SecProbe.io

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							April 11, 2005

via facsimile and U.S. mail

Mr. James D. Eger
Chief Financial Officer
Continental Energy Corporation
14001 Dallas Parkway, Suite 1200
Dallas, Texas  75240

	Re:	Continental Energy Corporation
		Form 20-F, Filed January 26, 2005
		File No. 0-17863

Dear Mr. Eger:

      We have reviewed the above filing and have the following
accounting and engineering comments.  We have limited our review
to
the areas commented on below.  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
or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

20-F for the year ended July 31, 2004

Controls and procedures

1. Please indicate to us how you have complied with Item 15(a) of
Form 20-F.  Otherwise, revise your Form 20-F to indicate whether
or
not the disclosure controls and procedures were effective as of
the
end of the period covered by your annual report.

Exhibit 31

2. We note the certifications you provide appear to be
inconsistent
with the requirements of Item 601(b)(31) of Regulation S-K.  As
such,
it appears you may need to revise the language of paragraphs 4(a),
4(b), 4(c), 5, 5(a), 5(b) and 6 of the certifications.

Report of Independent Registered Public Accounting Firm

3. We understand that your accountants are registered with the
Public
Company Accounting Oversight Board and are therefore required to
comply with all its auditing and related professional practice
standards.  Note that effective for reports issued or reissued on
or
after May 24, 2004, the auditors` report must refer to the
"standards
of the Public Company Accounting Oversight Board (United States)".
Please request that your accountants supplementally confirm, if
true,
that they conducted their audit in accordance with the standards
of
the PCAOB.  Request your accountants to revise their report
accordingly.  Refer to PCAOB Release No. 2003-025 and Commission
Releases No. 34-49707 and FR-73.

Financial statements

4. We note your election to report the cumulative results of
operations from August 1, 1993 through July 31, 2004.  To the
extent
you continue to report cumulative results, please revise your
financial statements to fully comply with SFAS 7, Accounting and
Reporting by Development Stage Enterprises.  In this regard, in
the
event you elect to remove the cumulative results from your
financial
statements, the related reference should be removed from the
auditors` report.

Engineering

5. We note your disclosure under Reserves of 2.8 million barrels
and
8.5 million barrels of proved and probable reserves, respectively,
in
the Bangkudulis Block.  Under Note 5b) of your financial
statements -
referring to your Bangkudulis property - you state, "Due to
exploration risk and the overall uncertainty of drilling results
on
exploration properties the Company determined that the
recoverability
of the costs associated with GATB is uncertain, consequently the
Company wrote down the book value of the property to $1."  Please
revise your disclosure to remove these reserves or explain to us
why
you feel it is appropriate to report these reserves in the body of
your report.

Closing Comments

      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
your amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the 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.

      You may contact Regina Balderas, Staff Accountant, at (202)
942-7768 or, in her absence, Jill Davis, Branch Chief, at (202)
942-
1996 if you have questions regarding comments on the financial
statements and related matters.  Direct questions relating to the
engineering issues to Ronald Winfrey, Engineer, at (202) 942-1778.
Direct questions relating to all other disclosure issues to the
undersigned at (202) 942-1870.  Direct all correspondence to the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

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Continental Energy Corporation
April 11, 2005
page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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