SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

							September 26, 2005

Via U.S. Mail
David K. Lifshultz
Chairman and CEO
Genoil, Inc.
703-6 Avenue S.W., Suite 510
Calgary, Alberta
Canada T2P 0T9

RE:		Genoil, Inc.
      Form 20-F for the fiscal year ended December 31, 2004
		File No. 0-50766

Dear Mr. Lifshultz:

      We have reviewed the above filing and have the following
comment.  We have limited our review of your Form 20-F to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 20-F.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

General

We note from the disclosure on page 9 that the company has
marketing
agreements with either individuals or organizations in Cuba.  We
also
note from the disclosure on page 13 that you have engaged an agent
or
agents in Cuba.  In view of the fact that Cuba has been identified
by
the U.S. State Department as a state sponsor of terrorism, and is
subject to OFAC-administered economic sanctions, please describe
for
us more fully the terms of your marketing arrangements with
individuals and organizations in Cuba, and the terms of your
arrangements with your agent(s) in Cuba. Advise us of the
materiality
of your contacts in Cuba, and give us your view as to whether
those
contacts constitute a material investment risk for your
shareholders.
In preparing your response, please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of all factors that a reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.  In this regard, we note
that
legislation requiring divestment from, or reporting of interests
in,
companies that do business with U.S.-designated state sponsors of
terrorism has been adopted by Arizona and Louisiana.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      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 the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comment, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments 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 our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact me at (202)
551-
3470 if you have any questions about the comment or our review.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Peggy Fisher
		Assistant Director
		Division of Corporation Finance
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David K. Lifshultz
Genoil, Inc.
September 26, 2005
Page 1

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