SecProbe.io

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VIA FACSIMILE
							June 17, 2005

Mr. Larry C. Shumate
President and Chief Executive Officer
Excalibur Industries, Inc.
12060 FM 3083
Conroe, Texas

Re:	Excalibur Industries, Inc.
	Preliminary Proxy on Schedule 14A filed May 20, 2005
      Filed May 20, 2005
      Annual Report on Form 10-KSB for year ended December 31,
2004
      Filed March 31, 2005
	File No. 0-30291

Dear Mr. Shumate:

      We have reviewed your 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Proxy Statement on Schedule 14A
General
1. On the first page of the proxy statement, please state the
approximate date on which the proxy statement and form of proxy
are
first sent to security holders.
2. Please disclose all of the information required by Item 7(d) of
Schedule 14A.  We specifically note the need for the information
required by Item 306 of Regulation S-B.
3. Please disclose the information required by Item 9 of Schedule
14A.
Recapitalization Plan, page 2
4. You refer to the "existing personal indebtedness of Mr.
Flemming
to Stillwater under a personal guarantee."  Was this a guarantee
by
Mr. Flemming of the company`s indebtedness to Stillwater?  If so,
why
is Stillwater loaning Mr. Flemming the funds necessary to repay
itself?  Please also disclose the total existing personal
indebtedness of Mr. Flemming to Stillwater National Bank.

Solicitation of Proxies and Acceptances, page 6

5. We note that in addition to solicitation by use of the mails,
proxies may be solicited by directors, officers, and employees in
person or by telephone, telegram or other means of communication.
Supplementally confirm that you will comply with Rule 14a-6(c) of
the
Exchange Act.

Voting of Proxies, page 7

6. Please be advised that Rule 14a-4 does not confer authority to
adjourn the meeting to solicit additional votes for your
proposals.
The use of discretionary voting authority to postpone or adjourn
the
meeting to solicit additional proxies is a substantive proposal
for
which proxies must be independently solicited.  As a result,
provide
another voting box on the proxy card so that shareholders may
decide
whether to grant a proxy to vote in favor of postponement or
adjournment specifically for the solicitation of additional
proxies.
Please make appropriate revisions to the proxy statement as well.

The Restructuring, page 14

7. You state that it is a condition to the restructuring that the
company repurchases the stock of Shumate Machine Works from
Stillwater.  Please discuss this condition elsewhere in the
prospectus where the terms of the restructuring are discussed,
including the section that discusses the matters the board
considered
in determining that the transaction is in the best interest of
shareholders.  In addition, provide the following:

* Please disclose any information Stillwell has provided about how
it
intends to carry out the private sale; for example, has Stillwell
agreed to sell the shares to you, or may a third party acquire the
shares, either through a bidding process, a private negotiation or
otherwise?

* Discuss the current status of the sale; we note that it is
scheduled to take place after May 9, 2005.

* Explain how you will finance the purchase of the shares and what
price you expect to pay for them.

* Disclose whether it is likely that the sale will have taken
place
before the shareholders vote on this transaction.

* Finally, as you have provided a risk factors section in your
document, you should include disclosure there that discusses the
possibility, if there is one, that the company will be outbid or
otherwise not be able to repurchase the shares, in which case it
will
not complete the restructuring or have any operations to generate
funds necessary to satisfy its currently outstanding obligations.

The Unsecured Noteholder Conversion, page 19

8. Please disclose whether you are currently in default on any of
the
unsecured notes and if so, please state the amount of the default.
Please refer to Item 12(d) of Schedule 14A.

9. File any agreements with the unsecured noteholders as exhibits.

10. Tell us what consideration you have given to the Securities
Act
registration requirements, or exemptions therefrom, for the offer
of
shares to the noteholders in exchange for the notes.

Interests of Certain Persons in the Restructuring, page 20

11. We note that your directors and executive officers have
interests
in the restructuring that are different from, in addition to or
that
might conflict with, the interests of your stockholders.  Please
specify what those interests are.  In this regard, we also note
that
in the aggregate the officers and directors will have about 34% of
the outstanding common stock after the restructuring.  Please
specify
the interests of each person who has been an officer or director
at
any time since the beginning of last fiscal year.  Please refer to
Item 5(a)(1) of Schedule 14A.

