SecProbe.io

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November 3, 2005

Mr. Andrew P. Calerich
President and Chief Financial Officer
1050 17th Street, Suite 1850
Denver, Colorado 80265

Re:	American Oil & Gas Inc.
		Registration Statement on Form S-3
      Filed October 4, 2005
	File No. 333-128812

Dear Mr. Calerich:

      We have limited our review of the above filing 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
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.

Form S-3

Selling Stockholders, page 8

1. We note that TR Winston & Company LLC is a registered broker-
dealer
that received its shares as compensation for investment banking
related services.  Is any other selling shareholder a registered
broker-dealer or affiliate of a registered broker-dealer?  If a
registered broker-dealer, please identify the selling shareholder
as
an underwriter unless the securities you are registering on its
behalf
also compensated the shareholder for investment banking services.
If
any selling shareholder is an affiliate of a registered broker-
dealer,
please confirm to us that the shareholder 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
shareholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter.  We may have
additional comments.
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 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.

Closing Comments

      As appropriate, please amend the above filing in response to
these comments.  You may wish to provide us with a marked copy 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 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 contact Jason Wynn at (202) 551-3756 or me at (202)
551-
3685 with any questions.  Direct all correspondence to the
following
ZIP code:  20549-7010.

									Sincerely,

									Tangela S. Richter
									Branch Chief

      cc:  J. Wynn

            via facsimile
      Alan L. Talesnick, Esq. & Jon S. Ploetz, Esq.
            Patton Boggs LLP
            (303) 894-9239
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Mr. Andrew P. Calerich
American Oil & Gas Inc.
November 3, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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