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                    FEC Resources Inc.

                    Suite 2300, Bentall 5, 550 Burrard Street

                      Vancouver, British Columbia

                      V6C 2B5

      June 2, 2020

      Timothy S. Levenberg

      Division of Corporation Finance

      Office of Energy & Transportation

      US Securities and Exchange Commission

      Washington, D.C. 20549

      Re:        FEC Resources Inc. (the “Company”)

      Amendment No. 3 to Registration Statement on Form F-1

      Filed May 12, 2020

      File No. 333-235559

      Dear Levenberg:

      Please find attached to this correspondence revised pages from our Registration Statement on Form F-1 that have been marked to reflect changes made to the document subsequent to the filing of our Amendment No. 3 to
        such Registration Statement.  These changes have been made to reflect the point discussed during a telephone conversation held on Thursday, May 21, 2020, between members of the SEC staff and our legal counsel.

      Sincerely,

      /s/ Paul Wallace

      Paul Wallace

  The information in this preliminary prospectus is not complete and may be
    changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these
    securities in any jurisdiction where the offer or sale is not permitted.

  Subject to Completion. Dated June  X, 2020.

  Rights to Purchase up to 818,287,530 Common Shares

    Sale of up to 818,287,530 Common Shares

  Resale of up to 818,287,530 Common Shares

  FEC RESOURCES INC.

  __________________________

  We are a Canadian corporation and we have no subsidiaries.  We currently hold 6.80% of the issued and outstanding capital of Forum Energy Limited, a private company incorporated under the laws of
    England and Wales.

  We are engaged in investment in companies in the natural resource sector.

        We have prepared this prospectus for the purposes of (a) completing a rights offering to our
            shareholders giving them the right to purchase up to 818,287,530 shares of our Common Shares; (b) our distribution of
            our Common Shares to our shareholders who exercise their Rights; and (c) allowing the shareholders that elect to
            exercise such rights to use a "shelf" registration process to resell the Common Shares which they will acquire from us on the exercise of the Rights.  We will receive proceeds only from the sale of these shares to our shareholders.

    We are distributing, at no charge, to holders of our outstanding Common Shares, transferable subscription rights, which we refer to herein as the “Rights,” to purchase in the aggregate up to
      818,287,530 of our Common Shares at a cash subscription price of $0.00225 per share. We refer to the offering and sale of our Common Shares through the Rights as the “Rights Offering”. Shareholders will be able to exercise their Rights by following
      the directions on page 2 of the Rights Certificate and filling out Form 1 on the face of the Rights Certificate provided with this prospectus and following the other terms of purchase set forth herein.

  In the Rights Offering, you will receive forty (40) Rights for each twenty (20) Common Shares you held as of 5:00 p.m. Pacific Daylight Time, on June 15 , 2020, the record date for the Rights
    Offering (the “Record Date”).

  Each Right will entitle you to purchase one (1) of our Common Shares at a subscription price of $0.00225 per share.  The subscription price was determined by our Board of Directors.  You will not
    receive any Rights in our Rights Offering unless you held, as of the Record Date, our Common Shares.  We will not issue fractional Common Shares. If you exercise your Rights in a manner that would result in the issuance of fractional shares, the number
    of Common Shares that you may purchase will be rounded down to the nearest share.

  You may exercise your Rights at any time beginning on the effective date of this prospectus and before the expiration of the Rights Offering, on July 31, 2020, at 5:00 p.m., Pacific Daylight Time,
    which is XX calendar days after the effective date of this prospectus, unless we extend the Rights Offering period, as determined at our sole discretion, for up to XX (XX) calendar days.

  We reserve the right to cancel the Rights Offering for any reason at our sole discretion any time before the expiration date. If we cancel the Rights Offering, any and all subscription payments that
    have been received by our Subscription Agent will be returned as soon as reasonably possible, without interest or penalty. Moreover, the Rights certificates will not be mailed to you if your address is outside the United States and Canada or if you
    have an army post office or a foreign post office address. Foreign shareholders can subscribe for shares under the Rights Offering but such subscription will be subject to compliance with applicable law. As a result, we expect that less than all of the
    Rights will be exercised and we therefore cannot estimate the amount of funds that we will be able to raise from this offering.

