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   Filed by Automated Filing Services Inc. (604) 609-0244 - Dynamic Oil & Gas, Inc. - Correspondence

July 15, 2005

 United States Securities

  and Exchange Commission

  Division of Corporate Finance

  Mail Stop 05-05

  Washington, D.C. 20549-0405

    Re:
    Dynamic Oil & Gas, Inc. (“Dynamic”)

        Form 20-F for Fiscal Year Ended December 31, 2004

        Filed March 31, 2005

        File No. 0-17551

        Your Comment Letter Dated June 13, 2005

 Dear Sirs:

 In connection with the above-referenced comment letter, our responses are as follows:

Form 20-F for the Fiscal Year Ended December 31, 2004

General

 SEC comment:

    1.
     Please include the most recent fiscal year covered by your report
      on the front page of your filing to comply with the form requirements.

 Management’s response:

In future filings of our Form 20-F, we will ensure that the front page includes the most recent fiscal year covered by the report.

Operating and Financial Review and Prospects, page 41

Executive Overview

 SEC comment:

    2.
     We note your disclosures in your executive overview,
        financial results, and selective financial data of various measures labeled
        “cash flows from operations,” which are not commensurate with
        the amounts reported as cash flows provided by operating activities in
        your statements of cash flows. Additionally, we note your disclosure on
        page 8 indicating these non-GAAP measures demonstrate your ability “...to
        generate the cash flow necessary to fund future growth though capital
        investment and to repay debt.” The disclosure of non-GAAP liquidity
        measures that exclude the effects of changes in working capital items,
        which are typically settled in cash, is not generally permissible under
        the guidance in Item 10(e)ii(A) of Regulation S-K.

Management’s response:

 Dynamic’s use and determination
  of the non-GAAP measure, “cash flow from operations” has been historically
  consistent with disclosures used by certain leading Canadian oil and gas public
  companies. This measure excluded the effects of changes in working capital items.

 Management’s review of disclosures
  relating to 2004 financial results of Canadian oil and gas companies shows that
  the non-GAAP measure discussed above is still being used for peer-group comparative
  purposes. However, some companies have recently moved toward disclosing a GAAP
  measure that includes the effects of changes in working capital items, entitled,
  “cash flow from operating activities”.

 While it is yet unclear to Dynamic’s
  management that the above GAAP measure has been fully adopted as industry convention,
  we will adopt the GAAP approach in our future filings.

Financial Statements, page F-1

General

 SEC comment:

    3.
     We note that you have not disclosed your accounting
        policies for either exploratory drilling costs or buy/sell arrangements.
        Please submit the disclosure revisions that you believe would be responsive
        to our February 11, 2005 Industry Letter, posted on our website at www.sec.gov/divisions/corpfin/guidance/oilgas011105.htm.

 Management’s response:

Exploratory Drilling Costs

 Our current accounting policy disclosure
  note regarding our treatment of exploratory drilling costs states “Geological
  and geophysical costs are expensed in the period in which they are incurred
  and costs of drilling and unsuccessful well are expensed when it becomes known
  the well did not result in a discovery of proved reserved or where one year
  has elapsed since the completion of drilling and near-term efforts to establish
  proved reserves are not foreseeable, intended, or in the Company’s control”

 We will strengthen future disclosures
  by replacing the above disclosure or blending in the following words to our
  accounting policy notes:

 “Exploration drilling costs
  are capitalized pending evaluation as to whether sufficient quantities of reserves
  have been found to justify commercial production. If commercial quantities of
  reserves are not found, exploration drilling costs are expensed. All exploratory
  wells are evaluated for commercial viability within twelve months of completion.
  Exploration wells that discover potentially-commercial quantities of reserves
  in areas requiring major expenditures before the commencement of production
  and where commercial viability requires the drilling of additional exploratory
  wells, remain capitalized as

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long as the drilling of the additional exploratory wells is underway or firmly planned.”

Buy/Sell Arrangements

Dynamic is not party to any buy/sell arrangements. A future note will be provided so stating.

Statements of Operations and (Deficit) Retained Earnings, page F-3

 SEC comment:

    4.
    We note that you present unlabeled subtotals of
        revenues less royalties and production costs, but excluding amortization
        and depletion and exploration expense; and that you also present a measure
        of earnings from operations excluding these items. Similarly, you present
        unlabeled subtotals within the operating section of your Statements of
        Cash Flows on page F-4. Tell us how you characterize the unlabeled items
        and explain the significance that you impart to each of these measures,
        and which you believe would be helpful for your readers to understand.

 Management’s response:

 The use of the labeled and unlabeled
  subtotals to which you refer results from our historical presentation.

 In future filings, we will present
  “Net Sales” (after Royalties and before Production Costs). Production
  Costs will be included with Expenses, along with Amortization and Depletion,
  and Exploration Expenses.

 In our Statements of Cash Flows (re
  page F-4), use of the unlabeled subtotal within Operating Activities will be
  discontinued (see comments to 2. above).

Engineering Comments

Business Overview, page 19

Concentration of Operations, page 20

 SEC comment:

    5.
     You indicate that the St. Albert property is
        your main producing property with it contributing 69% of your production.
        In future filings, please expand your disclosure to include all the requirements
        of Item 102 of Regulation S-K such as reserves, development and the nature
        of your interest.

 Management’s response:

In future filings, we will expand our information with respect to core properties.

 Estimated Reserves of Crude Oil, Natural Gas and Natural
  Gas Liquids, page 28 Reconciliation of Company Interest Proved Reserves
  (After Royalties), page 30

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 SEC comment:

    6.
    We note the 22% negative reserve revision in 2004.
        In as much detail as necessary, please explain this revision to us. You
        may submit technical evidence such as production decline curves, cumulative
        production over time, pre-drilling reserve estimates versus post-drilling
        results, etc. We may have further comments.

Management’s response:

Negative Reserve Revisions in 2004

 The total proved negative reserve
  revisions of 1,228 mboe during 2004 were made up primarily of a net decrease
  of 5,382 mmcf (897 mboe) in proved gas reserves and a net decrease of 301 mbbl
  in light and medium oil reserves.

 Of the 5,382 mmcf net decrease in
  proved gas reserves, 5,895 mmcf was due to technical revisions primarily associated
  with our Cypress field. Cypress revisions were effected by a combination of
  higher-than-expected decline rates from five producing wells and lower reserve
  and production expectations in two standing gas wells.

 Also included in our technical revisions
  to our proved gas reserves was a reassignment of 1,179 mmcf of proved reserves
  to the probable category due to higher-than-expected declines at our St Albert
  6-1-54-26W4 well and a decrease of approximately 617 mmcf due-to third-party,
  acid-gas contamination of our St Albert 10-22-53-26W4 well.

 The following table shows our gas
  wells with significant negative reserve revisions in 2004 and the basis
  for the revisions:

     Dec 31/03

     Dec 31/04

     Production

    Revision

     Location
     (mmcf)

     (mmcf)

     (mmcf)

     (mmcf)

     Basis for Revision

     Cypress

     00/d-38-E/94-B-9/0
     838

     -

     141

     (697)

     Well performance

     00/a-70-F/94-B-15/0
     885

     174

     133

     (578)

     Well performance

     00/d-67-F/94-B-15/0
     976

     61

     451

     (464)

     Well performance

     00/d-67-F/94-B-15/2
     698

     261

     327

     (110)

     Well performance

     00/b-27-G/94-B-15/0
     608

     -

     -

     (608)

     Uneconomic to tie-in

     based on well test

     02/b-27-K/94-B-15/0
     1,242

     -

     83

     (1,159)

     Well performance

     00/b-79-F/94-B-15/0
     483

     -

     -

     (483)

     Uneconomic to tie-in

     based on off-target

     penalty

     St Albert

     00/6-1-54-26W4/2
     7,283

     4,699

     1,405

     (1,179)

     Portion of proved

     reserves re-assigned to

     probable based on well

     performance

     00/10-22-53-26W4/0
     634

     -

     17

     (617)

     Uneconomic to produce

     due to acid gas

     contamination by third

     party

     Total
     13,647

     5,195

     2,557

     (5,895)

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 The net decrease in our proved oil
  reserves of 301 mbbl was primarily due to technical revisions, of which 274
  mbbls were associated with our St Albert field. St Albert revisions were effected
  by a combination of higher-than-expected decline rates from eight producing
  wells and lower reserve and production expectations in one infill drilling location.

 The following table shows our oil
  wells with significant negative reserve revisions in 2004 and the basis
  for the revisions:

    Dec 31/03

    Dec 31/04

    Production

    Revision

     Location
     (mbbl)

     (mbbl)

     (mbbl)

     (mbbl)

     Basis for Revision

     St Albert

     03/5-25-53-26W4/3
     75.8

     49.4

     12.2

     (14.2)

     Well performance

     00/11-25-53-26W4/3
     27.2

     3.1

     10.8

     (13.3)

     Well performance

     00/13-25-53-26W4/0
     56.1

     32.6

     6.3

     (17.2)

     Well performance

     03/13-25-53-26W4/6
     102.1

     29.0

     30.4

     (42.7)

     Well performance

     00/6-25-53-26W4/6
     75.8

     -

     0.4

     (75.4)

     Well performance

     03/10-36-53-26W4/2
     48.8

     18.6

     0.6

     (29.6)

     Well performance

     00/15-36-53-26W4/2
     21.2

     9.4

     3.2

     (8.6)

     Well performance

     02/3-1-54-26W4/3
     24.5

     -

     -

     (24.5)

     Well performance

     05/3-1-54-26W4/1
     48.8

     -

     -

     (48.8)

     Reserves re-

     assigned as probable

     based on offset well

     performance

     Total
     480.3

     142.1

     63.9

     (274.3)

Net Present Value of Reserves, page 30
 SEC comment:

    7.
     We note that you only provide the net present
        value of reserves before income tax. FASB 69 requires that you provide
        the Standardized Measure of Net Present Value which is the Net Present
        Value of reserves after tax. In future filings, please include this or
        tell us why it is not necessary.

  Management’s response:

 For information purposes, our net
  present value of 2004 reserves before income tax has been included as an attachment
  to Form 20-F under Item 2.1(2) of our Form 51-101 – Report of Management
  and Directors on Canadian Oil and Gas Disclosure.

 In future filings, the net present
  value of reserves before income tax will be included in the body of Form 20-F.

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Management’s Closing Comments

 In connection with the above comments, Dynamic hereby acknowledges
  that: it 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 Dynamic 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.

Sincerely,

 Dynamic Oil & Gas, Inc.

    Per:
    “Michael A. Bardell”

       Michael A. Bardell

        Chief Financial Officer

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