May 16, 2005


via facsimile and U.S. mail

Mr. Robert W. Peshek
Senior Vice President and Chief Financial Officer
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720

	Re:	Belden & Blake Corporation
		10-K for the year ended December 31, 2004
		File No. 0-20100


Dear Mr. Peshek:

      We have reviewed the above filing and have the following
accounting comments.  Our review has been limited to the matters
specifically addressed in this letter.  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
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-K for the year ended December 31, 2004

Financial Statements, page F-1

Consolidated Statements of Shareholders` Equity (Deficit), page F-
5

1. We note you repurchased stock options in each period presented
as
well as you made payments to optionholders in conjunction with the
merger.  Explain to us in detail how you accounted for these
transactions.  In your response tell us what consideration you
gave
to the guidance found in Question 14 of FIN 44.

Consolidated Statements of Cash Flows, page F-6

2. Explain to us your basis for presenting the line item
"Transaction
expenses" as an adjustment to reconcile Income from continuing
operations to net cash provided by continuing operations as well
as a
component of Cash flows from financing activities.

3. Revise your Consolidated Statements of Cash Flows to reconcile
Net
income (loss) to Cash flows from operating activities rather than
reconciling Income (loss) from continuing operations to Net cash
provided by continuing operations, or explain to us why you
believe
your current presentation is appropriate under SFAS 95.

Note (1) - Merger, page F-9

4. Please explain to us why you reflected the change in fair value
of
certain hedges from July 1, 2004 to July 7, 2004 in the
predecessor
company period ended July 1, 2004.  It is our understanding you
completed the merger as of July 7, 2004; however, the purchase was
effective July 1, 2004.

Note (6) - Derivatives and Hedging, page F-16

5. You state, "The changes in fair value of non-qualifying
derivative
contracts will be initially reported in expense in the
consolidated
statements of operations as derivative fair value (gain) loss and
will ultimately be reversed within the same line item and included
in
oil and gas sales over the respective contract terms."  Although
there is no guidance in SFAS 133 regarding the classification of
derivatives that do not qualify for hedge accounting, we generally
believe that reclassification of these gains and losses is not
appropriate.  Guidance regarding this matter may be found at
Section
II.K.2. of the Current Accounting and Disclosure Issues in the
Division of Corporation Finance on our website at
http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P656_106359
..
Revise your statements of operations accordingly, or explain to us
why no revision is necessary.

6. Clarify what you mean when you state, "On January 17 and 18,
2003,
we monetized 9,350 Bbtu of our 2002 natural gas hedge position at
a
weighted average NYMEX price of $2.53 per Mmbtu and 3,840 Bbtu of
our
2003 natural gas hedge position at a NYMEX price of $3.01 per
Mmbtu."
Tell us how you accounted for these transactions, and cite the
authoritative accounting literature you relied upon to support
this
accounting treatment.





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
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.

      Direct questions regarding accounting issues and related
disclosures to Ryan Milne, at (202) 942-2872 or, in his absence,
to
Jenifer Gallagher, at (202) 942-1923.  After May 20, 2005, they
may
be reached at (202) 551-3688 and (202) 551-3706, respectively.
Direct
questions relating to all other disclosure issues to the
undersigned
at (202) 942-1870.  Direct all correspondence to the following ZIP
code: 20549-0405.



							Sincerely,



							H. Roger Schwall
							Assistant Director
Mr. Robert W. Peshek
Belden & Blake Corporation
May 16, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE