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      June 30, 2005

Mr. Robert Coale
President and Chief Executive Officer
Giant Oil & Gas Inc.
246 Stewart Green S.W., Suite 4010
Calgary, Alberta, Canada, T3H 3C8

      Re:	Giant Oil & Gas Inc.
      	Registration Statement on Form F-1
      Filed May 31, 2005
      File No. 333-125381

Dear Mr. Coale:

      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 F-1

General

1. Many of the following comments apply to disclosure that appears
in
more than one place.  In addition, we often raise more than one
point
within one numbered comment.  To avoid the need for us to issue
repetitive comments or to reissue similar comments in future
letters,
please ensure that you fully respond to every point we raise in
each
numbered comment.  Key your letter of response to our numbered
comments, and indicate precisely where in the marked version of
the
amendment you have made corresponding changes.

2. Because there is no market for your stock, you will need to
include
in the final prospectus the price per share at which the stock
will be
offered and sold until such time, if ever, that the shares trade
on
the OTCBB.

3. The company is responsible for the accuracy and completeness of
all
disclosure that appears in its filings with the Commission.  In
that
regard, the registration statement includes a number of
inconsistencies, as well as disclosure that fails to properly
convey
the business that you propose to conduct and your current lack of
any
meaningful operations.  We will cite individual examples, but you
need
to review all disclosure carefully to ensure that you have
prepared a
document that is complete, internally consistent and accurate.  We
may
have additional comments upon review of the amended Form F-1.

4. Most of your disclosure relates to business operations that you
conceivably could engage in at some unknown future time.  Revise
the
document in general to provide a more apt description of your
business
as currently constituted and to make clear the absence of
meaningful
prospects.  The extent of the disclosure you include regarding
possible future operations and potential business considerations
could
obscure the following points, all of which need to appear
prominently
in one place near the front of your document:

* "We have not, as yet, determined if we will exercise our option
on
the Well."  [Page 17.]  It appears as though you are essentially a
blank check company.  We refer you to Securities Act Rule 419.
Ensure
that your document accurately describes your business plan.

* "We do not have any plan to generate revenue."  [Page 22.]

* "At this time, we definitely have no natural gas reserves on our
leases."  [Page 17.]  And make clear that your only business asset
is
the right to acquire a working interest and net revenue interest
in a
well that is not currently in production.

* "There is no commercially viable resource on our leases."  [Page
18.]

* "Our only intention thus far is to participate as an owner of
interests in properties such that we are not involved in the
actual
operation of the extraction operations."  [Page 19.]  But even
this
appears to overstate your plans and current "operations," since
you
indicate on page 20 that you "have not begun to research or
identify
other potential acquisitions, but expect to do so within the next
twelve months."

* "No member of our management team is presently employed by us."
[Page 20.]

* Neither of your officers, and none of your three directors
receives
any compensation.  In that regard, make clear that your director
serves entirely as a

volunteer; we note that he is listed as owning no shares.  And
advise
us why he has agreed to serve without compensation and without any
share ownership or other benefits.

* No one devotes more than a day per week to your business, and
both
officers have direct conflicts of interest due to their positions
with
other resource exploration companies.

* It is remote that you will obtain any meaningful revenues from
the
only property in which you have a potential interest.  You
disclose at
page 21 that the well has had only "sporadic production."  Also
provide enhanced disclosure regarding the timing and rates of
production.

* Potential purchasers should only consider the purchase of your
shares with full knowledge of the risks and the likelihood that
they
might lose their entire investment.  If you believe that this is
not
accurate, advise us why.

5. Ensure that your disclosure is consistent, current and concise.
Also make sure that you do not overstate the status of your
business
and prospects.  The following, while not a complete list, are
among
the many apparent overstatements, inconsistencies and examples of
outdated disclosure that we encountered during the course of our
review:

* The well "is utilized for the business purpose of producing
natural
gas."  [Page 4.]  Disclosure elsewhere suggests that there may be
no
resources on the property.

* You refer at more than one place to the maximum amount you could
receive in the event that all warrants are exercised at the full
price.  But this appears to ignore that the warrants are not
exercisable on their terms for another two years.  It also ignores
your discretionary authority to reduce the exercise price.

