February 13, 2020

Paul Wallace
Chief Executive Officer
FEC Resources Inc.
Suite 2300, Bentall 5, 550 Burrard Street
Vancouver, BC, V6C 2B5

       Re: FEC Resources Inc.
           Amendment No. 1 to Registration Statement on Form F-1
           Filed February 3, 2020
           File No. 333-235559

Dear Mr. Wallace:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our January 8,
2020 letter.

Form F-1/A filed February 3, 2020

Prospectus Cover Page, page 3

1.     In your response to comment 1, you state that your "intent is to
register (A) the
       distribution of the Rights to our shareholders; (B) the distribution of
the Common Shares
       to shareholders who exercise their Rights; and (C) the resale of Common
Shares by
       shareholders who exercise their Rights." Please revise your disclosure
in the prospectus
       cover page header and in the third paragraph to clarify that you also
are registering the
       distribution of Common Shares to shareholders who exercise their Rights.
In addition,
       please file the subscription agreement and the form of rights
certificate as exhibits with
       your next amended registration statement.
 Paul Wallace
FEC Resources Inc.
February 13, 2020
Page 2
Prospectus Summary
Our Company, page 6

2.    We note the discussion at pages 30 to 36 under the caption "Forum Energy
Limited." You
      state that Forum Energy Limited ("FEL") "was established through the
consolidation in
      2005 of the Philippine assets of FEC Resources, Inc. of Canada, and
Sterling Energy Plc
      of the UK into one corporate entity" and that you and FEL "are both
ultimately under the
      control of PXP Energy Corporation and are therefore affiliates." We also
note your
      response to prior comment 2, and we re-issue that comment in part. Please
provide us
      with a more complete analysis and additional precedent to explain why
your 6.8% interest
      in FEL supports your reliance on Section 3(c)(9) of the Investment
Company Act.
U.S. Federal Income Tax Considerations, page 10

3.    The following disclosure, providing your opinion as to the tax
consequences of the
      distribution, appears inconsistent with your response to comment 3: "It
is our opinion, that
      the distribution of Rights to U.S. holders of our Common Shares or of
rights to acquire
      Common Shares should be treated, for U.S. federal income tax purposes, as
a non-taxable
      distribution under Section 305(a) of the Internal Revenue Code of 1986 .
.. . ." Please
      further revise your disclosure to address that comment or in the
alternative file a tax
      opinion as an exhibit.

        Please contact Parhaum J. Hamidi, Attorney-Adviser, at (202) 551-3421
or, in
his absence, Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.



                                                            Sincerely,
FirstName LastNamePaul Wallace
                                                            Division of
Corporation Finance
Comapany NameFEC Resources Inc.
                                                            Office of Energy &
Transportation
February 13, 2020 Page 2
cc:       Scott Lawler, Esq.
FirstName LastName