Mail Stop 4561

	June 14, 2006

James Yeatman
President and Chief Executive Officer
Consolidated Oil & Gas, Inc.
316 Main Street, Suite L
Humble, TX 77338

Re:	Consolidated Oil & Gas, Inc.
	Form 10-SB
	Amendment No. 2 filed June 1, 2006
	File No. 0-51667

Dear Mr. Yeatman:

      We have reviewed the above filing 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.

	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.

General

1. We note your response to prior comment 7, which indicates that
you
pay commissions to finders who advise the company of the names and
addresses of other persons that invest in oil and gas wells.
Please
tell us whether these finders are registered broker-dealers.  If
not,
please provide a detailed legal analysis of why the finders are
not
required to register as broker-dealers.

Management Discussion and Analysis, page 5
2. We note your response to previous comment 3.  Please revise
disclosure in your MD&A to reflect how net losses charged to
working
partners are reflected in your results of operation.  We note on
page
5 disclosure indicating that you experienced a net loss for the
most
recent quarterly period.  Please describe more specifically in
MD&A
how the losses were accounted for between the company and its
working
interest partners.

Interim Results -  1st Quarter 2006 compared with 1st Quarter
2005,
page 6
3. We note the second paragraph on page 7, which attributes
increases
in the sale of leases to more business done in 2006.  Please
expand
to describe further the reasons for the increase in business that
resulted in the sale of more leases.  For example, to the extent
that
the company increased its focus on selling activity or found new
opportunities in mineral leases from third parties for sale to
working interest partners, please so state.

4. Please revise the first paragraph on page 7 to separately
quantify
gas and oil sales revenues from the two wells that produced sales
in
the first quarter of 2006 compared to 2005.

Liquidity and Sources of Liquidity, page 14

5. Disclosure on page 2 indicates that you will need approximately
$100,000 to complete the purchase of mineral leases you have
identified.  Please revise to disclose the specific sources of
funding you expect to use to purchase these leases.
6. We note the added disclosure on pages 14 and 15 in response to
our
previous comment 8.  Please update to disclose whether the due
date
on the note was extended again beyond the June 10, 2006 date.  As
a
related matter, we note on page 13 that the note was taken out to
purchase equipment.  To the extent material to your operations,
please identify the type of equipment and disclose the impact on
your
operations should you default on the note or fail to obtain
conventional financing on the note.  Please also disclose the
basis
for determination of the interest rate given its unusually high
amount and tell us where you have filed the lending agreement as
an
exhibit.

Description of Property, beginning on page 15
Present Activities, page 18
7. We refer to your response to previous comment 9.  Please file
as
an exhibit a specimen of the agreements with working interest
partners since the revenues derived from those agreements
constituted
the majority of your total revenue derived for the most recent
period.

Recent Sales of Unregistered Securities, page 26

8. We note your response to prior comment 13, which states that
you
gave those persons shares of your common stock with their purchase
of
a working interest in a well.  Please tell us whether those
persons
paid cash for the working interest in the well.  If so, please
disclose the amount of cash paid.  In addition, please tell us why
you gave these persons stock in addition to the working interest
in a
well.

9. Refer to the description of sales since February 20, 2006.
Please
revise to briefly describe the services provided by Carolyn L.
Kyle
and Bryan A. Grelle in exchange for the stock they received.

Financial Statements and Notes

Note 1 - Company Organization and Summary of Significant
Accounting
Policies

Revenue Recognition of Sales Of Leases, pages F-9 - F-10

10. We have read your response to comment 11.   You treat the
amounts
collected first as a recovery of the lease cost of the unproved
property.   Please revise your revenue recognition policy to
disclose
this information and confirm that your recovery of the lease costs
had no impact on the statements of operations.

11. Your sale of a working interest in an unproved property
appears
to have two deliverables, the sale of the unproved property and
the
drilling commitment.   Tell us how you considered EITF 00-21 in
your
accounting of the transaction.   Your response should include a
detailed explanation of how you determined the appropriate basis
to
allocate the contract value to both deliverables.

12. Further to our previous comment, it appears that what you have
labeled as "Sale of leases" on the statement of operations
represents
contract drilling revenue.   In the interest of clarity, please
revise your label "Sale of leases" to something more
representative
of the revenue derived from your activity.  Please revise
throughout
your document, including MD&A, to reflect the revised label.


Form 10QSB for the period ended March 31, 2006
13. Please revise your form 10-QSB to address the above comments
as
applicable.

*	*	*

       As appropriate, please amend your filing 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 supplemental 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.

	Direct any questions regarding the accounting comments to
Wilson
Lee at (202) 551-3468, or Jorge Bonilla, at (202) 551-3414.
Direct
any other questions to Charito A. Mittelman at (202) 551-3402, or
the
undersigned at (202) 551-3780.

Sincerely,



Karen J. Garnett
Assistant Director

cc (via facsimile):  Doug Newman, CFO
		      Consolidated Oil & Gas, Inc.




James Yeatman
Consolidated Oil & Gas, Inc.
June 14, 2006
Page 4