* Disclose in necessary detail the plans you have with regard to
moving forward the warrant exercise date and reducing the exercise
price.  Also make clear what factors you will consider in that
regard,
and disclose any agreements, tacit, explicit or otherwise, that
you
have with any warrantholders in that connection.  And clarify that
it
is unlikely that you will obtain anything approaching the maximum
exercise price proceeds for the foreseeable future.  We may have
additional comments.

* "We may extend our option for one year by paying an additional
USD
$6,000...."  But the next sentence makes clear that the payment
has
already occurred.

* You indicate at page 24 and elsewhere that "office expenses"
through
December 31, 2004, were only $147, but you indicate at page 20
that
your rental rate is CDN $125 per month.  Clarify when you began
making
rent payments.

* You refer to having a "minimal operating history" and having not
generated "any meaningful revenues," but even those
characterizations
appear to overstate your situation.  It appears that you have not
generated any revenues from operations.  And explain what
"exploratory
drilling" you have already undertaken.  [Page 8.]

* "We compete with major and independent crude oil and natural gas
companies for properties."  [Page 20.]  It does not appear that
you
have had any meaningful operations, so the suggestion that you are
in
competition with large entities lacks proper balance.

* You refer to needing $100,000 - apparently CDN -- to "maintain
operations," but it is unclear what operations you intend to cite.
[Page 20.]  Also the reference at page 21 to "expanding" your
business
during the next 12 months requires additional explanation.
Similarly,
it is unclear which "exploratory work" you are referring to at
page 22
as having been completed.

* "Our plan over the next twelve months is to exercise our
option,"
but this disclosure at page 20 is in conflict with the statement
that
appears at page 17.

* The reference to a concurrent "primary offering" that you are
registering at the same time requires additional explanation.
[Page
21.]

* Explain the reference to the Polischuk Property, which appears
only
at page 22.

* You state that you "participate in the oil and gas industry
through
the optioning of oil and gas exploration and development
projects."
[Page 24.]  Provide us with support for this assertion.  Also,
clarify
the references to "our properties" and "our mineral properties."

* If you retain the reference, explain why you refer to possible
listing on the Nasdaq Small Cap Market at page 38.  Also update
the
disclosure regarding the items voted upon at the June 16, 2005,
meeting, including any changes to the Articles of Incorporation
that
resulted.  File the amended Articles as an exhibit.

* Explain to us why you include a glossary that includes many
terms
that do not appear in the document.  [Page 41.]  Your disclosure,
including the revised Risk Factors section, should not be generic
but
instead should apply to your particular facts and circumstances.

* Your pagination on the version provided to us as courtesy copies
differs from the version filed via EDGAR.

* Refile the agreement you filed as Exhibit 10.6 to include the
names
and capacities of those signing as "authorized signatory."

6. We understand that you have secured an option to acquire a 10%
working interest and an 8% net revenue interest in the Wimberley
#5
Well located in Jack County, Texas exercisable within twelve
months of
February 8, 2005.  In any instance throughout your document that
you
discuss this well, please state clearly that you do not currently
own
the lease.  Also, identify the status of the well and state
clearly,
if true, that this is not a producing property.

Trading Market, page 6

7. We note that you intend to apply to the OTCBB in this section
and
in your risk factor section.  Please tell us, on a supplemental
basis,
the status and timing of your application with the OTCBB.

Note Regarding Forward-Looking Statements, page 7

8. Because this is your initial public offering, the safe harbor
provisions do not apply to your disclosure.  Notwithstanding your
reference to penny stock at the end of the paragraph, if you
retain
this section, revise the first part to eliminate the suggestion
that
any of the statements are "forward looking statements" as defined
by
the federal securities laws.  Also revise to eliminate the
suggestion
that "will" identifies forward-looking statements.

Risk Factors, page 7

9. Eliminate language that tends to mitigate the risk you discuss.
Examples include clauses that begin with "although" or "while."
Instead, focus on the underlying risk, such as the harm that could
result from being a new company or your ability to continue as a
going
concern.

