SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 19, 2005

via U.S. Mail
Michael Ward
President
Tidelands Oil & Gas Corporation
1862 W. Bitters Rd.
San Antonio, TX 78248

	Re:	Tidelands Oil & Gas Corporation
		Form SB-2 filed December 17, 2004
		File No. 333-121398

		Form 10-KSB for the year ended December 31, 2003
		Filed March 30, 2004
		File No. 0-29613

		Form 10-QSB for the quarters ended March 31, 2004, June 30, 2004,
		And September 30, 2004
		Filed May 14, 2004, August 16, 2004 and November 15, 2004,
		respectively

Dear Mr. Ward:

      We have limited our review of the above filings 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.

General

1.	Where comments on one document or section also relate to
disclosure in another document or section, please make parallel
changes to all affected disclosure. This will eliminate the need
for
us to repeat similar comments.  For example, amend subsequent
filings
on Form 10-QSB to comply with any comments with respect to the
Form
10-KSB.

Form SB-2
Selling Shareholders, page 19

2.	Please disclose the natural persons who exercise voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by each of the selling shareholders.  See Exchange Act Rule
13d-3; Interpretation I.60 of the July 1997 manual of publicly
available CF telephone interpretations, as well as interpretation
4S
of the Regulation S-K portion of the March 1999 supplement to the
CF
telephone interpretation manual.

	In this regard, we note that Mr. Firestone is identified as
the
person having voting or investment control over the shares held by
the four Mercator entities.  Identify Mr. Firestone in the table,
aggregating the shares and voting control held by the four
Mercator
entities.

3.	Please revise the selling securityholder information in the
table to include the total number of shares of common stock
beneficially owned and intended to be sold by each selling
securityholder (based on current market price if there is a
floating
conversion rate tied to market price), regardless of any
contractual
or other restriction on the number of securities a particular
selling
securityholder may own at any point in time.  See Interpretation
No.
3S(a) of the Securities Act section of the Division of Corporation
Finance`s: March 1999 Supplement to the Manual of Publicly
Available
Telephone Interpretations.  We note the disclosed percentage
limitation in footnotes 5 - 8.

4.	Is any selling shareholder a registered broker-dealer or
affiliate of a registered broker-dealer?  If so, please confirm to
us
on a supplemental basis that the securityholder purchased the
securities you are registering on its behalf in the ordinary
course
of business, and that at the time of the purchase of the
securities
to be resold, the securityholder had no agreements or
understandings,
directly or indirectly, with any party to distribute the
securities.
Otherwise, identify the reselling securityholder as an
underwriter.
We may have additional comments.

Plan of Distribution, page 21

5.	Explain the situations in which the selling stockholders "may
lend or pledge shares" of common stock to a broker-dealer.

Form 10-KSB for the year ended December 31, 2003

Controls and Procedures, page 10
6.	Item 307 of Regulation S-B requires the effectiveness of the
small business issuer`s disclosure controls and procedures to be
evaluated as of the end of the period covered by the report.
Ensure
that your evaluation of the effectiveness of disclosure controls
and
procedures was conducted as of the end of the period covered by
the
report and revise this section to reflect such date of the
evaluation.

7.	This section indicates that "[t]here have been no significant
changes in the internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of...their evaluation."  Revise to comply with Item 308(c) of
Regulation S-B.  Specifically, disclose whether there have been
"any
changes," as opposed to "significant changes."  Consult the last
paragraph of section II.J. found in Release No. 33-8238 for
additional guidance.

	Further, revise this section to address change(s) that
"materially affect, or is reasonably likely to materially affect,"
rather than "significantly affect" the Company`s internal control
over financial reporting.

8.	You cite to the incorrect rule for the definition of
"disclosure
controls and procedures." Revise to reflect the correct rule.  See
Rules 13a-15(e) and 15d-15(e) for additional guidance.

Exhibits and Reports on Form 8-K, page 15

9.	Please amend each certification filed as an exhibit pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002 to reflect the
updated
language.  See Item 601(b)(31) of Regulation S-B and Rules 13a-
14(a)/15d-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(a)) for further guidance.

Closing Comments

	Please amend the above filings in response to these 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 responses 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 responses 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

            via facsimile
            Gregory M. Wilson, Esq.
            (509) 891-8382

??

??

??

??

Tidelands Oil & Gas Corporation
January 19, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>