SecProbe.io

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Mail Stop 3-09

							November 23, 2004

H.S. Hartley
Chief Executive Officer
JMG Exploration, Inc.
180 South Lake Avenue, 7th Floor
Pasadena, CA  91101

Re:	JMG Exploration, Inc.
	Registration Statement on Form SB-2
	File No. 333-120082

Dear Mr. Hartley:

	We have reviewed your filing and have the following 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 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

General
1. Please be advised that we have referred your filing to our
petroleum engineers on staff and may have additional comments upon
completion of their review.
2. In your response letter, please state our comment and then explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we can
easily place your revised disclosure in its proper context.

3. Please note that where we provide examples to illustrate what we
mean by our comments, they are examples and not complete lists.  If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
4. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

Press Release Dated August 12, 2004 and issued by JED Oil, Inc.
5. We make reference to a press release dated August 12, 2004, which
is located on JED Oil, Inc.`s website at www.jedoil.com.  In that
press release, JED states that "the arrangement with JMG is such that
if JMG`s exploration efforts result in the discovery of commercially
viable reserves with the potential for a substantive development
project, JED will have the right to purchase up to 80% the property
and farm in or joint venture on predetermined terms to develop the
property."  The press release also states that JED  "has the ability
to transfer to Enterra its right to purchase the JMG properties and
enter into a joint venture or farm in arrangement with both Enterra
and JMG."  Please disclose this business arrangement with JED in your
Business section, including a detailed description of all material
terms with JED regarding this arrangement.  Please also file the
agreement with JED as an exhibit to your registration statement.  In
addition, you should disclose the arrangement in your Certain
Transactions and Related Transactions section of your document.
6. In addition, please consider adding a risk factor highlighting the
risk and potential consequences of JED being able to purchase up to
80% of a property developed by you.  In the alternative, please tell
us why you do not believe such a risk factor is necessary.

First Prospectus (Subscription Rights)

Cover Page
7. Please limit your cover page to the information required by Item
501 of Regulation S-K.  Please remove all other information from the
cover page and move it to a more appropriate location in your
document. For example, you should relocate the second, third and the
fifth paragraphs to appropriate locations in the document.

Prospectus Summary, page 1

General, page 1
8. It appears that after the offering JED Oil, Inc. shareholders will
own a majority of your equity stock.  Please revise the third full
paragraph to disclose this information, including the approximate
percentage you expect JED shareholders to own of your equity stock.
9. In addition, please consider adding a risk factor highlighting the
risk and potential consequences that may arise as a result.  In the
alternative, please tell us why you do not believe such a risk factor
is necessary.

 The Offering, page 2
10. We note the disclosure you include in Footnote 2 of this section.
It appears that your prospectus assumes:  (a) all subscription rights
will be exercised; and (b) the non-exercise of warrants.  Please
justify to us why you have assumed each of these items.
11. With respect to your assumption that 390,000 shares of
convertible preferred stock will be converted to common stock, please
provide the disclosure you include on page 19 of the MD&A to the
effect that all holders of your preferred stock have advised you of
their attention to convert their unredeemed preferred stock to common
stock.
12. For the benefit of your readers, please include a brief summary
of what  JMG`s capitalization will be after the offering if all
subscriptions rights are exercised, including what percentage of the
Company will be owned by JED and JED shareholders.
Questions and Answers about the Rights Offering, page 4
13. Please revise "What is the subscription rights offering?" to
disclose how many shareholders of JED Oil, Inc. there are and clarify
how many subscription rights each such shareholder will receive in
this offering.
14. Please revise "How long will the subscription rights offering
last?" to disclose how shareholders will be notified if the
expiration date is extended.  Please also provide similar disclosure
in on page 42 under "Expiration time."
15. Please revise "Why are we making this subscription rights
offering?" to disclose why the subscription right to purchase
securities of JMG Exploration, Inc. are only being offered to holders
of JED Oil, Inc.  In your discussion, please indicate why
shareholders of JED are being given the opportunity to invest under
the same terms as your preferred shareholders.
16. It appears another reason for the subscription rights offering is
to repurchase the preferred shares.  Please revise or advise.

17. Please revise "How will you use the proceeds received from the
subscription rights offering" to include disclosure about the
redemption of the preferred stock and clarify that net proceeds to
the company, if any, will come from the exercise of warrants.
18. Please explain why the preferred shares will be repurchased
instead of using the proceeds to further your business activities?
Are you required to redeem the preferred shares and, if so, why?
19. In view of the expenses incurred in the private offering and
subscription offering, the interest rate on the preferred stock, and
the fact proceeds will be used to redeem the preferred stock, please
explain why the subscription offering, or a similar offering, was not
made to JED shareholders initially.
20. Please revise "May stockholders in all states participate?" to
disclose the states in which distribution of subscription rights is
unlawful.

Risk Factors, page 9
21. Since it appears your operations and ultimate profitability will
depend on the development of oil and gas properties of others, please
add a risk factor discussing your reliance on such entities.  In
addition, you should identify any companies in which you have entered
into farm in agreements.  Further, to the extent you have not done
so, please describe the material terms of such agreements and file
the agreements as exhibits.
22. We note your disclosure that you have no operating personnel and
have contracted with JED Oil, Inc. to provide for drilling, field
operations and related administrative services.  Please add a
separate risk factor discussing your reliance on JED and the
consequences to your operations if you are unable to maintain this
relationship or find a replacement to conduct these activities.
23. Based on your disclosure that you have no operating personnel and
further you only have two part-time employees, it appears you are
dependent on the services of these two individuals.  Please add a
risk factor describing your dependence on such individuals and the
potential consequences if such individuals leave the Company.  In
your discussion, please identify the key employees you depend on;
whether you maintain any employment agreements; and whether you
maintain any key life insurance policies on such individuals.
24. Please consider including a risk factor highlighting you and your
officers` affiliations with JED Oil, including the fact that a
majority of your board of directors appear to be serving in some
capacity with JED, and the potential conflict of interests that may
arise from this affiliation.

