June 14, 2005



Ms. Courtney Cowgill
Chief Financial Officer
Oceanic Exploration Company
7800 East Dorado Place, Suite 250
Englewood, CO 80111


	Re:	Oceanic Exploration Company
		Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed March 24, 2005
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
      Filed May 12, 2005
		File No. 1-08521


Dear Ms. Cowgill:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Form 10-KSB for the Fiscal Year Ended December 31, 2004

Description of Business

Discontinued Operations - Sale of Alliance Employment Services
Division

1. We note that you sold the assets comprising the Alliance
Staffing
Division to Cordillera, a related party, on June 30, 2003, and
that
you are reporting these operations as discontinued.  Please tell
us
how you have considered the guidance in paragraph 42(b) of SFAS
144
and EITF 03-13, which allows results of operations of a component
of
an entity to be classified as discontinued provided you will not
have
any significant continuing involvement in the operations of the
component after the disposal transaction.

2. We note your statement, with respect to your sale of Alliance
Staffing Division, that "The loss on the sale included costs from
the
transaction."  Please tell us how you accounted for the sale and
explain how you have considered the accounting guidance in
paragraphs
11 and D11 through D18 of SFAS 141 for related parties under
common
control.  In addition, please tell us where you have recorded the
loss associated with this sale in your Consolidated Statement of
Cash
Flows.

Management`s Discussion and Analysis

Liquidity and Capital Resources

3. Please revise your liquidity and capital resources discussion
to
explain how you intend to fund operations in both the short-term
and
long-term.  Refer to Item 303(a)(1)(i)-(iii) of Regulation S-B.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

4. With assistance from your independent auditor, please tell us
how
your auditor has considered your ability to continue as a going
concern, as required by AU Section 341.

Consolidated Balance Sheets

5. We note that you have fully reserved your restricted cash
balance
of $390,050 because you expect that this cash will be forfeited to
pay for legal expenses as part of the Australian litigation.
Please
support your presentation of the reserve as a contra-cash account
or
if you believe these restricted funds represent a liability, as
defined in paragraph 35 of FASB Statement of Concepts 6, revise
your
presentation accordingly.

6. We note that your presentation of the line items "Oil and gas
property interests, full-cost method of accounting" with a balance
of
$39 million and "Less accumulated amortization, depreciation, and
impairment allowance" with a balance of $(39) million does not
conform to Article 4-10(c)(4)(ii) of Regulation S-X.  In this
regard,
costs capitalized within a cost center in excess of the cost
center
ceiling should be charged to expense.  Please support your
inclusion
of these line items in your consolidated balance sheets.

Consolidated Statements of Stockholders` Equity

7. Please provide detail in a separate column of the changes in
the
number of shares of common stock.  Refer to paragraph 10 of APB 12
and revise your presentation accordingly.

Consolidated Statements of Cash Flows

8. We note that you have classified the purchase of short-term
investments as an investing activity.  However, we also note that
a
portion of your short-term investment balance includes mutual
funds
that are classified as trading securities.  Confirm, if true, that
you have complied with paragraph 15 of SFAS 95, which states that
"Investing activities exclude ... securities that are classified
as
trading securities..." or revise your presentation, as
appropriate.

Note (1) Accounting Policies

(l) Oil and Gas Properties

9. Please revise your accounting policy note on your oil and gas
properties to clearly reflect your current state of operations.

Controls and Procedures

10. We note your reference to Exchange Act Rules 13a-15(c) and
15d-
15(c).  This reference is no longer current with the amendments
made
in conjunction with Release No. 33-8238, effective August 14,
2003.
Under Rules 13a-15(e) and 15d-15(e), the definition of disclosure
controls and procedures also includes controls and procedures to
ensure that information required to be disclosed by an issuer in
the
reports it submits under the Act are accumulated and communicated
to
the issuer`s management, including its principal executive and
financial officers.  Please expand your disclosed definition of
"disclosure controls and procedures" or make reference to the
definition of such controls and procedures in Rules 13a-15(e) and
15d-15(e), if appropriate, to address this requirement.  This
comment
also applies to your Form 10-QSB for the fiscal quarter ended
March
31, 2005.

11. You state that there were no "significant changes" in your
"internal controls" and no factors that could "significantly
affect"
these controls subsequent to the date of their evaluation.
However,
Item 308(c) of Regulation S-B requires that you disclose any
change
in the registrant`s "internal control over financial reporting"
identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during
the
fourth fiscal quarter that has "materially affected, or is
reasonably
likely to materially affect, the small business issuer`s internal
control over financial reporting."  See also Regulation S-B,
paragraph 4(d) of Exhibit 31 and revise your disclosure
accordingly.
This comment also applies to your Form 10-QSB for the fiscal
quarter
ended March 31, 2005.

Exhibit 31

12. We note that the wording of your certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 does not precisely
match the language set forth in the Act.  Refer to Item 601(b)(31)
of
Regulation S-B for the exact text of the required Section 302
certification and revise as appropriate.  In addition, please note
that you must provide a separate certification for each principal
executive officer and principal financial officer.  See Rules 13a-
14(A) and 15d-14(a) and revise your certifications accordingly.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Controls and Procedures

13. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"Within 90 days prior to the date of this report."  However, Item
307
of Regulation S-B requires that your certifying officers disclose
their conclusions regarding the effectiveness of your disclosure
controls and procedures "as of the end of the period covered by
the
report."  See also Regulation S-B, paragraph 4(c) of Exhibit 31
and
revise accordingly.

Closing Comments

       As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,


      Jill S. Davis
								Branch Chief
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Ms. Cowgill
Oceanic Exploration Company
June 14, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05