SecProbe.io

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<FILENAME>filename1.txt
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      September 16, 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.
      	Amendment No. 1 to Registration Statement on Form F-1
      Filed September 7, 2005
      File No. 333-125381

Dear Mr. Coale:

      We have reviewed your filing and response letter dated
September
5, 2005 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.

Form F-1

General

1. We note your response to our prior comment 4.   We reissue our
comment in part.  Further revise your document where necessary to
emphasize your lack of any meaningful current business operations
and
apparent lack of meaningful future prospects.  For example, at
page 18
you still claim to be in the early stages of "engaging in the
exploration and development of oil and gas properties," which
appears
to overstate the status of your business at this point in time.
Also
explain in further detail why you believe Rule 419 does not apply
to
your situation.  We may have additional comments.

2. Please update your financial statements as needed.

3. Please update your independent auditors` consents.

Capitalization, page 18

4. We restate prior comment 13.

Security Ownership of Certain Beneficial Owners and Management,
page
29

5. We have reviewed your response to prior comment number 20 and
do
not believe you have addressed our comment.  We note your
disclosure
on page 52 that you issued shares to your executive officers,
Robert
Coale and Donald Neal, for $0.0001 per share on May 7, 2004, and
then
issued shares in a private placement for $0.01 per share for cash
on
May 20, 2004.  As previously requested, please explain why the
fair
value of the shares issued to your executive officers did not
result
in compensation costs.

6. We have reviewed your response to prior comment number 29 and
do
not believe you have fully addressed our comment.  As previously
requested, please explain the exact terms of your right to
repurchase
the common shares that you issued to your executives.  Indicate
whether or not there are provisions whereby you are required to
repurchase the common stock, such as, but not limited to the
termination of their employment or the requirement to reach
certain
performance goals. We may have further comment.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with a
marked
copy 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 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as 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 Regina Balderas at (202) 551-3722 or Jill
Davis,
Branch Chief, at (202) 551-3683 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Jason Wynn at (202) 551-3756 or Timothy Levenberg, Special
Counsel, at (202) 551-3707 with any other questions.  Direct all
correspondence to the following ZIP code:  20549-7010.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	R. Balderas
	J. Davis
      J. Wynn
      T. Levenberg
      S. Min

      via facsimile

      David Lubin, Esq.
      David Lubin & Associates
            (516) 569-5053

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Mr. Robert Coale
Giant Oil & Gas Inc.
September 16, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F St., NE
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
     MAIL STOP 7010

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