25. Please consider including a risk factor highlighting the fact
that a substantial portion of the proceeds from the exercise will be
used to redeem your convertible preferred shares, which are all owned
by JED shareholders and therefore only a small portion of the
proceeds, if any at all, will be available for general corporate
purposes.
26. Please include a risk factor addressing the various conflicts of
interest that exist including, but not limited to, selection or
allocation of prospects, repurchase rights, and any affiliations with
service providers and drilling companies.
27. We note your disclose on page 14 under the heading "Dividend
Policy."  Please consider adding a risk factor indicating that
investors will only see a return on their investment if the value of
the shares appreciates since you currently intend to retain future
earnings to develop and expand your business.

"Our future performance is difficult to evaluate because we have a
limited . . . .," page 9
28. Please revise to disclose that you have since your inception, you
have financed your operating cash flow needs solely through private
offerings of equity securities.

"We may incur substantial losses and be subject to substantial
liability claims . . . .," page 10
29. Please disclose what liability insurance you currently maintain
and the amount of coverage under each insurance policy.

"Market conditions or operational impediments may hinder our access
to oil and . . . .," page 10
30. Please identify any third parties you have contracted with to
obtain the services you discuss in this risk factor.  In addition, to
the extent you have not done so, please describe the terms of any
agreement you have with such parties in your Business section and
file the agreement as an exhibit.

"We are subject to complex laws that can affect the cost, manner and
feasibility  . . . .," page 11
31. Please revise to identify any specific government initiatives or
policies in consideration, if any, which could adversely affect your
business. If you are aware of recent material changes in the
insurance market that could result in government intervention,
discuss those as well.

"We may incur substantial liabilities to comply with environmental
laws and . . . .," page 11
32. Please indicate if you currently maintain hazardous liability
insurance as well as the amount of the coverage.

Competition in the oil and natural gas industry is intense, which may
adversely . . . ., page 11
33. Identify by name your principal competitors.  In addition, in the
Business section of your document, explain the competitive advantages
that each competitor possesses relative to your Company.  Please also
discuss your strategies for coping with those competitors and their
advantages.
34. We note the disclosure where you provide that your ability to
acquire additional prospects and to find and develop reserves in the
future will depend on your ability to evaluate and select suitable
properties and to consummate transactions in a highly competitive
environment.  This risk and potential consequences should be
discussed in a separate risk factor heading and discussion.  Please
add a new risk factor discussing the specific risks and consequences
if you are unable to evaluate and select suitable properties to add
to your operations, including the impact to your business strategy
and operations. In the alternative, please tell us why such a risk
factor is not necessary.

Use of Proceeds, page 14
35. We note your disclosure that you anticipate offering expenses to
be $300,000.  This is inconsistent with your disclose on page 6 "How
will you use the proceeds received from the subscription rights
offering" where you disclose expenses to be estimated at $250,000,
and also with your disclosure on page 15 under the heading
"Capitalization."   Please revise your disclose to reconcile the
inconsistency.
36. To the extent you can, please specify which general corporate
purposes the proceeds you have remaining or will have if warrants are
exercised will be used for. In your discussion, please also provide
the approximate dollar amount that you plan to use for the purposes
you identify pursuant to this comment.

Capitalization, page 15
37. Please justify to us why you have assumed the non-exercise of the
outstanding stock options.

Management`s Discussion and Analysis, page 18

Overview, page 18
38. Please consider removing your reference to the Hooligan Draw
Project as a joint venture.  The term "joint venture" may be
misleading to an investor.
39. Please define the term "farm in agreement."

Liquidity and Capital Resources, page 22
40. Please disclose the costs you have paid to date as well as the
approximate costs you expect to pay in connection with drilling and
related exploration efforts for the Hooligan Draw.
41. We note that your disclosure does not include information related
to possible future debt instruments as a source of funds.  From the
interest expense disclosure on Page 19, it appears that the Company
expects to enter into debt agreements in the future.  Please consider
disclosing the Company`s plans to use debt instruments in the future
as well as guarantees and related covenants, if applicable.

Contractual Obligations and Commitments, page 22
42. The purpose of Financial Reporting Release 67 is to obtain
enhanced disclosure concerning a registrant`s contractual payment
obligations and the exclusion of ordinary course items would be
inconsistent with the objective of the Item 303(a)(5) of Regulation
S-K.  Based on the above factors, please revise your contractual
obligation disclosure to include a table reflecting the expected
commitments associated with your exploration prospects.

Business, page 24
43. We note your reference to a technical agreement with JED in which
you contract with JED for drilling, field operations and related
administrative services.  Please provide all material terms of your
agreement with JED, including renewal provisions and termination
provisions.  Please also disclose the amount of money you have paid,
including prepaid expenses and advances, to date for services
rendered under this agreement.
44. Please expand the discussion to provide more detailed information
concerning JED including when it was formed, the nature and extent of
its operations, number of employees, and experience of its key
management personnel.  Clarify the extent to which JED itself has the
capacity to perform all required drilling, field operations, and
administrative services and the extent to which it will retain the
services of affiliates of JED for required services.
45. We note your prospects are located in Wyoming and Montana.
Please expand the discussion to include the characteristics of
operations in these areas.  For example, can drilling, development
and production activities year round or are you materially impacted