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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      July 5, 2006

Mr. Rahim Rayani
President & Chief Executive Officer
Gulf Coast Oil & Gas, Inc.
5847 San Felipe, Suite 1700
Houston, TX 77057


      Re:	Gulf Coast Oil & Gas, Inc.
		Amendment to Registration Statement on Form SB-2
      Filed June 9, 2006
		File No. 333-133104

		Form 10-KSB/A-1 for the fiscal year ended December 31,
2005
		Filed June 9, 2006
		File No. 0-32747

Dear Mr. Rayani:

      We have reviewed your response letter dated June 6, 2006,
and
your amended filings, 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 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 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 SB-2/A1 Filed June 9, 2006

Three Months Ended March 31, 2006 Compared to Three Months Ended
March
31, 2005, page 22

General and Administrative Expenses, page 22

1. It appears that the reference to the period you discuss should
reflect the quarter ended March 31, 2006, rather than the year
ended.

Accumulated Deficit, page 22

2. Your accumulated deficit amount disclosed of $6,253,845,
including
accumulated other comprehensive deficit, does not mathematically
agree
to the corresponding total accumulated deficit amount reported in
your
interim balance sheet.

Consolidated Financial Statements, page F-1

3. We note that you did not indicate "unaudited" on your interim
financial statements included in your filings, where applicable.
Additionally, please indicate on each page of notes to your
interim
consolidated financial statements that these are also unaudited,
if
true.  Similar labeling should be reflected in your Form 10-QSB,
filed
on June 5, 2006.

Form 10-KSB/A1 Filed June 9, 2006

Market for Common Equity and Related Stockholder Matters, page 4

4. We note your disclosure under this heading continues to
indicate
that your common stock trading symbol is "GCOG," although you
state in
response to prior comment 4 that your trading symbol is "GCOG.OB."
Please correct all references to your trading symbol in all of
your
filings.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 5

Net Loss to Common Shareholders, page 6

5. We note that, in response to prior comment 13, you revised your
amount of net loss disclosed for the year ended December 31, 2004
to
agree with the loss of $5,781,342 reported in your statement of
operations on page F-3.  However, it appears that you may need to
further revise the corresponding 2004 loss per share disclosed, to
similarly correspond to the $0.18 loss per share reported in your
statement of operations on page F-3.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-1

6. We note that your auditor`s report does not extend audit
coverage
to the period from August 4, 2003 (inception) through December 31,
2005.  However, the corresponding information is not labeled as
unaudited.  If your inception-to-date financial information is not
audited, you will need to obtain an audit of this period or label
it
as unaudited.
Statement of Stockholders` Equity, page F-4

7. We note that you did not comply with prior comment 17, in which
we
asked that you disclose the circumstances necessitating the
adjustment
labeled "correction of beginning outstanding shares" on page F-4,
and
the reason you found it unnecessary to correct shares reported in
the
earlier period shown.  It is customary for error corrections to be
made by way of restating the actual numbers that are in error,
with
disclosure in the notes.  We reissue prior comment 17.

Statement of Cash Flows, page F-5

8. We note that you have presented an additional column of your
fourth
quarter 2005 activity on this statement.  However, it does not
appear
that you have included any corresponding quarterly information in
your
other primary financial statements, or the related notes.
Further,
your accountant`s report does not appear to extend their audit
coverage to this particular period of activity and you have not
labeled it as unaudited.

Note 1 - Summary of Significant Accounting Policies, page F-6

History, page F-6

9. We note that in response to prior comment 17, you now disclose
the
amount of debt settled through the issuance of 696,360 common
shares
on April 15, 2005, and the party to whom the debt was owed;
although
you removed disclosure explaining that the debt was written off in
2004.  There are several aspects of our prior comment that you did
not
address.  We would like to understand your prior disclosure.  Tell
us
the entries you recorded to reflect the write off of such debt in
2004, and its corresponding settlement in 2005.  Additionally,
provide
us with your calculations of loss per share, for 2004 and 2005,
assuming restatement was effected, in support of your conclusion
that
there would be no effect on reported loss per share for each year.



Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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 Donald Delaney at (202) 551-3863 or Karl
Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Carmen Moncada-Terry at (202) 551-3687 or, in her
absence, the undersigned, at (202) 551-3685 with any questions.


      					Sincerely,



      					Tangela Richter
      Branch Chief


cc: 	T. Richter
      C. Moncada-Terry

      VIA FACSIMILE

      Thomas P. Gallagher
      Gallagher, Briody & Butler
      (609) 452-0090


Mr. Rahim Rayani
Gulf Coast Oil & Gas, Inc.
July 5, 2006
Page 2