SecProbe.io

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								June 15, 2005

Mr. Darrel Figg
Austin Chalk Oil and Gas, Ltd.
5868 Westminster, Suite 233
Houston, Texas  77057

	Re:	Austin Chalk Oil and Gas, Ltd.
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Filed May 12, 2005
		File No. 0-30565

Dear Mr. Figg:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our 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.

Form 10-KSB for the year ended December 31, 2004

Item 13.  Controls and Procedures, page 10

Evaluation of Disclosure Controls and Procedures, page 10

1. We note that your evaluation of the effectiveness of your
controls
and procedures occurred as of a date within 90 days before the
filing
of this Annual Report.  This evaluation is required to be made as
of
the end of the period covered by the report, as discussed in the
instructions for Item 8A and 307 of Regulation S-B.  Please amend
your filing to provide the required wording.

Changes in Internal Accounting, page 10

2. Revise this to disclose any change in your internal control
over
financial reporting identified in connection with the evaluation
that
occurred during your last fiscal quarter that has materially
affected, or is reasonably likely to materially affect your
internal
control over financial reporting as required by Item 308(c) of
Regulation S-B.  Refer to Release 33-8238 for additional guidance
related to amendments to the disclosure requirements, which were
effective August 14, 2003.

(a) - Attachments, page 11

3. We note that the wording of your certifications pursuant to
Section 302 does not conform to the requirements as specified in
Financial Release 33-8238.  We also note that you have provided
only
one certification signed by both Mr. Darrel Figg and Mr. Marlen L.
Roepke.  Please provide a correctly worded, separate certification
for each person required to sign such certifications in an amended
filing as required by Regulation S-K Item 601(b)(31).

Form 10-QSB for the quarter ended March 31, 2005

4. We note that the wording of your certifications pursuant to
Section 302 does not conform to the requirements as specified in
Financial Release 33-8238.  We also note that you have provided
only
one certification signed by Mr. Marlen L. Roepke.  Please provide
a
correctly worded, separate certification for each person required
to
sign such certifications in an amended filing.

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
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 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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	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 Gary Newberry at (202) 551-3761 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
							Branch Chief

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Mr. Darryl Figg.
Austin Chalk Oil and Gas, Ltd.
June 15, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05

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