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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      August 16, 2006


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


      Re:	Baseline Oil & Gas Corp.
		Amendment No. 1 to Registration Statement on Form SB-2
      Filed August 1, 2006
		File No. 333-134978

		Form 10-KSB/A-1 for the fiscal year ended December 31,
2005
		Filed August 1, 2006
		File No. 333-116890

      Form 10-QSB/A-1 for the quarterly period ended March 31,
2006
		Filed August 1, 2006
		File No. 0-51888

Dear Mr. Damson:

      We have reviewed your response letter dated August 1, 2006,
the
amended filings, and we 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/A Filed August 1, 2006

General

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

Form 10-KSB/A1 for the Fiscal Year Ended December 31, 2005

General

Introductory Note, page 1

2. Please remove the reference to the SEC and comments that you
received, presently appearing in your introductory note, as the
principal reason for your amendment.  Your explanation should
briefly
identify the significant changes you have made, which your
management
has determined are necessary to comply with your reporting
obligations, and make reference to the specific sections of the
filing
where the revisions appear and more detailed disclosure is made.
This
also applies to your Form 10-QSB/A1.  You should be in a position
to
assume full responsibility for all revisions.

Financial Statements

Note 3 - Convertible Notes, page F-9

3. We note your response to prior comment 10, explaining that you
are
amortizing the beneficial conversion feature realized on the
convertible promissory notes assumed in conjunction with your
acquisition of Coastal Energy Services, Inc. on April 6, 2005
through
the stated redemption date.  Please disclose the stated redemption
date; and submit a copy of the executed agreement for review.  It
appears you may need to file this agreement as an exhibit to
comply
with Item 601 of Regulation S-K.

Form 10-QSB/A for the Fiscal Quarter Ended March 31, 2006

General

4. Please utilize page numbers when filing all subsequent
amendments.





Financial Statements, page 39

Note 2 - Issuance of Common Stock

5. We note that you did not comply with prior comment 13,
regarding
the presentation of value ascribed to shares issued in conjunction
with your planned acquisition of Rex Energy as a deferred
acquisition
asset on your balance sheet.

Although you explain that there were no terms or conditions
providing
for the return of the 12,069,250 shares, and that "...ultimate
return
of these shares resulted from separate negotiations undertaken at
the
time the transaction was terminated in June," we see no disclosure
of
the terms you negotiated.

Based on your representations, the disclosures you provided in the
Form 8-K filed on June 8, 2006, and on page 30 of the Form SB-2/A
filed August 1, 2005, stating "...the Rex Parties surrendered [the
shares] for cancellation" appear to be incomplete.  Please revise
these disclosures to include the terms of your negotiations; it
should
be clear what you have relinquished in exchange.

Also disclose your accounting for the value of the option to
repurchase these shares for a value $1.00 below any bona fide
purchase
offer; it should be clear how this was taken into account in
valuing
the deferred acquisition asset at $13,276,175.  We expect to have
further comment on this subject after receiving your reply.

Note 4 - Subsequent Events

6. Please update this section to address the termination of your
agreement with Rex Energy, including the return of shares and
elimination of your deferred acquisition asset; include disclosure
explaining how you accounted for the elimination of the asset.
Please
ensure you make corresponding changes in your registration
statement
on Form SB-2.

Controls and Procedures

7. We note your response to prior comment 12.  Please ensure that
your
disclosure conforms to Item 308 of Regulation S-B, which requires
you
to disclose in unequivocal terms whether or not there were changes
in
your internal controls over financial reporting. The statement
that
"[t]here has been no other change in our internal controls over
financial reporting" is not adequate.


* * * * *


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.
August 16, 2006
Page 5