which Dana agreed to acquire a 23% interest in our Guinea concession for cash and stock equal to $19.6 million.

At the time of the filing of our Form 10-K, relative to our financial ability to continue our evaluation and development of our Guinea concession, we believed that the positive developments and progress noted above would also enable us to raise additional capital, through either a debt or equity raise, and those potential funds, together with the proceeds potentially to be received by us from the sale of participation interests in our Guinea concession as referenced above, would provide us with the funds to continue our evaluation and development plans for the Guinea concession. We believe these factors indicated that our unevaluated properties, consisting solely of our Guinea concession, were not impaired at June 30, 2009.

It should also be noted that since November 2009, we have raised $20.1 million through sales of our common stock.

Note 9 – Short Term Notes Payable and Long-Term Debt, page F-19

Sale of Convertible Debentures, pages F-21

We note your disclosure in the last paragraph on page F-22 explaining that you analyzed the November 20, 2008 amendment to the terms of the $5 million in convertible debentures that were issued on September 12, 2008 and concluded that the amendment resulted in a substantial modification, leading you to account for the modification as an extinguishment following the guidance in EITF 96-16. Please submit the analysis that you performed under this guidance which led you to this conclusion. Please also explain how you determined the $1.96 million fair value of the new debt instrument utilized in computing your gain on extinguishment, including the underlying computation and any details necessary to show how your accounting complies with the guidance in EITF 96-19.

Response : With respect to the analysis performed under EITF 96-16, please see the schedules attached hereto as Appendix A that compute the present value of remaining future cash flows under the terms of the original debenture agreement as of November 20, 2008, and under the terms of the modified debt agreement. The attached schedules show an increase in the present value of cash flows to the debenture holder under the modified debt agreement of 32%.

The Company believes the market value of its common shares issuable pursuant to the modified conversion price represented the most appropriate indicator of the value of the new debt instrument at November 20, 2008. The calculation is as follows:

Reacquisition price
1	Remaining principal amount at November 20, 2008 (gross)	$	4,437,500	A
	Market price of our common stock on 11/20/2008 (the effective date of the amendment agreement)	$	0.73	B
	Original conversion price	$	2.25	C
	Amended conversion price	$	1.65	D
	Common shares to be issued based upon original conversion price of $2.25 per share				1,972,222	A/C
	Common shares to be issued based upon amended conversion price of $1.65 per share				2,689,394	A/D

	Fair value of the note based upon value of amended conversion feature			$	1,963,000	(A/D) X B

2	Repricing of May 2008 Warrants			$	31,000

3	Repricing of September 2008 Warrants			$	75,000

Estimated fair value of assets given				$	2,069,000

It should also be noted that on December 7, 2009, the Company retired the remaining outstanding convertible debenture amount.

Exhibits, page 37

We see that you have filed a consent from your prior auditors covering the use of their audit opinion in your annual report and its incorporation into previously filed registration statements to comply with Rule 439 of Regulation C, although that consent is not current at the time of your filing. We expect you would need to obtain an updated consent to comply with Item 601(b)(23) of Regulation S-K.

Response : The date of the Malone & Bailey, PC consent, i.e. September 29, 2008 (versus September 29, 2009), resulted from a typographical error. A corrected consent will be filed with the SEC as soon as possible via a Form 10-K/A.

The Company acknowledges the following:

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

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.

If you have any questions or would like to discuss the above responses, please contact me at (713) 353-9419.

Sincerely,

/s/ Jason D. Davis

Jason D. Davis

Chief Financial Officer

Appendix A

Hyperdynamics Corporation

Effect of debt modification

11/20/2008

Cash flows - original at 11-20-08 - PV	1,965,008		{c}

Post Modification at 11-20-08 - PV	2,591,069		{b}

Difference	(626,061	)

Change in PV of cash flow	-32	%

Amount is a substantial modification per EITF 96-19. PFW.

				(Discount)	(DFC)	(Makewhole Interest)
	Principal Value	5,000,000
	BCF Discount	(2,402,220	)	2,402,220
	Placement fees	(402,960	)		402,960
	Make whole payments					670,076	(1)
Amortization of Debt Discount	Total Discount and Deferred Financing Costs	(2,805,180	)	2,402,220	402,960	670,076
This schedule is the original amortization schedule with PV total that is used to calculate the difference in the cash flows to determine if a substantial modification took place when the terms changed.	CV	2,194,820
		61.6286	%	-----> Effective interest rate under the original terms of the debt

