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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      July 11, 2006

Mr. Barrie Damson, Chairman and CEO
Baseline Oil & Gas Corp.
20022 Creek Farm
San Antonio, Texas 78259


      Re:	Baseline Oil & Gas Corp.
		Registration Statement on Form SB-2
      Filed June 13, 2006
		File No. 333-134978

		Form 10-KSB for the fiscal year ended December 31, 2005
		Filed March 31, 2006
		File No. 333-116890

      Form 10-QSB for the quarterly period ended March 31, 2006
		Filed May 15, 2006
		File No. 0-51888

Dear Mr. Damson:

      We have limited our review of your filing 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 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. Please revise the fee table to clarify that some of the shares
of
common stock being registered for resale are outstanding and some
are
issuable upon the conversion of convertible notes and the exercise
of
options or purchase warrants.

2. Please revise the accounting and disclosures in your
registration
statement as necessary to comply with all applicable comments
written
on your periodic reports.

Selling Security Holders, page 13

3. Expand the table to include the natural persons with the power
to
vote or to dispose of the securities offered for resale by the
entities that are listed as selling stockholders.  If more than
one
holder is listed as beneficial owner for the same securities,
include
explanatory text or footnotes.  See Interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the CF
telephone interpretation manual.

4. Identify as underwriters all selling security holders who are
registered broker-dealers, unless any such registered broker-
dealers
received such shares as compensation for investment banking
services.
Identify as underwriters all affiliates of registered broker-
dealers
that are listed as selling security holders unless you can confirm
to
us that (1) each purchased its securities in the ordinary course
of
business and (2) at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Plan of Distribution, page 21

5. We note that the selling security holders may engage in short
sales
of your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Form 10-KSB for the fiscal year ended December 31, 2005

General

6. We note that your filing included extensive discussion and
disclosure related to your anticipated merger transaction with Rex
Energy, initially announced in the Form 8-K that you filed on
January
17, 2006, including the presentation of financial statements for
seven
of the entities you expected to acquire.  However, we also note
the
disclosure in the Form 8-K that you filed on June 8, 2006,
announcing
the termination of the definitive purchase agreement entered into
with
Rex Energy.

As there is no provision for including financial statements of
businesses to be acquired in Form 10-KSB, we believe it will be
necessary to amend your Form 10-KSB to remove all financial
statements
of the businesses to be acquired, the related pro forma financial
statements, and any disclosures of pro forma information for these
transactions.

Please also expand your disclosures concerning your intent to
acquire
these businesses to explain in greater detail the contingencies
that
made the transaction susceptible to termination, and to describe
the
events causing it to be terminated.

Controls and Procedures, page 35

7. Revise to disclose the specific steps that the company has
taken to
remediate the material weakness and disclose whether the company
believes that the material weakness still exists at the end of the
period covered by the report.

Financial Statements

Note 2 - Coastal Merger Transaction, page F-14

8. Please disclose details sufficient to understand the accounting
for
the assets and liabilities of College Oak Investments on the date
of
your reverse merger, including quantification and the terms
governing
any transfer of the accounts.  It should be clear why you have
labeled
the shares of College Oak Investments that were outstanding
immediately prior to your reverse merger recapitalization as
"shares
issued for cash" on page F-11.

9. Please update the labeling of your statements of changes in
stockholders` equity.

Note 3 - Convertible Notes, page F-9

10. We note your disclosure explaining that you recognized a
beneficial conversion feature on the convertible notes that you
issued
in November 2005, which you are amortizing over the life of the
notes.
However, we also understand that the notes are convertible at any
time
at the option of the holder.  The guidance in paragraph 9 of EITF
98-5
would ordinarily require the beneficial conversion feature to be
recognized over the period from the date of issuance to the date
of
earliest possible conversion.  Tell us why you believe this
guidance
does not apply, under the circumstances you have described.

Note 4 - Issuance of Common Stock, page F-9

11. We note that you issued 16,906,000 shares of common stock,
valued
at $5,917,000, for proceeds of $16,950.  It also appears that the
excess of value over proceeds received was recorded as share-based
compensation in your statements of expenses.  Please disclose the
nature of the services received for which you issued this share-
based
compensation.


Form 10-QSB for the quarterly period ended March 31, 2006

Controls and Procedures

12. Please revise to conform to Item 308(c) of Regulation S-K.
Specifically, the item requires the disclosure of any changes in
your
internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.

Note 2 - Issuance of Common Stock

13. We note that, pursuant to a stock agreement, you have
reflected as
deferred acquisition costs the value ascribed to the 12,069,250
shares
issued to certain individuals designated by Rex Energy, in
connection
with the purchase agreement with Rex Energy.  However, given the
return of such shares to you upon termination of the purchase
agreement, there appears to have been value anticipated in the
exchange that had not been fully realized.  Under these
circumstances,
the value ascribed should be reflected as an offsetting amount
within
equity, similar to a stock subscription receivable, and analogous
to
the guidance that is set forth in SAB Topic 4:E.  Please revise
your
presentation accordingly.  Please also expand your disclosure in
the
fourth paragraph on page F-17 to describe the terms of the
issuance
sufficiently to understand the reasons the recipients did not
retain
the shares, subject to the lock-up agreement you mention.

14. We understand from the disclosures on page 33 of your Form SB-
2
that you entered into a registration rights agreement in
conjunction
with the issuance of the 8,181,818 shares in February 2006,
including
terms imposing a penalty requiring that you issue additional
shares
having a value of $90,000 as of April 3, 2006; and further
issuances,
also valued at $90,000 each, every thirteenth day thereafter until
your registration statement is declared effective.  Although you
disclose that warrants issued along with the shares are being
accounted for at fair value in accordance with EITF 00-19, it is
unclear how you have evaluated the implications of the penalty
provisions on your other warrants and convertible securities.
Please
expand your disclosure to clarify.  Please also send us the
analysis
that you performed, considering the guidance in paragraphs 12, 19,
20
and 23 of EITF 00-19, showing how you determined the number of
shares
that may be issuable under the penalty provisions would not be
indeterminate, and thereby preclude equity classification for
other
securities on the reassessment required in paragraph 10.



Note 3 - Investment in Joint Venture

15. We note that some of the amounts discussed under this heading
are
depicted as unproven leasehold acquisition costs in your balance
sheet, while others are shown as an investment in joint venture.
Please ensure that all line item descriptions are properly
descriptive
of the underlying asset, liability or transaction they represent.
Please disclose the reasons transactions conducted by New Albany
(the
joint venture entity) are appearing on separate lines in your
financial statements.  Please also expand your disclosures in your
annual report and registration statement to include your joint
venture
accounting policy.

Exhibit 31

16. Your certifications do not appear to comply with Item
601(b)(31)
of Regulation S-B, specifically as they relate to the following
points:

(a)	Your statement in paragraph 4(b) does not indicate that you
evaluated the effectiveness of your disclosure controls and
procedures
as of the end of the period covered by this report;
(b)	You have not provided the assertion required for paragraph
4(d),
regarding certification about your disclosure in this report of
any
change in your internal  control over financial reporting; and
(c)	The assertion in paragraph 6 is no longer a required item.

* * * * *
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) 551-3740 with any questions.

      	Sincerely,



      					H. Roger Schwall
      Assistant Director

cc: 	VIA FACSIMILE
      Matthew S Cohen
      Eaton & Van Winkle LLP
      212-779-9928
Mr. Barrie Damson
Baseline Oil & Gas Corp.
July 11, 2006
Page 2