SecProbe.io

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December 8, 2004

via U.S. Mail

Mr. Bryce W. Rhodes
President and CEO
Whittier Energy Corporation
333 Clay Street, Suite 1100
Houston, Texas 77002

Re:	Whittier Energy Corporation
		Amendment No. 1 to Form SB-2
      Filed November 22, 2004
	File No. 333-118825

Dear Mr. Rhodes:

      This is to advise you that we have limited our review of the
above registration statement to Items 507 and 601(a) of Regulation
S-
B and Securities Act Section 7(a) and Schedule A.29, and we 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 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 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.

Form SB-2

Selling Stockholders, page 42
1. We note in your response to prior comment 2 that Global
Resources
Investments Ltd. ("Global") is a registered broker-dealer.  Unless
the securities you are registering on behalf of Global were
received
as compensation for underwriting activities, GRIL must be
identified
as an underwriter.  Please revise or advise accordingly.
2. In response to prior comment 2, you also state that Exploration
Capital Partners ("Exploration") is an affiliate of Global, a
registered broker-dealer.  Please confirm to us on a supplemental
basis that Exploration 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, Exploration
had
no agreements or understandings, directly or indirectly, with any
person to distribute the securities.  Otherwise, identify
Exploration
as an underwriter.
Exhibit 5.1-Opinion of Thompson & Knight
3. Thompson & Knight appears to assume a matter upon which legal
counsel must opine in rendering the legality opinion: that the
common
stock issuable upon conversion of the Convertible Note and the
exercise of the Warrants "will be duly authorized for issuance
upon
such conversion or exercise."  Please obtain a revised opinion
without such an assumption.  Counsel may still assume that the
securities will be issued in accordance with the Registration
Statement and the terms of the Warrant and Convertible Note.
Closing Comments

	Please amend the above filing 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 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 amendment 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. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

	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
Alex Shukhman, at (202) 942-2872, 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: 	via facsimile
	Mr. Dallas Parker, Esq.
	Thompson & Knight LLP
	(832) 397-8110

      Alex Shukhman

Whittier Energy Corporation
December 8, 2004
page 1

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

         DIVISION OF
CORPORATION FINANCE

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