SecProbe.io

February 13, 2020
Paul Wallace
Chief Executive Officer
FEC Resources Inc.
Suite 2300, Bentall 5, 550 Burrard Street
Vancouver, BC, V6C 2B5
Re:FEC Resources Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed February 3, 2020
File No. 333-235559
Dear Mr. Wallace:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 8, 2020 letter.
Form F-1/A filed February 3, 2020
Prospectus Cover Page, page 3
1.In your response to comment 1, you state that your "intent is to register (A) the
distribution of the Rights to our shareholders; (B) the distribution of the Common Shares
to shareholders who exercise their Rights; and (C) the resale of Common Shares by
shareholders who exercise their Rights."  Please revise your disclosure in the prospectus
cover page header and in the third paragraph to clarify that you also are registering the
distribution of Common Shares to shareholders who exercise their Rights.  In addition,
please file the subscription agreement and the form of rights certificate as exhibits with
your next amended registration statement.

 FirstName LastNamePaul Wallace
 Comapany NameFEC Resources Inc.
 February 13, 2020 Page 2
 FirstName LastName
Paul Wallace
FEC Resources Inc.
February 13, 2020
Page 2
Prospectus Summary
Our Company, page 6
2.We note the discussion at pages 30 to 36 under the caption "Forum Energy Limited."  You
state that Forum Energy Limited ("FEL") "was established through the consolidation in
2005 of the Philippine assets of FEC Resources, Inc. of Canada, and Sterling Energy Plc
of the UK into one corporate entity" and that you and FEL "are both ultimately under the
control of PXP Energy Corporation and are therefore affiliates."  We also note your
response to prior comment 2, and we re-issue that comment in part.  Please provide us
with a more complete analysis and additional precedent to explain why your 6.8% interest
in FEL supports your reliance on Section 3(c)(9) of the Investment Company Act.
U.S. Federal Income Tax Considerations, page 10
3.The following disclosure, providing your opinion as to the tax consequences of the
distribution, appears inconsistent with your response to comment 3: “It is our opinion, that
the distribution of Rights to U.S. holders of our Common Shares or of rights to acquire
Common Shares should be treated, for U.S. federal income tax purposes, as a non-taxable
distribution under Section 305(a) of the Internal Revenue Code of 1986 . . . .”  Please
further revise your disclosure to address that comment or in the alternative file a tax
opinion as an exhibit.

            Please contact Parhaum J. Hamidi, Attorney-Adviser, at (202) 551-3421 or, in
his absence, Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Scott Lawler, Esq.