SecProbe.io

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Mail Stop 3561

August 17, 2005

Cameron Fink, Chief Executive Officer
Gondwana Energy Ltd.
Suite 400-534  17th Avenue S W
Calgary Alberta,  T2S 0B1  Canada

       RE:  Gondwana Energy Ltd. ("the company")
               Amendment No. 2 to Registration Statement on
               Form 10-SB
               Filed July 12, 2005
               File No.  0-51203

Dear Mr. Fink:

We have reviewed your amended filing and have the following
comments.
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.

Item 1.  Description of Business

(a) Business Development, page 3

Please expand the initial paragraph to provide a brief background
for
the "related company TAG Oil Ltd.", including identifying any
related
parties or affiliations.

Cameron Fink
Gondwana Energy Ltd.
August 17, 2005
Page 2

Further, please clarify the reference to "consideration equal to
past
costs..."

Item 5.  Directors, Executive Officers, Promoters..., page 14

Please add your supplemental response to our previous comment
under
this heading regarding Rory O`Byrne.

Likewise, please add the supplemental information pertaining to
Garth
Johnson in the Item 7. "Certain Relationships and Related
Transactions" section.

Item 5.  Executive Compensation, page 15

Please revise to add footnote disclosure to the table to clarify
the
terms of CEO for each individual named in the table

Closing Comments

As appropriate, please amend your registration statement in
response
to these comments.  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 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.

You may contact Carlton Tartar at (202) 551-3387 if you have any
questions regarding the financial statements and related matters.
Please contact Janice McGuirk at (202) 551-3395 with any other
questions.

Sincerely,

John Reynolds

Assistant Director

Via fax:  (509) 691-9936

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