SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 17, 2005

MAIL STOP 3561

via U.S. mail and facsimile

Douglas Humphreys, President
Morgan Creek Energy Corporation
10120 S. Eastern Avenue, Suite 200
Henderson, NV 89052

Re:      Morgan Creek Energy Corporation
	Form SB-2, Amendment 3 filed September 29, 2005
	File No. 333-123989

Dear Mr. Humphreys:

	We have the following comments on your filing. 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.

General

We reissue comment number one of our letter dated September 26,
2005.
It states:
1. Please provide the staff with copies of the publications(s) or
reports, or excerpts thereof, which contain the basis for the
following statements on the "Operations" page of your website, and
are marked to show the relevant information:

"The region where Morgan Creek is fixing its drilling initiatives
is
one of the most prolific coal-based gas producing areas in the
entire
United States. According to the Oklahoma Geological Survey, 865
(40%)
of the 2,179 CBM completions in Oklahoma from 1988 to 2002 were
located in the Arkoma Basin. Wells adjacent to the company`s
leases
have average initial production of between .5 and 1.0 MMCF per
day,
although a number of the wells are producing over 1.0 MMCF per
day.
An
average of 153 horizontal CBM wells completed in Hartshorne coal
have
provided initial production that averages 0.418 MMCF per day."

In the highlighted section from the Cardott survey which you have
provided for us supplementally, we find support for only the
second
statement that we cited in the comment.  It begins:  "According to
the Oklahoma Geological Survey ... ."  Please mark the Cardott
survey
and the 138 pages of "Well Completions," to provide support for
each
of the website statements cited above.  If applicable, provide a
brief written explanation that will ensure that we understand
which
statement each marked section supports and why.
2. On the website fully identify the "Oklahoma Geological Survey"
which you have referenced.

Number of Shares Outstanding, page 6
3. You have stated in this section that, as of June 30, 2005 there
were 10,167,700 shares of the company outstanding.  However, on
page
60, in the interim financial statements for the period ended June
30,
2005, you have stated there were 10,167,000 shares outstanding on
June 30, 2005.  Please resolve this inconsistency wherever
applicable
throughout the registration statement.

Risk Factors page 8

We are a new entrant into the oil and gas industry without
profitable
operating history and no proved developed producing reserves, page
10
4. Remove the mitigating language about the Fletcher Lewis report.
It is not appropriate to summarize this report in this section of
the
filing other than you have no proved reserves.

Management`s Discussion and Analysis, page 20
5. Please relocate the disclosure in this section about the
company`s
communications program, including its direct mail program, and
related activities to the "Current Business Operations" section on
page 31.

Liquidity and Capital Resources, page 23
6. We note your added disclosure regarding your anticipated
communications program.  Please explain in detail how you will
ascertain that any information about the company disseminated by
this
program is:

* also in the registration statement for any pending public
offering;
and

* not disseminated at a time when it would cause the company to
lose
its exemption for a private offering.

In addition, please address how such a program may be implemented
and
conducted in a manner that is consistent with the rules and
regulations of applicable federal and state securities laws.  We
may
have further comment.
7. In the last complete paragraph on page 24 you have stated that
you
have paid $200,000 to American News Publishing, Inc. for the
development of an investor communications package and deposit on
shareholder communications materials and direct mail program.
Please
discuss in detail the implications of the fact that a portion of
this
amount is only a deposit on the cost of the shareholder
communications, including, but not limited to, stating the amount
of
the deposit and providing details of the ongoing cost of the
program.
8. On page 25, in the eleventh paragraph of this section, which
paragraph begins:  "The Company`s direct mail ....," please
provide,
or cross reference, an explanation of why your approach to coal
bed
methane gas exploration business is unique.
9. On page 25, again in the eleventh paragraph of this section,
which
paragraph begins:  "The Company`s direct mail ....," please
clarify
the disclosure under "d)."
10. On page 25, in the twelfth paragraph of this section, which
paragraph begins "The intended audience....," please describe in
detail the meaning of "qualified readers."

Current Business Operations, page 31
11. Please define "working interest" in the second sentence of
this
section.

Summary of Terms of Leases, page 32
12. We repeat comment number 11 of our prior letter dated
September
26, 2005, which comment stated:  "In the last paragraph of this
section it appears that the December 31, 2005 payment date is
incorrect.  Please explain or revise."  However, in other
disclosure
in the eighth paragraph of the "Liquidity and Capital Resources"
section you have disclosed that February and March of 2005 were
the
dates that you paid for these two items.  If, in fact, you will
make
these payments a second time after December 31, 2005, please
disclose
wherever appropriate throughout the registration statement.

Director, Executive Officers, Promoters, and Control Persons, page
38
13. For each officer and director you have provided two separate
employment histories.  For each, please combine these into one
section.
14. Please provide beginning and ending dates for each of the
companies named in the business histories of your officers and
directors, including, but not limited to, Oak Hills Drilling and
Operating LLC for Douglas Humphreys.
15. Please provide the names of Steve Jewett`s accounting and tax
practice, Bruce Horton`s accounting and financial management
consulting business and Grant Atkins` financial and project
coordination consulting company.

Certain Relationships and Related Transactions, page 40
16. We note that under "Liquidity and Capital Resources" you have
disclosed affiliations between the registrant and the following:
International Market Trend, Inc. and/or American News Publishing,
Inc.   Disclose those affiliations in this section, also.
17. We note under "Business Experience" on page 39 that you have
made
the following statements:  "Mr. Humphreys is also a manager of Oak
Hills Drilling and Operating, LLC, an oil and gas drilling and
operating company based in Holdenville, Oklahoma that acts as
"operator" to Morgan Creek."; and "Some of the services  to be
provided by  Humphreys  to the  Company in the  future,  may be
provided through this business  entity."  Please provide these two
statements in this section.

Exhibits
18. Please revise the exhibit index to reflect that the Fletcher
Lewis consent is Exhibit 4.6 and not 4.5.
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 supplemental 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 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 Terence O`Brien at (202) 551-3355 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Susann Reilly at (202) 551-3236 with
other
questions.

      Sincerely,

      John Reynolds
      Assistant Director
      Office of Emerging Growth Companies

cc:  William O`Neal, Esq.
      By facsimile (480) 816-9241

??

??

??

??

Douglas Humphreys, President
Morgan Creek Energy Corporation
November 17, 2005
Page 1

</TEXT>
</DOCUMENT>