SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      September 1, 2005

Mr. Dennis Alexander
Chief Financial Officer and Chairman
EGPI Firecreek, Inc.
6564 Smoke Tree Lane
Scottsdale, Arizona 85253

      Re:	EGPI Firecreek, Inc.
		Registration Statement on Form SB-2
      Filed August 25, 2005
		File No. 333-127827

Dear Mr. Alexander:

      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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that on page 35 of your Form SB-2 you state that you
have
tendered a Memorandum of Understanding covering the Antelat Field,
located in Libya, and you discuss contacts going back "several
years"
with an entity that has a representative office in Libya.  We also
note that you stated in your 10QSB for the quarterly period ended
September 20, 2004, that Firecreek Petroleum, Inc. (FPI) and its
wholly owned subsidiary Firecreek Petroleum Romania, Srl. "have
been
engaged in developing oil and gas projects and acquisitions
overseas
in . . . Libya . . . and the Sudan"; in your 8-K for August 8,
2004,
filed August 23, 2004, you disclosed a joint venture between FPI
and
two other entities, created "to undertake "an aggressive petroleum
acquisition and development program in . . . Libya . . . and
Sudan.";
and  in your 8-K/A for August 8, 2004, filed September 10, 2004,
you
disclosed that persons representing you and the joint venture were
engaged in contract finalization talks and/or petroleum
acquisition
and development programs in Libya and Sudan.

In light of the fact that Libya and Sudan have been identified by
the
U.S. State Department as state sponsors of terrorism; Sudan is
subject
to economic sanctions administered by the U.S. Treasury
Department`s
Office of Foreign Assets Control; and Libya was subject to OFAC-
administered economic sanctions until September 21, 2004, please
describe for us the nature and extent of your contacts with Libya
and
Sudan and/or entities in Libya and Sudan, including the dollar
amount
expended or invested to date in connection with your acquisition
and
development programs in those countries.  Please provide us with
your
view as to whether your contacts with Libya and/or Sudan,
individually
or in the aggregate, constitute a material investment risk for
your
security holders.

In preparing your response please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of all factors, including the
potential
impact of corporate activities upon a company`s reputation and
share
value, that a reasonable investor would deem important in making
an
investment decision.  In this regard, we note that legislation
requiring divestment or reporting of interests in companies that
do
business with U.S. designated state sponsors of terrorism has been
adopted by Arizona and Louisiana.  Legislation requiring
divestment or
reporting of interests in companies that do business with Sudan
recently has been proposed by several other U.S. states, and
adopted
by Illinois and New Jersey.
Selling Securityholders, page 65
2. Please note that we generally take the position that an equity-
line
financing is an indirect primary offering by the company.  As a
result, an investor in such financing should be identified as an
underwriter in the registration statement.
Transaction with Dutchess, 68
3. Your description of the equity line arrangement does not
clearly
set out the material terms.  In this regard, we note that you do
not
include an adequately defined pricing period.  Please revise.
Plan of Distribution, page 69
4. We note that the selling securityholders may engage in short
sales.
Discuss in your risk factor section the effects of short selling
on
the company`s market price.

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 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 Act of 1933
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.

	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 staff comments and the declaration
of
effectiveness 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 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.

      If you have any questions, please contact Carmen Moncada-
Terry
at (202) 551-3687 or, in her absence, Tangela Richter, Branch
Chief,
at (202) 551-3685 with any other questions.

      					Sincerely,

      					Tangela Richter
      Branch Chief

cc: 	A. Marcus
	C. Moncada-Terry
Mr. Dennis Alexander
EGPI Firecreek, Inc.
September 1, 2005
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