			Days O/S		Rate			Principal Payment		Make whole int. pmts		Interest			Outstanding balance			PV Principal		PV Make Whole Int. pmts		PV Interest		PV total
09/12/08
10/01/08
11/01/08		1		31		10	%						-	(2)		4,437,500			0.00		0.00		0.00		-
01/01/09		1		61		10	%						75,191			4,437,500			0.00		0.00		67,838.01		67,838
04/01/09		3		90		10	%						110,938			4,437,500			0.00		0.00		85,989.91		85,990
07/01/09		4		91		10	%						112,170			4,437,500			0.00		0.00		74,571.20		74,571
09/12/09		5		73		10	%		123,264		36,808		89,983			4,314,236			72,451.19		21,634.73		52,889.58		146,975
10/01/09		6		19		10	%				-		22,770			4,314,236			0.00		0.00		12,961.40		12,961
10/12/09		7		11		10	%		123,264		35,781		13,182			4,190,972			68,875.61		19,993.06		7,365.65		96,234
11/12/09		8		31		10	%		123,264		34,719		36,089			4,067,708			65,366.13		18,411.46		19,137.79		102,915
12/12/09		9		30		10	%		123,264		33,692		33,898			3,944,444			62,140.21		16,984.99		17,088.78		96,214
01/01/10		10		20		10	%				-		21,914			3,944,444			0.00		0.00		10,680.83		10,681
01/12/10		11		11		10	%		123,264		32,631		12,052			3,821,181			58,973.93		15,611.71		5,766.12		80,352
02/12/10		12		31		10	%		123,264		31,569		32,905			3,697,917			55,968.97		14,334.28		14,940.78		85,244
03/12/10		13		28		10	%		123,264		30,611		28,762			3,574,653			53,386.65		13,257.68		12,457.07		79,101
04/01/10		14		20		10	%				-		19,859			3,574,653			0.00		0.00		8,315.74		8,316
04/12/10		15		11		10	%		123,264		29,549		10,923			3,451,389			50,666.39		12,145.86		4,489.79		67,302
05/12/10		16		30		10	%		123,264		28,522		28,762			3,328,125			48,165.93		11,145.06		11,238.88		70,550
06/12/10		17		31		10	%		123,264		27,460		28,659			3,204,861			45,711.68		10,183.55		10,628.02		66,523
07/01/10		18		19		10	%				-		16,915			3,204,861			0.00		0.00		6,074.95		6,075
07/12/10		19		11		10	%		123,264		26,433		9,793			3,081,597			43,455.74		9,318.84		3,452.45		56,227
08/12/10		20		31		10	%		123,264		25,372		26,536			2,958,333			41,241.50		8,488.88		8,878.39		58,609
09/12/10		21		31		10	%		123,264		24,310		25,475			2,835,069			39,140.09		7,719.29		8,089.10		54,948
10/01/10		22		19		10	%				-		14,963			2,835,069			0.00		0.00		4,601.34		4,601
10/12/10		23		11		10	%		123,264		23,283		8,663			2,711,806			37,208.46		7,028.27		2,615.02		46,852
11/12/10		24		31		10	%		123,264		22,222		23,352			2,588,542			35,312.55		6,366.07		6,689.86		48,368
12/12/10		25		30		10	%		123,264		21,195		21,571			2,465,278			33,569.82		5,772.14		5,874.67		45,217
01/01/11		26		20		10	%				-		13,696			2,465,278			0.00		0.00		3,606.23		3,606
01/12/11		27		11		10	%		123,264		20,133		7,533			2,342,014			31,859.31		5,203.69		1,947.01		39,010
02/12/11		28		31		10	%		123,264		19,072		20,167			2,218,750			30,235.95		4,678.17		4,946.85		39,861
03/12/11		29		28		10	%		123,264		18,113		17,257			2,095,486			28,840.91		4,238.01		4,037.74		37,117
04/01/11		30		20		10	%				-		11,642			2,095,486			0.00		0.00		2,633.58		2,634
04/12/11		31		11		10	%		123,264		17,052		6,403			1,972,222			27,371.35		3,786.37		1,421.82		32,580
05/01/11		32		19		10	%		123,264		16,401		10,409			1,848,958			26,507.91		3,527.02		2,238.46		32,273
06/01/11		33		31		10	%		123,264		15,340		15,922			1,725,694			25,157.23		3,130.68		3,249.56		31,537
07/01/11		15		30		10	%				-		14,381			1,725,694			0.00		0.00		2,790.20		2,790
07/12/11		16		11		10	%		123,264		13,936		5,273			1,602,431			23,475.96		2,654.09		1,004.26		27,134
08/12/11		17		31		10	%		123,264		12,874		13,799			1,479,167			22,279.77		2,327.00		2,494.15		27,101
09/12/11		18		31		10	%		123,264		11,813		12,737			1,355,903			21,144.53		2,026.35		2,184.89		25,356
10/01/11		19		19		10	%				-		7,156			1,355,903			0.00		0.00		1,188.81		1,189
10/12/11		20		11		10	%		123,264		10,786		4,143			1,232,639			20,101.02		1,758.84		675.61		22,535
11/12/11		21		31		10	%		123,264		9,724		10,614			1,109,375			19,076.79		1,504.95		1,642.66		22,224
12/12/11		29		30		10	%		123,264		8,697		9,245			986,111			18,135.32		1,279.55		1,360.18		20,775
01/01/12		30		20		10	%				-		5,478			986,111			0.00		0.00		779.22		779
01/12/12		31		11		10	%		123,264		7,636		3,013			862,847			17,211.26		1,066.14		420.70		18,698
02/12/12		32		31		10	%		123,264		6,574		7,430			739,583			16,334.28		871.16		984.58		18,190
03/12/12		33		29		10	%		123,264		5,581		5,958			616,319			15,554.37		704.27		751.83		17,010
04/01/12		34		20		10	%				-		3,424			616,319			0.00		0.00		417.73		418
04/12/12		35		11		10	%		123,264		4,520		1,883			493,056			14,761.82		541.27		225.50		15,529
05/12/12		36		30		10	%		123,264		3,492		4,109			369,792			14,033.30		397.61		467.80		14,899
06/12/12		37		31		10	%		123,264		2,431		3,184			246,528			13,318.25		262.67		344.02		13,925
07/01/12		38		19		10	%				-		1,301			246,528			0.00		0.00		136.13		136
07/12/12		39		11		10	%		123,264		1,404		753			123,264			12,660.97		144.19		77.34		12,883
8/12/2012		40		31		10	%		123,264		342		1,061			(0	)		12,015.85		33.38		103.43		12,153
	Total								4,437,500		670,076		1,043,296						1,221,711		238,531		504,766		1,965,008	{c}
											(1)

