SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      December 9, 2005

Mr. George S. Young
Chief Executive Officer
Fellows Energy LTD
370 Interlocken Boulevard, Suite 400
Broomfield, Colorado 80021

      Re:	Fellows Energy LTD
		Registration Statement on Form SB-2
      Filed November 10, 2005
		File No. 333-129627

Dear Mr. Young:

      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.
Form SB-2 Filed November 10, 2005

Financial Statements

1. Please update your registration statement to include financial
statements for your third fiscal quarter ended September, 2005, to
comply with Item 310(g) of Regulation S-B.

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

Description of Business, page 2

2. We note your disclosures describing the following stock
transactions that you completed on January 5, 2004, all of which
were
valued differently. You state that you...

(a)	acquired interests in certain oil and gas leases in exchange
for
3.5 million shares of common stock, a transaction which you valued
at
$1.05 million, or $.30 per share.

(b)	sold 2.75 million shares of common stock in a private
placement
for $2.75 million, or $1 per share; and

(c)	incurred an obligation to issue 250,000 shares of common
stock to
a financial adviser as a fee, which you valued at $457,500, or
$1.83
per share.

Please explain to us how you determined your common stock value
for
each of these transactions, and how you arrived at different per
share
value for each transaction even though all transactions occurred
on
the same date.  Tell us the reasons that you did not utilize the
quoted market price of your common stock in your valuations.

Financial Statements, pages 18-21

3. We note your disclosure on page 2 explaining that you were
incorporated on April 9, 2001; and that from 2001 through 2003,
you
offered business consulting services in the retail automobile
fueling
industry.  We understand that starting in January 2004, you
changed
your operational focus to oil and gas exploration.

It appears you should disclose the inception-to-date financial and
other information required under paragraphs 11 and 12 of SFAS 7,
given
your status as a development stage enterprise, as defined in that
Standard.  You may also refer to the guidance offered in
Instruction
2(2)(vi) to Item 310(b) of Regulation S-B, if you require further
clarification.

4. Since you discontinued your automobile fueling consulting
business
at the beginning of 2004, it is unclear why you have not reported
your
automobile fueling consulting business as discontinued operations,
in
accordance with paragraph 43 of FAS 144.

Statement of Changes in Stockholders` Equity, page 20

5. We note that you report stock issuance obligations ($362,500
balance at December 31, 2004) as part of your equity.  Please
disclose
how the shares were valued, when they will be issued, and/or
whether
there are any conditions required for issuance.  It should be
clear
why you believe the equity classification, as opposed to liability
classification, is appropriate for your stock issuance
obligations.
Please submit an analysis of the terms of the arrangements,
showing
how your classification complies with the guidance in paragraphs 8
through 12 of SFAS 150.

Form 10-QSB for the Nine Months Ended September 30, 2005

Financial Statements

6. Please amend your filing to include your audited balance sheet
as
of December 31, 2004, to comply with Rule 10-01(c)(1) of
Regulation S-
X.

7. Please make all necessary accounting and disclosure revisions
in
your interim reports of Form 10-QSB to comply with applicable
comments
issued above.

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.

      You may contact Lily Dang at (202) 551-3867 or Karl Hiller,
Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the financial statements and related matters.  If you
have
any other questions, please contact Carmen Moncada-Terry at (202)
551-
3687 or, in her absence, the undersigned, at (202) 551-3740.

      	Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	M. Ross (via facsimile)
      C. Moncada-Terry

Mr. George S. Young
Fellows Energy LTD
December 9, 2005
Page 2

</TEXT>
</DOCUMENT>