SecProbe.io

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                     December 9, 2004

via U.S. Mail 				via facsimile

Richard Coglon				William L. Macdonald, Esq.
President 					Clark, Wilson
Heartland Oil and Gas Corp.		(604) 687-6314
Suite 1925, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6

	Re:	Heartland Oil and Gas Corp.
		Form SB-2 filed November 15, 2004
		File No. 333-120513

Dear Mr. Coglon:

      We have limited our review of the above filing to only the
areas upon which we have issued comments.  Where indicated, we
think you should revise your documents 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 filings.
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.

Form SB-2

Use of Proceeds, page 6

1.	Disclose your use of the proceeds derived from the private
	placements conducted on September 27, 2004
	and January 13, 2004.

Selling Stockholders, page 15

2.	You state that to your knowledge, none of the selling
	shareholders is a broker-dealer, or an affiliate of a
	broker-dealer. Disclose the steps you took to reach
	this conclusion.

Private Placements, page 21

3.	Regarding the private placement conducted on September 27,
	2004, you mention that one subscriber for 3,333,334 common
	shares, for proceeds of $5,000,000, has not yet completed
	their purchase and provided the purchase price.  Disclose
	whether this subscriber`s shares were included in the private
	placement`s total aggregate proceeds of $34,891,363.

	In that regard, it is not clear whether those shares are
	included in the shares registered in this offering or in the
	23,260,909 shares cited in this section.  If they are, provide
	us with an analysis as to why you are registering shares that
	have not been issued.

Recent Sales of Unregistered Securities, page 46

4.	Regarding the sales occurring in September 2004, indicate the
	facts underlying the exemption - i.e. why you believe that Rule
	506 was applicable.

Closing Comments

	Please amend the above filing in response to our comments.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your response to our comments and provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments and response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 a company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
Requests acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request, acknowledging that

?	should the Commission or the staff, acting pursuant to
	Delegated authority, declare the filing effective, it does not
	foreclose the Commission from taking any action with respect to
	the filing;
?	the action of the Commission or the staff, acting pursuant to
	delegated authority, in declaring the filing effective, does not
	relieve the company from its full responsibility for the adequacy
	and accuracy of the disclosure in the filing; and
?	the company may not assert this action as 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 connection with our review of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public
Offering of the securities specified in the above registration statement.
We will act on the request and, pursuant to delegated authority,
grant acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the
filing of any amendment for further review before submitting a
request for acceleration.  Please provide this request at least
two business days in advance of the requested effective date.

      Please direct all questions relating to the above comments
to Jason Wynn, at (202) 824-5665, or in his absence, to the
undersigned, at (202) 942-1870.   Direct all correspondence to the following
ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:  J. Wynn

Heartland Oil and Gas Corp.
December 9, 2004
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF CORPORATION FINANCE

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