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WHITTIER ENERGY

WHITTIER ENERGY CORPORATION

November 9, 2005

Mr. H.
Roger Schwall

Assistant
Director

United
States Securities and Exchange Commission

100
F Street NE

Washington,
DC  20549-7010

Re:                             Whittier Energy Corporation

Forms SB-2

Filed August 9, 2005

File Nos. 333-127321 and 333-127320

Form 10K-KSB for Fiscal Year Ended December 31,
2004

Filed March 31, 2005

Form 10QSB for Fiscal
Quarter Ended June 30, 2005

Filed August 15, 2005

File No. 0-30314

Dear
Mr. Schwall:

Thank you for the comments included in your letter
dated October 19, 2005.  On behalf
of Whittier Energy Corporation (the “Company” or “Whittier”), I have reproduced
each of your comments below, and have included specific responses in boldface
print following each comment. We understand and acknowledge that the
Division of Enforcement has access to the disclosures contained in this letter
and any other information we furnish to the staff of the Division of
Corporation Finance in connection with either your review of our filings or our
responses to your comments on our filings.

The Company’s acquisition of RIMCO Production
Company, Inc. (“RIMCO”) in June 2005 (the “Acquisition”) fundamentally
changed the size, scope, and nature of our oil and gas activities. Historically,
Whittier’s focus for growth was acquiring and developing producing oil and gas
properties. Not only did the Acquisition increase our properties, reserves, and
production, but it also added substantial undeveloped acreage and exploration
and development expertise to the Company. More importantly, the Acquisition
provided us with a proven team of nine prospect generating geoscientists and
land men, as well as a large portfolio of identified proved and non-proved
drilling opportunities. RIMCO’s growth primarily resulted from the successful
discovery and development of RIMCO-generated exploration projects. The Company strategically
acquired RIMCO’s prospect generation business, as well as its oil and gas
properties, to provide us with a significant future growth platform through exploration.
Given the high commodity price environment driving up the cost of proven
properties, a team that can internally develop new sources of hydrocarbons is
extremely valuable. We consider the Acquisition a transforming event for the
Company, shifting Whittier from an “acquire and exploit” focus to a much larger
enterprise with an emphasis on growth through drilling and exploration. As you
will see below, we discussed this change in direction of the Company in our
public filings, as well.

The Company believes that the full cost method of
accounting more appropriately reflects the operating results of an independent
oil and gas producer that expends significant amounts of capital on exploration
activities in order to discover proved reserves. Accordingly, the Company believes
full cost accounting is the preferred method for the post-acquisition Company. We
arrived at this conclusion based on a number of considerations, including: 1)
the material size of the transaction and RIMCO’s historical use of full cost
accounting; 2) the composition of RIMCO’s acquired assets; 3) the nature of
RIMCO’s prospect generation business and technical personnel; and 4) the
Company’s anticipated exploration projects and capital expenditures subsequent
to the Acquisition. We will address these factors in greater detail in our
responses below.

333 Clay • Suite 1100 • Houston, Texas 77002 • (713) 850-1880 • Fax (713) 850-1879

Form 10-QSB for the Quarter Ended June 30, 2005

Note 1. General. Page 8

1.                                       We have reviewed your response to prior
comment number 21 issued to you in our comment letter dated October 7,
2005.  Please address each of the
following in detail.

•                  Please
explain the metric that was used to determine that the RIMCO acquired oil and
gas properties account for 80% of your current oil and gas properties.

Response:

The Company’s statement that RIMCO’s acquired oil and gas properties
account for approximately 80% of the Company’s oil and gas properties after the
acquisition was based on the ratio of capitalized costs of the relevant
properties. Specifically, it was calculated by dividing the Company’s
capitalized costs of RIMCO’s oil and gas assets by the pro forma net capitalized
costs of the combined entity’s oil and gas properties as of March 31, 2005.

This calculation was determined as follows (in thousands):

  Amount

  Ratio of
  Net Book Value of RIMCO’s Acquired Assets

  Evaluated
  oil and gas properties acquired from RIMCO

  $

  56,104

  Unevaluated
  oil and gas properties acquired from RIMCO

  $

  16,717

  Total oil
  and gas properties acquired from RIMCO

  A

  $

  72,821

  Whittier’s
  oil and gas properties as of March 31, 2005, net

  $

  20,623

  Total
  pro-forma oil and gas properties, net of amortization

  B

  $

  93,444

  Ratio of
  RIMCO acquired oil and gas properties to total oil and gas properties

  A / B

  77.93

  %

The ratio of capitalized costs for RIMCO’s oil and gas properties over
Whittier’s total pro forma capitalized costs was 77.9%, or approximately 80%.

