SecProbe.io

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August 8, 2005

Mrs. Jill S. Davis
Branch Chief
United States
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-7010

                         Form 40-F (File No. 333-90736)
                         ------------------------------

Dear Mrs. Davis,

            Reference is made to comments to the Form 40-F (the "FORM 40-F") of
Western Oil Sands Inc., a Canadian corporation (the "COMPANY"), for the fiscal
year ended December 31, 2004 received from the Staff (the "STAFF") of the
Securities and Exchange Commission (the "COMMISSION") in a letter from the
Division of Corporation Finance, dated July 20, 2005 (the "COMMENT LETTER"). The
discussion below is presented in the order of the numbered comments in the
Comment Letter and we have reproduced the comments for ease of reference.
Certain capitalized terms in this letter are used as defined in the Form 40-F.

The Company's responses to the Staff's comments are as follows:

      FORM 40-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

      CONTROLS AND PROCEDURES, ITEM C

        1.  WE NOTE YOUR CONCLUSION AS TO THE EFFECTIVENESS OF YOUR DISCLOSURE
            CONTROLS AND PROCEDURES IS INCOMPLETE AS IT DOES NOT INDICATE
            WHETHER OUR CONTROLS ARE EFFECTIVE OR INEFFECTIVE. PLEASE REVIEW
            YOUR DISCLOSURE AND REVISE ACCORDINGLY.

        Response to Comment 1:

        In response to the Staff's comment we will revise the first paragraph of
        Controls and Procedures, Item C, of our Form 40-F as set forth below:

            Western Oil Sands maintains disclosure controls and procedures and
            internal control over financial reporting designed to ensure that
            information required to be disclosed in the reports filed under the
            Exchange Act is recorded, processed, summarized and reported within
            the time periods specified in the Commission's rules and forms.
            Western Oil Sands' principal executive and financial officers
            evaluated the effectiveness of Western Oil Sands' disclosure
            controls and procedures as of the end of the period covered by this
            report and concluded that such disclosure controls and procedures
            are effective to ensure that information required to be disclosed by
            the Registrant in reports it files or submits under the Exchange Act
            is (i) recorded, processed, summarized and reported within the time
            periods specified and (ii) accumulated and communicated to the
            Registrant's management, including its principal executive officer
            and principal financial officer, to allow timely decision regarding
            required disclosure. However, as recommended by the Commission in
            its adopting release, the Registrant will continue to periodically
            evaluate its disclosure controls and procedures to ensure that
            information is recorded, processed, summarized and reported within
            the time period's specified in the Commission's rules and forms.

      AUDITORS' REPORT

        2.  PLEASE AMEND YOUR FILING TO INCLUDE THE SIGNATURE OF THE CHARTERED
            ACCOUNTANTS THAT HAVE OPINED ON YOUR FINANCIAL STATEMENTS.

        Response to Comment 2:

        The Company will include a signed Auditors' Report in an amendment to
        our Form 40-F that we will file with the Commission.

      FINANCIAL STATEMENTS

      CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT),
      PAGE 3

        3.  WE NOTE THAT YOUR PRESENTATION OF REVENUE EXCLUDES "THE AMOUNT
            RECORDED FOR PURCHASED FEEDSTOCKS AND TRANSPORTATION COSTS
            DOWNSTREAM OF EDMONTON". PLEASE TELL US WHY YOU HAVE PRESENTED
            REVENUE NET OF THESE COSTS AND CLARIFY THE MEANING OF THE SUBTOTAL
            PRESENTED. IN ADDITION, DISTINGUISH BETWEEN THE AMOUNTS EXCLUDED
            FROM REVENUE AND THE TYPE OF COSTS INCLUDED IN THE OPERATING EXPENSE
            LINE ITEM.

        Response to Comment 3:

        On the face of the Company's Consolidated Statements of Operations and
        Retained Earnings (Deficit) we have included a sub-total under the
        caption of Revenues that includes the difference between our gross
        revenues and our gross purchased feedstocks and transportation costs to
        better reflect the revenues being generated from our business. Currently
        our business is derived 100% from our ownership in the Athabasca Oil
        Sands Project ("AOSP"), which is a multi-billion dollar Joint Venture
        that is exploiting the recoverable bitumen reserves and resources found
        in oil sands deposits in the Athabasca region of Alberta, Canada. The
        AOSP consists of two key facilities: the Muskeg River Mine, where the
        oil sands deposits are mined and partially upgraded, and the Scotford
        Upgrader, where the bitumen is further upgraded into synthetic crude oil
        and delivered into the North American crude oil marketing system. At the
        Scotford Upgrader certain feedstocks are added to our partially upgraded
        bitumen before this bitumen is sold. The Company believes that our
        shareholders are interested in the revenues being generated by these
        bitumen reserves, which in essence is the difference between our
        revenues less any feedstocks and transportation, and therefore provided
        a sub-total on the face of the Consolidated Statements of Operations and
        Retained Earnings (Deficit).

