SecProbe.io

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Mail Stop 6010

	June 28, 2005

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

Re:	JMG Exploration, Inc.
	Amendment No. 2 to the 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 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
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

Management`s Discussion and Analysis or Plan of Operation, page 14

Contractual Obligations and Commitments, pages 19-20

1. Please revise your contractual obligation disclosure to include
a
discussion of the Exploration and Development agreement discussed
on
page F-15 of the notes to the financial statements.

Underwriting, page 45

2. We note your response to comment 12 and your statement that you
revised your disclosure as set forth in your response letter to
us.
It does not appear you have provided this disclosure in your
filing.
Please explain or revise your disclosure accordingly.

Notes to Financial Statements

7. Related Party Transactions, page F-14

3. It appears that your discussion of unpaid related party
payables
does not agree to the balance sheet.  As such, please revise your
disclosure to ensure that all material related party transactions
are
discussed.

*	*	*

      File a pre-effective amendment in response to these
comments.
Provide a letter keying your responses to the comments, and
provide
any requested supplemental information.  If you believe complying
with these comments is not appropriate, tell us why in your
letter.
The response letter should be uploaded to EDGAR, with the form
type
label "CORRESP" and linked to the registration statement file
number.
We may have comments after reviewing revised materials and your
responses.

      Submit your request for acceleration at least two business
days
prior to the requested effective date.

      You may contact Tabatha Akins, Staff Accountant at (202)
551-
3658 or Lisa Vanjoske, Assistant Chief Accountant at (202) 551-
3614
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Song P. Brandon, Staff
Attorney
at (202) 551-3621, John Krug, Senior Attorney at (202) 551-3862,
or
me at (202) 551-3710 with any other questions.

								Sincerely,

								Jeffrey P. Riedler
									Assistant Director

cc:  	Gary A. Agron, Esq.
	Law Office of Gary A. Agron
	5445 DTC Parkway, Suite 520
	Englewood, Colorado  80111

	Jeffrey M. Knetsch, Esq.
	Brownstein Hyatt & Farber, P.C.
	410 17th Street, 22nd Floor
	Denver, CO  80202
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