Recap: Gross Value of Debentures outstanding

Original face amount	$	5,000,000
Less: Conversions/payments to date		(562,500	)
Gross at 11/20/08	$	4,437,500	(2)

				(Discount)	(DFC)		(Makewhole Interest)
	Principal Value	5,000,000
	BCF Discount	(2,402,220	)	2,402,220
	Placement fees	(402,960	)		402,960	{a}
	Make whole payments						392,615
Amortization of Debt Discount	Total Discount and Deferred Financing Costs	(2,805,180	)	2,402,220	402,960		392,615
This schedule is the original amortization schedule with PV total that is used to calculate the difference in the cash flows to determine if a substantial modification took place when the terms changed.	CV	2,194,820
	Effective Interest Rate	61.6286	%	-----> Effective interest rate under the original terms of the debt

			Days O/S		Rate			Principal Payment		Make whole payments		Interest		Outstanding balance			PV Principal		PV Make Whole		PV Interest		PV total
09/12/08
10/31/08										Balance at modification					4,437,500	(1)								-
									1,972,222	shares @			0.73					1,439,722						1,439,722	(A)
11/01/08		1		1		10	%			bal after modification					2,600,047	(2)								-
01/01/09		1		61		10	%						44,056		2,600,047			0.00		0.00		39,747.73		39,748
04/01/09		3		90		10	%						65,001		2,600,047			0.00		0.00		50,383.37		50,383
07/01/09		4		91		10	%						65,723		2,600,047			0.00		0.00		43,692.99		43,693
09/12/09		5		73		10	%		72,224		21,567		52,723		2,527,823			42,451.03		12,676.35		30,989.16		86,117
10/01/09		6		19		10	%				-		13,341		2,527,823			0.00		0.00		7,594.12		7,594
10/12/09		7		11		10	%		72,224		20,965		7,724		2,455,599			40,356.01		11,714.45		4,315.91		56,386
11/12/09		8		31		10	%		72,224		20,343		21,145		2,383,376			38,299.71		10,787.75		11,213.07		60,301
12/12/09		9		30		10	%		72,224		19,741		19,861		2,311,152			36,409.57		9,951.95		10,012.40		56,374
01/01/10		10		20		10	%				-		12,840		2,311,152			0.00		0.00		6,258.19		6,258
01/12/10		11		11		10	%		72,224		19,119		7,062		2,238,929			34,554.36		9,147.31		3,378.72		47,080
02/12/10		12		31		10	%		72,224		18,497		19,280		2,166,705			32,793.68		8,398.82		8,754.24		49,947
03/12/10		13		28		10	%		72,224		17,936		16,852		2,094,482			31,280.62		7,768.02		7,298.75		46,347
04/01/10		14		20		10	%				-		11,636		2,094,482			0.00		0.00		4,872.45		4,872
04/12/10		15		11		10	%		72,224		17,314		6,400		2,022,258			29,686.75		7,116.57		2,630.66		39,434
05/12/10		16		30		10	%		72,224		16,712		16,852		1,950,035			28,221.67		6,530.18		6,585.00		41,337
06/12/10		17		31		10	%		72,224		16,090		16,792		1,877,811			26,783.66		5,966.80		6,227.21		38,978
07/01/10		18		19		10	%				-		9,911		1,877,811			0.00		0.00		3,559.49		3,559
07/12/10		19		11		10	%		72,224		15,488		5,738		1,805,588			25,461.85		5,460.15		2,022.89		32,945
08/12/10		20		31		10	%		72,224		14,866		15,548		1,733,364			24,164.47		4,973.85		5,202.03		34,340
09/12/10		21		31		10	%		72,224		14,244		14,926		1,661,141			22,933.19		4,522.94		4,739.47		32,196
10/01/10		22		19		10	%				-		8,767		1,661,141			0.00		0.00		2,695.98		2,696
10/12/10		23		11		10	%		72,224		13,642		5,076		1,588,917			21,801.41		4,118.04		1,532.24		27,452