        Operating expenses are different from purchased feedstocks and
        blendstocks as they are costs incurred to either mine or upgrade the
        bitumen into a saleable product. These costs include, but are not
        limited to, labour, fuel, natural gas, maintenance, electricity,
        catalysts, chemicals and property taxes.

      CONSOLIDATED STATEMENT OF CASH FLOWS, PAGE 4

        4.  WE NOTE IN YOUR RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED
            BY OPERATING ACTIVITIES THAT YOU PRESENT A SUBTOTAL OF NET INCOME
            AND VARIOUS CHARGES AND CREDITS ABOVE TOTAL NET CASH FROM OPERATING
            ACTIVITIES. WE NOTE THAT THE ILLUSTRATIVE EXAMPLE IN CICA 1540, AND
            THAT THE SUBTOTAL PRESENTED DOES NOT INCLUDE NET EARNINGS OR LOSS,
            AND ONLY INCLUDES A SUBTOTAL OF "ITEMS NOT EFFECTING CASH". PLEASE
            REVISE YOUR PRESENTATION TO COMPLY WITH CICA 1540 FOR CANADIAN GAAP.

        Response to Comment 4:

        The Company does not believe a revision is required to the subtotal
        presented in its consolidated statement of cash flows, as the example
        provided in CICA 1540 is provided as an illustrative example and not as
        authoritative guidance. Canadian GAAP requires that the companies
        utilizing the indirect method for presenting cash flow from operating
        activities present a total including the effects of any change in
        non-cash working capital, however it does not prescribe that a subtotal
        cannot be presented that excludes the effect of any change in non-cash
        working capital. The Company has clearly labeled this subtotal as "Cash
        From Operations" not "Cash From Operating Activities" to be clear in
        this distinction. The Company provides the following excerpt from CICA
        1540 paragraph 22 as support for what is required under Canadian GAAP:

            "Under the indirect method, the net cash flow form operating
            activities is determined by adjusting net income or loss for the
            effects of:

               a.   Non-cash items such as depreciation, provisions for losses,
                    future taxes, unrealized foreign currency gains and losses,
                    undistributed profits of equity-accounted investees and
                    non-controlling interests;

               b.   Changes during the period in inventories and operating
                    receivables and payables; c. Other deferrals or accruals of
                    past or future operating cash receipts or payments; and d.
                    Revenues, expenses, gains or losses associated with
                    investing or financing cash flows."

              The Company also provides that many other Canadian public
              companies consolidated statement of cash flows provide a similar
              subtotal, which illustrates that Canadian GAAP does not restrict
              from providing a subtotal of cash flow from operations before
              changes in working capital.

        MANAGEMENT'S DISCUSSION AND ANALYSIS, EXHIBIT 3, PAGE 1

        OPERATING RESULTS - HIGHLIGHTS, PAGE 3

        5.  WE NOTE THAT YOU HAVE DISCLOSED CERTAIN FINANCIAL MEASURES IN OUR
            FILINGS THAT APPEAR TO BE NON-GAAP MEASURES, INCLUDING, BUT WITHOUT
            LIMITATION, THE FOLLOWING:

               a.   CASH FLOW PER SHARE - BASIC

               b.   CASH FLOW FROM OPERATIONS BEFORE CHANGES IN NON-CASH WORKING
                    CAPITAL.

               c.   EBITDAX

            PLEASE PROVIDE A DETAILED ANALYSIS THAT IDENTIFIES EACH CANADIAN
            NON-GAAP FINANCIAL MEASURE THAT YOU HAVE DISCLOSED IN OUR REPORT AND
            EXPLAIN WHY THE DISCLOSURE IS APPROPRIATE. REFER TO ITEM B(3) TO THE
            GENERAL INSTRUCTIONS FOR THE FORM 40-F AND QUESTION 32 OF THE JUNE
            13, 2004 DIVISION OF CORPORATION FINANCES' FREQUENTLY ASKED
            QUESTIONS REGARDING THE USE OF NON-GAAP FINANCIAL MEASURES AT
            HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN/FAQS/NONGAAPFAQ.HTM. PLEASE
            CONTACT US AT YOUR CONVENIENCE TO DISCUSS THIS COMMENT.