10. Revise this section to remove statements like "we cannot
assure"
and "we cannot guarantee" and to eliminate the suggestion that the
reader "should not rely" upon particular disclosure.  Instead,
state
the risk plainly and directly.
11. We note your statement in Risk Factor 4 at page 9 that "[your]
success depends heavily upon the continued contributions of Robert
Coale, whose knowledge, leadership and technical expertise would
be
difficult to replace."  However, you then state in Risk Factor 5
at
page 9 that "[your] management, officers and directors do not have
extensive oil and gas experience, therefore investors should not
rely
on [your] management, officers and directors as being experts in
the
area of oil and gas exploration and production, which is [your]
business focus."  Please expand or revise your statements to
eliminate
the confusion created by these two contradictory statements.

If capital is not available to us to expand our business
operations...., page 8

12. Disclose in necessary detail later in the document the amount
of
capital you anticipate will be necessary to develop Wimberley #5
Well.
We may have additional comments.

Capitalization, page 16

13. Please revise the information in the capitalization table as
of a
date within 60-days of the filing date.  See Item 3(B) of Form 20-
F.

Foreign Currency Exchange: United States Dollars and Canadian
Dollars,
page 23

14. Please update the exchange rate information as of the most
recent
practicable date.

Management Discussion and Analysis of Financial Condition and
Results
of Operations, page 23

Management, page 26

15. Disclose for each officer how much time he devotes to your
business and affairs.

Involvement in Certain Legal Proceedings, page 27

16. Revise to make clear that there are no such legal proceedings,
rather than suggesting that you are "not aware" of any.  Make
parallel
changes to the disclosure that appears under "Potential Conflicts
of
Interest."

Potential Conflicts of Interest, page 27

17. We note that your president and other directors work for other
natural resource exploration companies.  Include appropriate Risk
Factors disclosure in that regard.

Executive compensation, page 28

18. We note your disclosure that no officers or directors received
compensation.  Please provide us with an analysis that quantifies
the
value of the services that they contributed to you and indicate
whether or not these contributed services are reported in your
results
of operations.  Refer to SAB Topic 5:T for US GAAP.

19. Expand your MD&A discussion to indicate whether or not the
current
compensation arrangements are expected to change.  If your
historical
results reflect compensation that is materially different from
that
expected after the

offering, please explain the impact of salary commitments on
future
results and liquidity.

Security Ownership of Certain Beneficial Owners and Management,
page
29

20. Please explain why your commitment to issue common shares to
your
executive officers, Robert Coale and Donald Neal for $0.0001 per
share
did not result in compensation costs.  We note, as disclosed on
page
55, that you issued additional commitments to issue common shares
shortly after the issuance of those shares in May and June 2004
for
$0.01 and $0.10 per share.

Plan of Distribution, page 33

21. We note that the selling shareholders may engage in short
sales of
your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Share Capital, page 37

22. Revise this section to provide a more direct and detailed
comparison of shareholders` rights and other corporate governance
matters under Canada and, for example, Delaware law.  Consider
providing this information in tabular form.  For example but
without
limitation, explain whether Canadian law:

- allows shareholder to cumulate their votes;

- allows shareholders to approve corporate matters by written
consent;
or

- allows for the issuance of preferred stock or the adoption of
other
"poison pill" measures that could prevent a takeover attempt and
thereby preclude shareholders from realizing a potential premium
over
the market value of their shares.

Financial Statements

Balance Sheet, page 48

23. Please provide us with information regarding the nature of the
items that comprise the amount reported in the "cash" line item of
your balance sheet.  Indicate if any of these items include
Treasury
bills, commercial paper, money market funds or other amounts
considered to be cash equivalents.  If so, rename the line item
"cash
and cash equivalents" and disclose your policy for determining
which
items are treated as cash equivalents as per CICA 1540.06(b) for
Canadian GAAP and SFAS 95 for US GAAP.

24. We note your presentation of 41,560,300 common shares as "to
be
issued."  We understand that you received the cash proceeds during
the
period from April 2, 2004 to December 31, 2004 for th