11/12/10		24		31		10	%		72,224		13,020		13,682		1,516,694			20,690.54		3,730.04		3,919.61		28,340
12/12/10		25		30		10	%		72,224		12,418		12,639		1,444,470			19,669.43		3,382.05		3,442.12		26,494
01/01/11		26		20		10	%				-		8,025		1,444,470			0.00		0.00		2,113.03		2,113
01/12/11		27		11		10	%		72,224		11,797		4,414		1,372,247			18,667.19		3,048.98		1,140.86		22,857
02/12/11		28		31		10	%		72,224		11,175		11,817		1,300,023			17,716.03		2,741.06		2,898.64		23,356
03/12/11		29		28		10	%		72,224		10,613		10,111		1,227,800			16,898.64		2,483.16		2,365.74		21,748
04/01/11		30		20		10	%				-		6,821		1,227,800			0.00		0.00		1,543.01		1,543
04/12/11		31		11		10	%		72,224		9,991		3,752		1,155,576			16,037.58		2,218.53		833.15		19,089
05/01/11		32		19		10	%		72,224		9,610		6,099		1,083,353			15,531.67		2,066.58		1,311.59		18,910
06/01/11		33		31		10	%		72,224		8,988		9,329		1,011,129			14,740.27		1,834.35		1,903.98		18,479
07/01/11		15		30		10	%				-		8,426		1,011,129			0.00		0.00		1,634.81		1,635
07/12/11		16		11		10	%		72,224		8,165		3,090		938,906			13,755.18		1,555.10		588.50		15,899
08/12/11		17		31		10	%		72,224		7,543		8,085		866,682			13,054.30		1,363.45		1,461.35		15,879
09/12/11		18		31		10	%		72,224		6,921		7,463		794,459			12,389.13		1,187.29		1,280.19		14,857
10/01/11		19		19		10	%				-		4,193		794,459			0.00		0.00		696.57		697
10/12/11		20		11		10	%		72,224		6,320		2,428		722,235			11,777.71		1,030.55		395.94		13,204
11/12/11		21		31		10	%		72,224		5,698		6,219		650,012			11,177.59		881.79		962.48		13,022
12/12/11		29		30		10	%		72,224		5,096		5,417		577,788			10,625.96		749.72		796.98		12,173
01/01/12		30		20		10	%				-		3,210		577,788			0.00		0.00		456.61		457
01/12/12		31		11		10	%		72,224		4,474		1,765		505,565			10,084.52		624.68		246.45		10,956
02/12/12		32		31		10	%		72,224		3,852		4,353		433,341			9,570.68		510.44		576.84		10,658
03/12/12		33		29		10	%		72,224		3,270		3,491		361,118			9,113.71		412.65		440.52		9,967
04/01/12		34		20		10	%				-		2,006		361,118			0.00		0.00		244.73		245
04/12/12		35		11		10	%		72,224		2,648		1,103		288,894			8,649.33		317.14		132.09		9,099
05/12/12		36		30		10	%		72,224		2,046		2,407		216,671			8,222.47		232.97		274.03		8,729
06/12/12		37		31		10	%		72,224		1,424		1,866		144,447			7,803.51		153.90		201.61		8,159
07/01/12		38		19		10	%				-		762		144,447			0.00		0.00		79.73		80
07/12/12		39		11		10	%		72,224		823		441		72,224			7,418.39		84.49		45.30		7,548
8/12/2012		40		31		10	%		72,224		201		622		0			7,040.40		19.56		60.63		7,121
	Total								2,600,047		392,615		611,291					2,155,554		139,762		295,753		2,591,069	{b}

(A) Value of shares issued upon conversion of $3,254,000 of principle into 1,972,222 common shares pursuant to the amended debenture agreement

Recap: Gross Value of Debentures outstanding

Original face amount	$	5,000,000
Less: Conversions/payments to date		(562,500	)
Gross at 11/20/08	$	4,437,500	(1)
Less: Conversion described in (A)		(3,254,000	)
Add: Make whole int. due on conversion amount		1,416,700
Gross at 11/20/08 after modification	$	2,600,200	(2)