        Response to Comment 5:

        The Company includes certain non-GAAP financial measures in the
        Management's Discussion and Analysis ("MD&A") as investors may use this
        information to better analyze our operating performance. This includes
        certain per barrel information that can be compared against industry
        benchmarks by these investors. The Company indicates in the MD&A that
        the additional information should not be considered in isolation or as a
        substitute for measures of operating performance prepared in accordance
        with Canadian GAAP and that non-GAAP measures do not have any
        standardized meaning prescribed by Canadian GAAP and are therefore
        unlikely to be comparable to similar measures presented by other
        issuers. This is included on page 22 of the Exhibit 3 of our Form 40-F,
        under the heading "Non-GAAP Financial Measures".

        Non-GAAP measures included by the Company in its MD&A and the additional
        information provided by these measures are as follows:

               o     Cash Flow per Share - Basic

                         o  In addition to Net Earnings (Loss) per Share, this
                            metric provides a better basis for evaluating our
                            operating performance, as it excludes fluctuations
                            on the Company's US dollar denominated Senior
                            Secured Notes and certain other non-cash items, such
                            as depreciation, depletion and amortization and
                            future income tax recoveries/expenses.

               o     Cash Flow from Operations before changes in non-cash
                     working capital.

                         o  In addition to Net Earnings (Loss) Attributable to
                            Common Shareholders, this metric provides a better
                            basis for evaluating our operating performance, as
                            it excludes fluctuations on the Company's US dollar
                            denominated Senior Secured Notes and certain other
                            non-cash items, such as depreciation, depletion and
                            amortization and future income tax
                            recoveries/expenses. This provides a useful
                            indicator of our ability to fund any future capital
                            requirements under the prevailing economic
                            conditions during the most recent fiscal period.

                         o  The Company provides a reconciliation in the MD&A
                            from Net Earnings (Loss), a Canadian GAAP measure,
                            to Cash Flow from Operations Before Changes in
                            Non-cash Working Capital, a non-GAAP measure.

               o     EBITDAX

                         o  Earnings before interest, taxes, depreciation,
                            depletion, amortization, stock-based compensation,
                            accretion on asset retirement obligation and foreign
                            exchange provides a better basis for evaluating our
                            operating performance, as it excludes fluctuations
                            on the US dollar denominated Senior Secured Notes
                            and certain other non-cash items, such as
                            depreciation, depletion and amortization and future
                            income tax recoveries/expenses. This provides a
                            useful indicator of our ability to fund our
                            financing costs and any future capital requirements
                            under the prevailing economic conditions during the
                            most recent fiscal period.

                         o  The Company provides a reconciliation in the MD&A
                            from Net Earnings (Loss) a Canadian GAAP measure, to
                            EBITDAX, a non-GAAP measure.

               o     Crude Oil Sales Price per Barrel

                         o  Our realized crude oil sales price per barrel is
                            provided so investors can compare our sales price
                            for our production versus numerous industry
                            benchmarks, including Edmonton PAR and West Texas
                            Intermediate pricing.

               o     Operating Expenses per Processed Barrel

                         o  Operating expenses per processed barrel are provided
                            so investors can compare our per barrel costs versus
                            numerous competitors throughout the industry and
                            against company benchmarks. Per unit operating costs
                            are often considered more relevant given that
                            production volumes vary between industry
                            participants, which makes gross numbers between
                            producers non-comparable.

            The Company is in compliance with General Instruction B(3) to Form
            40-F. In addition, we have referred to Question 32 of the June 13,
            2004 Division of Corporation Finances' Frequently Asked Questions
            Regarding the Use of Non-GAAP Financial Measures. That question
            states that if a Canadian company includes a non-GAAP financial
            measure in an annual report on Form 40-F, the company does not need
            to comply with Regulation G or Item 10(e) of Regulation S-K.

      OPERATING COSTS, PAGE 8

        6.  WE NOTE THAT YOUR STATEMENT IN FOOTNOTE (2) THAT "OPERATING EXPENSES
            ARE NOW CALCULATED ON THE BASIS OF COSTS ASSOCIATED WITH THE
            SYNTHETIC CRUDE SALES EXCLUDING PURCHASED BLEND STOCKS FOR THE
            RELEVANT PERIOD." PLEASE EXPLAIN THE NATURE OF THIS CHANGE IN THE
            CALCULATIO