Approval of Terms of the Recapitalization Plan, page 21

12. Where you discuss the share ownership of various persons or
groups after the restructuring, please revise the information
regarding Mr. Flemming`s ownership of shares to include all of the
shares he will own, including those he currently holds and the
shares
he receives as a part of the restricted stock award.  Make similar
changes elsewhere in the proxy statement where you have included
this
information.

Proposal 2 - Amendment to our Certificate of Incorporation to
Effectuate a 1-for-7 Reverse Stock Split, page 23

13. Please elaborate on the reasons for the reverse stock split.
Explain how it will improve your capitalization and how it will
assist in the effectuation of the recapitalization.

Executive Officer and Directors, page 40

14. Please disclose any period(s) during which each director has
served.  Please refer to Item 401(a)(3) of Regulation S-B.

Employment Agreements, page 43

15. Please describe the separation and release agreement between
you
and Mr. Stuart as required by Item 402(g)(2) of Regulation S-B.

Litigation, page 47

16. With respect to the approximately 10 actions commenced by
former
vendors against you in the aggregate amount of $880,000, please
disclose the information required by Item 103 of Regulation S-B or
supplementally confirm that no disclosure is required, taking into
account instruction 1 to that item.

17. Please update this proxy statement to the latest practicable
date.  In this regard, disclose whether you successfully bid and
purchased the capital stock of Shumate Machine Works.

Incorporation by Reference, page 48

18. Since it appears you do meet the requirements of Form S-3
within
the meaning of Note E to Schedule 14A, Item 13 information may
only
be incorporated by reference if the required information is
delivered
to shareholders in accordance with Item 13(b) of Schedule 14A.
Please confirm that you will deliver these documents and also file
these documents with your information statement. Please revise
this
section to indicate that you will deliver a copy of the Form 10-
KSB
to security holders with the information statement.  Also include
your quarterly report for the quarter ended October 31, 2004. See
Note D.4 to Schedule 14A.  Finally, please remove the statement
that
you incorporate future filings by reference.

Unaudited Pro Forma Financial Data, page 37

19. You state that you intend to bid on the capital stock of
Shumate
at the private sale to be held by Stillwater.  Please clearly
disclose the impact on your consolidated financial statements if
you
are unable to purchase the capital stock of Shumate.  Please also
disclose how you expect to fund the purchase of this capital
stock.
Please discuss the expected purchase price for these shares and
how
you will account for this transaction.

20. Please provide pro forma statements of operations for the year
ended December 31, 2004 and the three months ended March 31, 2005.
Please also provide a pro forma balance sheet as of March 31, 2005
and delete the pro forma balance sheet as of December 31, 2004.
Refer to Item 310(d) of Regulation S-B.

21. Please clarify your disclosure to state how you determined
Adjustment (A), which is described as the purchase of three
machines,
is directly attributable to the recapitalization plan.

22. The descriptions of adjustments (C) and (D) do not correspond
to
the amounts reflected on the pro forma balance sheet.
Specifically,
your description discusses a reduction of $399,000 whereas the
amount
reflected on the balance sheet is $7,891,419.  Please provide a
description for the remaining difference between the $7,891,419
and
the $399,000.

23. For adjustments (K), (L) and (M), please quantify the portion
of
the pro forma adjustment associated with each description.  For
example, please separately state the amount that common stock
increased due to new shares issued to officers.

24. For the pro forma compensatory charge as well as the gain on
debt
forgiveness included in adjustment (M), please provide a detailed
explanation as to how you arrived at the pro forma adjustment
amounts.  Your explanation should show precisely how you arrived
at
the pro forma amounts.

Annual Report on Form 10-KSB for the year ended 12/31/04

General

25. Except as indicated otherwise, please file an amendment to
your
Form 10-KSB which addresses all of the comments below.

Item 1. Description of Business, page 2

26. In future filings, please provide a basis for all projections.
In this regard we note your statement that demand for your
products
will increase in the coming fiscal year.

27. In future filings, when you cite research and analysis reports
please disclose whether they were prepared for you and whether the
source consented to your use of its information or whether it is
widely and publicly available.  In this regard, we note the
statistics cited from Spears and Associates` Drilling and
Production
Outlook report.