•                  We
note that you believe your operations subsequent to the transaction are more
focused on exploration activities.
Please explain to us what you mean in greater detail.

Response:

“Acquisition & Development”
vs. Exploration

Prior to the Acquisition, Whittier’s principal business strategy was
the acquisition and development of proved producing properties, combined with
limited investment in third-party generated exploration projects. The Company’s
long-term business strategy was clearly described in its Form 10-KSB for
the year ended December 31, 2003:

“Our business strategy is to rapidly grow the Company using a portfolio
investment approach to our capital spending – the majority to acquire lower
risk proved oil and gas properties and the remainder on moderate risk
exploration and development drilling opportunities.  The Company’s focus is threefold: i) we
continually review and invest in opportunities to acquire producing properties
with exploitation potential; ii) we enhance our operated properties through the

2

reduction of operating costs, well recompletions, development drilling,
and low to moderate risk exploration in order to add reserves, production and
cash flow; and iii) we continually screen third-party generated drilling
prospects and selectively participate in those which promise impactive reserve
addition opportunities.”

Whittier has a clear track record of following this strategy, spending
approximately $18 million on acquisitions during the three years ended December 31,
2004, of which 91% related to proved oil and gas properties. Approximately 87%
of the Company’s proved oil and gas reserves as of December 31, 2004 were
the result of the proved property acquisitions made by Whittier during this
three year period. In contrast, only 13% of the Company’s 2004 year-end proved
reserves were the result of Whittier’s participation in third-party generated
exploration projects.

RIMCO, however, has principally focused on the generation and
development of exploration projects, using a technical team of geologists,
geophysicists, and land professionals. RIMCO’s prospects were then partially
sold to industry partners on a promoted basis, with RIMCO retaining a
non-operated ownership interest. These projects were generated by RIMCO’s
technical group, which included a five member geological and geophysical team
and a four member land department. Approximately 64% of RIMCO’s 23.1 Bcfe of
proved reserves acquired by the Company were the result of successful
exploration projects generated internally by RIMCO.

The historical capital spending activity of both companies clearly
reflects the contrast between the two strategies (in thousands):

  Year Ended

  December 31, 2004

  Year Ended

  December 31, 2003

  Oil and Gas Property Costs Incurred

  Whittier

  %

  RIMCO

  %

  Whittier

  %

  RIMCO

  %

  Acquisition
  costs

  $

  9,828

  81

  %

  $

  524

  11

  %

  $

  2,638

  61

  %

  $

  2,509

  24

  %

  Exploration
  and appraisal costs

  $

  693

  6

  %

  $

  4,311

  94

  %

  $

  348

  8

  %

  $

  5,026

  49

  %

  Development
  costs

  $

  1,560

  13

  %

  $

  (239

  )

  -5

  %

  $

  1,348

  31

  %

  $

  2,745

  27

  %

  Total costs
  incurred

  $

  12,081

  100

  %

  $

  4,596

  100

  %

  $

  4,334

  100

  %

  $

  10,280

  100

  %

RIMCO spent approximately $9.3 million, or 63%, of its capital expenditures
budget on exploration over the two year period, compared to $1 million, or 6%,
by Whittier.

Future Exploration and
Development Activities

Apart from RIMCO’s proved properties, the Acquisition included 11
undeveloped prospects, over 9,000 acres of net undeveloped (non-proved) acres,
three 3-D workstations, and approximately 2,900 square miles of 3-D seismic
data. At closing, we had identified 26 proved and 65 non-proved drilling
locations attributable to the combined Company, broken down as follows:

  Post Acquisition Planned Locations

  Whittier

  RIMCO

  Total

  Proved
  locations

  3

  23

  26

  Non-proved
  locations

  7

  58

  65

  Total

  10

  81

  91

Whittier’s identified project inventory was considerably smaller than
RIMCO’s and an overwhelming number of the combined entity’s exploratory locations
(58 out of 65, or 89%)

3

are RIMCO projects. At closing, the combined Company’s estimated capital
expenditures for exploration and development activities in 2005 and 2006 were as
follows (in thousands):

  Est 2005 - 2006 Capital Expenditures

  Whittier

  RIMCO

  Total

  Development
  Costs

  $

  2,500

  $

  7,100

  $

  9,600

  Exploration Costs

  $

  6,600

  $

  23,900

  $

  30,500

  Total

  $

  9,100

  $

  31,000

  $

  40,100

As shown above, the Company’s exposure to exploration costs is much
higher following the Acquisition. In addition, the numbers only reflect identified
projects as of June 2005. RIMCO’s technical team is generating additional
prospects, which will increase the number of exploration projects over time.