  Computershare Investor Services Inc. (referred to in this prospectus as the “Subscription Agent”) will serve as the Subscription Agent for the Rights Offering. The Subscription Agent will hold in
    escrow the funds we receive from subscribers until we complete or cancel the Rights Offering.

  Laurel Hill Advisory Group (referred to in this prospectus as the “Information Agent”) will act as our Information Agent in connection with the Rights Offering. You may contact them directly with any
    questions or comments by telephone at 1-877-452-7184 (toll-free in North America), or at 416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

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  We are directly offering the Rights and the Common Shares issuable upon exercise of the Rights. We have not engaged the services of any underwriters or selling agents. We will bear all costs, expenses
    and fees in connection with the registration of the Common Shares issuable upon exercise of the Rights.

  Our Common Shares are traded on the OTC Markets Pink Current Information under the symbol FECOF. The Common Shares that we issue in connection with the Rights Offering will also trade on the Pink
    Current Information market under the same symbol. The Rights will not be listed for trading on the Pink Current Information market or any other stock exchange or market. On May 21 , 2020, the last reported sale price for our Common Shares was
    $0. 0014 per share. As of the record date for the Rights Offering, our company had 409,143,765 Common Shares issued and outstanding.

  Neither our Board of Directors nor our management has made any recommendations regarding the exercise of the Rights. You may not revoke or revise any exercises of Rights once made, unless we cancel or
    make a fundamental change to the terms and conditions of the Rights Offering. You should carefully read this entire prospectus before you make any investment decision. Investing in our Common Shares involves certain
      risks. See “Risk Factors” beginning on page 18 to read about factors you should consider before exercising your Rights.

  Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal offense.

  ____________________

  The date of this prospectus is       , 2020.

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          Subscription Price

          The subscription price is $0.00225 per share, payable in cash. The subscription price was determined by our Board of Directors by reference to the recent trading activity of the Company’s Common Shares.  To be
            effective, any payment related to the exercise of a Right must be received by the Subscription Agent before the expiration of the Rights Offering as described below.

          After the date of this prospectus, our Common Shares may trade at prices below the subscription price.  In that event, our Board of Directors may change the subscription price of this offering or determine to
            cancel or otherwise alter the terms of the Rights Offering.

          Subscription Right

          Each Right will entitle you to purchase one (1) of our Common Shares at a subscription price of $0.00225 per share.  See the section in this prospectus under the caption: “The Rights Offering—The Rights.”

          Record Date

          5:00 p.m., Pacific Standard Time, on June 15 , 2020.

          Expiration of the Offering Period

          5:00 p.m., Pacific Standard Time, on July 31 , 2020 which is XX calendar days after the effective date of this prospectus.  We may extend, in our sole discretion, the expiration of the offering period for
            exercising your Rights for a period not to exceed eight calendar days.

          No Fractional Shares

          You may only exercise your Rights to purchase shares in whole numbers.  We will not issue fractional Common Shares. If you exercise your Rights in a manner that would result in the issuance of fractional shares,
            the number of shares that you may purchase will be rounded down to the nearest share.

          Use of Proceeds

          We intend to use the net proceeds from the Rights Offering for general working capital purposes primarily the payment of administrative expenses and to provide the Company with funds for investment opportunities
            including participation, in any fund raising for Forum Energy Limited in order to maintain our percentage ownership interest in that company.  See the section in this prospectus under the caption: “Use of Proceeds.”

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  What is the Rights Offering?

  The Rights Offering is our distribution, at no charge, to certain holders of our outstanding Common Shares (as described further below), of transferable Rights to purchase additional Common Shares. The
    price for exercise of the Rights and subscription for the purchase of our Common Shares is $0.00225 per share, which was set by our Board of Directors by reference to the recent trading activity of the Company’s Common Shares.  There is no charge to
    security holders related to the distribution of the Rights. All references in this prospectus to the Rights Offering subscription price of $0.00225 per share refer to the price per whole share.

