SecProbe.io

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August 31, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (281) 847-1791

Henry W. Sullivan
Chief Executive Officer
North American Technologies Group, Inc.
14315 West Hardy Road
Houston, Texas 77060

      Re: 	North American Technologies Group, Inc.
      Preliminary Proxy Statement on Schedule 14A
      Filed August 9, 2005
      File No. 000-16217
      Form 10-KSB for the year ended December 31, 2004
      Filed April 15, 2005
      File No. 000-16217

Dear Mr. Sullivan:

      This is to advise you that the staff has reviewed only those
portions of the above filing that relate to the following
comments.
No further review of the filing has been or will be made.  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 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 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.

Preliminary Proxy Statement on Schedule 14A, Filed August 9, 2005
Recent Transactions, page 3

1. Please expand your discussion to state why the Securities
Purchase
Agreement was made in conjunction with the Limited Waiver and
First
Amendment to the Construction Loan Agreement, as well as why the
proceeds from the debentures are not immediately available to you.
In addition, please disclose the maturity date of the amended loan
agreement, as required by Item 202(b)(1) of Regulation S-B.

2. Tell us supplementally of the basis for non-registration of
each
of these transactions under Section 5 of the Securities Act of
1933.

Proposal 2-Amendment to the Company`s Certificate of Incorporation
.
. . ., page 15

3. Since you are taking action with respect to the authorization
and
issuance of securities, you must provide the information called
for
by Items 11 and 13 of Schedule 14A.  Pursuant to Item 13(a),
please
include financial statements meeting the requirements of Item 310
of
Regulation S-B.  If you intend to incorporate this information by
reference, you must follow the procedures specified in Items 13(b)
and 13(c).  Refer to Notes A and F, as well as Item 11(e), of
Schedule 14A.

4. We note that if this proposal is approved by your shareholders,
there will be an increase in authorized, yet unissued, shares and
that you state such shares may be used in future acquisition
transactions.  Please disclose whether you are presently engaged
in
negotiations related to any acquisition transactions, including
transactions that would effect a change of control.  Your revised
disclosure should identify the parties with which you are
negotiating
or, if these identities are not known, the nature of the
business(es)
to be sought and the status of any negotiations with respect to a
material acquisition.

5. Please revise your discussion of this proposal to state the
aggregate consideration received from the Securities Purchase
Agreement as well as your intended use of the proceeds.  See
Schedule
14A, Item 11(c).

Form 10-KSB for the Year Ended December 31, 2004
Item 8A.  Controls and Procedures, page 19

6. In future filings, please expand the discussion of your
material
weakness in internal controls to address the basis for
management`s
belief that newly implemented procedures will eliminate your
identified material weakness.

7. Disclose how in light of your material weakness in internal
controls, your certifying officers nevertheless concluded that
your
disclosure controls and procedures were effective.

      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.

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
with any questions.  Alternatively, you may contact me at (202)
551-
3767.

Sincerely,

Jennifer Hardy
Branch Chief

cc: 	John R. Boyer, Esq. (via facsimile 713/871-2024)
      John W. Menke, Esq.
      Boyer & Ketchand, PC
      Nine Greenway Plaza, Suite 3100
      Houston, Texas 77046-0904
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Henry W. Sullivan
North American Technologies Group, Inc.
August 31, 2005
Page 1

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

           DIVISION OF
CORPORATION FINANCE

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