RIMCO’s Technical Team

The technical team that generated RIMCO’s significant prospect
inventory has worked together for over eight years and has a good reputation in
the industry as prospect generators. Prior to the Acquisition, Whittier did not
maintain an exploration department so there was no overlap between Whittier’s
in-house technical expertise and RIMCO’s. As a result, a principal objective of
the Acquisition was to add RIMCO’s technical personnel to continue generating
exploration prospects to provide additional internal growth opportunities for
the Company. In our Form SB-2 filed on August 9, 2005, we described
the exploration strategy of the combined Company as follows:

“Exploration Activities. We intend to conduct an active exploitation
and exploration program to grow our proved reserves, production and cash flow, in part by leveraging the successful track record
of the RIMCO exploration team to generate new oil and gas prospects in our core
areas. [emphasis added] While we prefer to operate our projects,
we continually review exploitation and exploration opportunities generated by
industry partners. We will manage our financial and operational risks through
sales of promoted interests to industry partners on a selective basis.”

Reflecting the importance of RIMCO’s technical group, the Company
entered into a one-year consulting agreement with the senior geologist and
senior land man (the “RIMCO Consultants”) to ensure their involvement with the
Company after the Acquisition. Upon closing, the Company immediately raised the
salaries of the other key technical personnel, as well. All of the individuals
the Company sought to retain are still employed as of the date of this letter.

4

•                  Explain
how your business has changed as a result of the transaction with RIMCO.  Provide us with an analysis that compares and
contrasts the following for your company and RIMCO before the transaction.

•                  Composition of management and other employees
or functions

Response:

The breakdown of each respective entity’s employees are as follows:

  Whittier

  RIMCO

  Whittier **

  6/15/2005

  6/15/2005

  11/1/2005

  Executive Officers

  3

  3

  3

  Engineering

  1

  0

  1

  Geology & Geophysics (“G&G”)

  1

  5

  6

  Land

  0

  4

  4

  Accounting

  2

  8

  4

  Admin

  1

  1

  2

  Total

  8

  21

  20

  Total Base Compensation

  $

  845,100

  $

  1,705,000

  $

  2,197,100

  Base Comp - G&G/Land Staff

  $

  110,000

  $

  842,500

  $

  1,131,000

  % Comp - G&G/Land Staff

  13

  %

  49

  %

  51

  %

  **

  Includes RIMCO’s former VP of Land and VP of Geology under a
  consulting agreement

As of the date of the Acquisition, Whittier had eight full time
employees with a total annual base payroll of $845,100. Whittier’s employees
included three executive officers (CEO, COO, and CFO), one operations engineer,
one geologist, and three accounting and administrative personnel (assistant
controller, staff accountant and administrative assistant). The Company also
engaged contract field personnel to assist in running the Company’s operated,
producing oil and gas properties.

The Company’s COO and operations engineer were principally responsible
for running the Company’s operated properties, as well as overseeing
non-operated oil and gas properties. Whittier’s COO also dedicated a
significant portion of his time generating and evaluating property and
corporate acquisition opportunities. The Company’s geologist’s principal duties
included geological review of acquisition opportunities, evaluation of the
Company’s oil and gas properties for development and exploitation
opportunities, and reviewing third party generated exploration prospects.

As of June 15, 2005, RIMCO had 21 employees with a total annual
base payroll of $1.7 million. RIMCO’s management and employees included three
executive officers (CEO, President, and CFO), nine technical personnel and nine
accounting and administrative staff. RIMCO’s technical team included a
vice-president of geology, one geologist, one geophysicist, two technical
assistants, a vice-president of land, a land manager, and two land staff. Accounting
and administrative personnel included a controller, assistant controller, six accounting
staff, and one administrative assistant. RIMCO’s technical team was located in
Houston, Texas, while its accounting and corporate office was in Avon,
Connecticut.

5

Upon completion of the Acquisition, RIMCO’s three executive officers resigned
and the Company closed RIMCO’s office in Avon, Connecticut, and transitioned
those operations to our headquarters in Houston, Texas. As mentioned previously,
the Company also entered into a consulting contract with the RIMCO Consultants
to manage the newly acquired exploration prospects and to continue generating
new prospects. Under this consulting agreement, the Company retains a right of
first refusal for any future prospects they generate.  RIMCO’s remaining technical staff members were
retained as employees of the Company, along with one senior accountant from the
Avon office who has relocated to Houston.

As of the November 1, 2005, the Company had 18 employees with a
total annual base payroll of approximately $1.8 million, plus annual cash
payments of approximately $428,000 payable under the terms of the Company’s
consulting agreement with the two RIMCO Consultants. The Company’s employees
include our three executive officers (CEO, COO, and CFO), nine technical
personnel and six accounting and administrative staff. Considering the two RIMCO
Consultants, the Company’s has a dedicated technical team of 11 pers