28. In future filings, include the extent of price volatility of
your
raw materials as well as their source and availability.  For
instance, disclose the percentage by which prices have fluctuated
over the past few years and the impact on you.

Sales and Marketing; Customer, page 5

29. In future filings, if material, please disclose the amount you
have expended on sales and marketing.

Competition, page 5

30. In future filings, quantify to the extent possible your
percentage of the market in which you compete versus that of your
nearest competitors.  Place your competitive position in context.

Cautionary Statements Concerning Forward-Looking Information, page
12

31. In future filings, please remove the word "will" from the list
in
the first sentence of the second paragraph in this section.

32. Refer to your statement that you disclaim any obligation to
publicly release the results of any revisions to these forward-
looking statements to reflect events or circumstances after the
date
of this filing.  Please confirm supplementally that you are aware
of
your responsibility to make full and prompt disclosure of material
facts, both favorable and unfavorable, regarding your financial
condition, and that this responsibility may extend to situations
where management knows or has reason to know that previously
disclosed projections no longer have a reasonable basis. Please
refer
to Item 10(d)(3) of Regulation S-B.

Management`s Discussion and Analysis or Plan of Operations, page
17

33. In future filings, to the extent that the filing states that
it
includes forward-looking statements within the meaning Private
Securities Litigation Reform Act, please be advised that the staff
is
not making any determination as to whether the disclosures
(including, e.g., cautionary language or the placement of
disclosures) satisfy the requirements of such Sections.

34. Please provide a discussion of the bankruptcy filing by
Excalibur
Holdings.

Results of Operations, page 18

35. In future filings, please elaborate on the reason(s) for the
changes from period to period.  In this regard, we note your
statement that the cost of sales decreased as a percentage of
sales
in the year ended 12/31/2004 versus the same period in 2003 due in
part from better control of labor costs and better product
pricing.

Liquidity and Capital Resources, page 20

36. In future filings, please describe, in reasonable detail, the
financial covenants that you are required to maintain in your
credit
facility.

Note 1.  Description of Business and Summary of Accounting
Policies

Revenue Recognition, page F-6

37. Given that it appears the majority of your revenues are
related
to the sale of products, please expand your revenue recognition
policy to clarify when product revenues are recorded.
Specifically
discuss the criteria that must be met for you to determine a sale
is
complete.  Please clarify what consideration is given to shipping
terms as well as customers` rights of inspection, acceptance, and
returns.  Please also discuss when title passes from you to your
customer.

Stock Options and Warrants, page F-7

38. You state that common stock issued to non-employees and
consultants is based upon the value of the services received or
the
quoted market price, whichever value is more readily determinable.
Please tell us whether there were any situations in which you did
not
record the value of common stock issued to non-employees based on
the
quoted market price.  In these instances, please describe the
specific terms of the transaction, including the number of shares
issued, as well as how you determined it would be more appropriate
to
not use the quoted market price.

Note 12.  Stock Options and Warrants

Warrants, page F-12

39. Please disclose how you accounted for the cancellation of the
405,000 existing warrants held by third parties as well as the
reissuance of these warrants to directors and officers.  Please
refer
to the accounting literature used to determine the appropriate
accounting in your explanation.

Note 17.  Subsequent Events, page F-14

40. Given that the bankruptcy filing occurred subsequent to Malone
and Bailey PC`s report date of March 2, 2005, please either
indicate
that this note to the financial statements is unaudited in the
heading of this note or make arrangements with Malone and Bailey
PC
to revise the date of their report.

Exhibits 31.1 and 31.2

41. Please file an amendment to your Form 10-KSB to include
certifications that conform to the format provided in Item
601(b)(31)
of Regulation S-B.   See SEC Release 33-8238, which became
effective
August 14, 2003.  In doing so, please refile the Form 10-KSB in
its
entirety.  When you amend your Form 10-KSB, please also refer to
the
appropriate location for the definition of disclosure controls and
procedures, which are now defined in Exchange Act Rules 13a-15(e)
and
15d-15(e).  Refer to Item 307 of Regulation S-B.

FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 2005

Comment applicable to overall filing

42. Please file an amendment to your Form 10-QSB which addresses
all
of the comments below.

Consolidated Balance Sheet

43. Please tell us how you determ