  Why are we conducting the Rights Offering?

  We are conducting the Rights Offering to finance our general working capital and to fund investment opportunities in Forum Energy Limited in order to maintain our percentage ownership interest in that
    company. See the section of this prospectus under the caption: “Use of Proceeds.”

  Who may participate in our Rights Offering?

  Only shareholders of our Company as of 5:00 pm Pacific Daylight Time on the record date of June 15 , 2020, may participate in the Rights Offering. The Subscription Agent will not mail Rights
    certificates to shareholders whose addresses are outside the United States and Canada or to shareholders who have an army post office or a foreign post office address. Foreign shareholders will receive written notice of the Rights Offering and they can
    subscribed for shares under the Rights Offering but such subscription will be will be subject to compliance with applicable law.

  How many Rights will I receive?

  We will grant you forty (40) Rights for each twenty (20) of our Common Shares  you held as of 5:00 p.m. Pacific Daylight Time, on the Record Date.  Each Right will entitle you to purchase one (1) of
    our Common Shares at a subscription price of $0.00225 per share. At your own choosing, you may exercise some or all of your Rights. You may also elect not to exercise any Rights at all.

  Will fractional Common Shares be issued upon exercise of the Rights?

  No. We will not issue fractional Common Shares. If you exercise your Rights in a manner that would result in the issuance of fractional shares, the number of shares that you may purchase will be
    rounded down to the nearest share.

  What if I own my Common Shares through a brokerage account or similar nominee account?

  If you hold your shares in the name of a broker, dealer, bank or other nominee and you wish to participate in the Rights Offering and purchase our Common Shares, please contact your broker, dealer,
    bank or other nominee as soon as possible. You should complete and return to your nominee the form captioned “Beneficial Owner Election Form” or other form supplied by your nominee. You should receive the form from your broker, dealer, bank or other
    nominee with the other Rights Offering materials. We assume no responsibility in respect of the timely administration of your broker, dealer, bank or other nominee to perform its obligations on your behalf.

  How was the subscription price determined?

  The subscription price of $0.00225 per share was determined by our Board of Directors by reference to the recent trading activity of the Company’s Common Shares.  In making its determination, the Board
    considered many factors, including the historical and current trading prices of our Common Shares, as well as current trends and conditions in capital markets. The subscription price was not determined on the basis of any investment bank or third-party
    valuation that was commissioned by our company. The Board of Directors reserves the right, exercisable in its sole discretion, to change the subscription price of the Rights Offering or determine to cancel or otherwise alter the terms of the Rights
    Offering. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

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  May I transfer my Rights?

  Yes. The Rights are transferable. You may sell, give away or otherwise transfer your Rights. Rights may also be assigned to family members or family trusts. The Rights are also subject to transfer by
    operation of law (such as testate or intestate succession). The sale of any of your Common Shares prior to the expiration of the Rights Offering period will not result in the transfer of any Rights. However, any such transfer may be subject to
    applicable securities laws and/or restrictions in the jurisdiction(s) of the potential transfer.

  Are there any limitations on the number of my Rights that I may exercise?

  There are no restrictions on the number of your Rights that you may exercise. At your own choosing, you may exercise some or all of your Rights. You may also elect not to exercise any Rights at all.

  When can I exercise my Rights?

  You may exercise your Rights at any time commencing on the effective date of this prospectus and ending at the expiration time and date of the Rights Offering period, at 5:00 p.m. Pacific Daylight Time
    on July 31 , 2020, which is XXX calendar days after the effective date of this prospectus. If you elect to exercise any Rights, the Subscription Agent must receive all documents from you completely and properly completed, and your payment must
    fully clear, before the expiration of the offering period.

  If your subscription exercise documentation is received by the Subscription Agent after the expiration of the Rights Offering period, we may, in our sole discretion, make an accommodation to accept
    your subscription, but we shall not be under any obligation to do so.

  See the section in this prospectus under the caption: “The Rights Offering” for further information regarding the requirements and procedures for exercising your Rights.

  If you hold your shares through a broker, dealer, bank, or othe