January 4, 2005

via U.S. mail and Facsimile

Henry W. Sullivan
Chief Executive Officer
North American Technologies Group, Inc.
14315 West Hardy Road
Houston, Texas 77060

Re:	North American Technologies Group, Inc.
	Draft Materials dated December 27, 2004
	File No. 0-16217

	Form 10-QSB for the period ended September 30, 2004
	File No. 0-16217

Dear Mr. Sullivan:

      We have the following comments on the above referenced
materials.  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.

Information Statement - Exchange Agreement
1. We note your response to prior comment 1.  We believe certain
information provided in this response would be meaningful to
readers
of your Information Statement.  We therefore request that you
expand
your disclosures to include:
* a statement that NATK is exchanging parent company securities
for a
future interest in its sole operating subsidiary`s securities;
and
* a statement that indicates why you have not provided the
financial
statements of TieTek LLC (e.g. because they would be virtually
identical to the disclosure on NATK).  You should also provide a
statement that NATK has only cash, minor investments and no
operations outside of TieTek LLC.  You should quantify the amount
of
cash and investments investment assets held by NATK.

2. We note your response to prior comment 2.  Expanded disclosure
similar to that provided in this response would be meaningful to
the
readers of your Information Statement.

Form 10-Q for the quarter ended September 30, 2004
Note 4 - Debt to Tie Investors, LLC
3. We note your response to prior comment 6.  Please expand your
disclosures to clarify that TieTek LLC made the interest payment
to
Tie Investors LLC on December 31, 2004 so the creditor lost the
right
to demand repayment.

Note 5 - Stockholders` Equity
4. We note your response to prior comment 7.  You indicate that
the
$395,709 relates to the SB-2 registration statement and the $14
million loan for TieTek LLC.  However, your disclosure in Note 4
indicates that $446,475 of debt offering costs were incurred
related
to the TieTek LLC loan.  We also note that such amount is
separately
reflected in your statement of cash flows.  Please tell us
supplementally and revise your disclosures to clarify the nature
of
the $395,709 other offering costs.

5. Expand your disclosures to clarify why the fair value assigned
to
the warrants to purchase 598,840 shares of common stock was
determined to be zero.

Closing Comments
      As appropriate, please respond to these comments by amending
the filing and submitting a response letter via EDGAR and "tagged"
as
correspondence.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  If you do not agree with a
comment, please tell us why in your response.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.

      Please direct accounting comments to Don Cavern at (202)
942-
1925 or, in his absence, to Jeanne Baker at (202) 942-1835.
Direct
questions on other disclosure issues to Matt Franker at (202) 824-
5495, or in his absence to Chris Edwards at (202) 942-2842.  You
may
also call the undersigned Assistant Director at (202) 942-1950,
who
supervised the review of your filing.


Sincerely,



Pamela A. Long
Assistant Director



Cc: 	John R. Boyer, Jr.
      Boyer & Ketchand
      Nine Greenway Plaza, Suite 3100
      Houston, Texas 77046-0904
??

??

??

??

Henry W. Sullivan
North American Technologies Group, Inc.
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE