FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * HELM LARRY L   2. Issuer Name and Ticker or Trading Symbol PETROHAWK ENERGY CORP [HAWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Chief Adm Officer (Last) (First) (Middle) 1100 LOUISIANA SUITE 4400 3. Date of Earliest Transaction (Month/Day/Year) 07/15/2005 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/15/2005   J(1)   23,462 A $ 0 142,840 D   Common Stock 07/15/2005   J(2)   114,378 A $ 0 142,840 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants (right to buy)

$ 3.3

07/15/2005

J(3)

5,947

05/25/2004

05/25/2009

Common Stock

5,947

$ 0

65,570

D

Warrants (right to buy)

$ 3.3

07/15/2005

J(4)

59,623

05/25/2004

05/25/2009

Common Stock

59,623

$ 0

65,570

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELM LARRY L 1100 LOUISIANA SUITE 4400 HOUSTON, TX 77002			VP, Chief Adm Officer

Signatures

David S. Elkouri, Attorney in Fact		07/18/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents 23,462 shares of common stock distributed to the reporting person as part of a pro rata distribution by PHAWK, LLC to its members.
(2)	Represents 114,378 shares of common stock distributed to the reporting person as part of a pro rata distribution by FCW, LLC to its members, which distributed shares FCW, LLC received from PHAWK, LLC as part of a pro rata distribution of the Issuer's securities to its members.
(3)	Represents warrants to purchase 5,947 shares of common stock distributed to the reporting person as part of a pro rata distribution by PHAWK, LLC to its members.
(4)	Represents warrants to purchase 59,623 shares of common stock distributed to the reporting person as part of a pro rata distribution by FCW, LLC to its members, which distributed warrants FCW, LLC received from PHAWK, LLC as part of a pro rata distribution of the Issuer's securities to its members.

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