Baseline Oil & Gas Corp.
20022 Creek Farm
San Antonio, TX 78259
October 20, 2006
Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 7010
100 F. Street, N.E.
Washington, D.C. 20649
Attention: H. Roger Schwall, Assistant Director
RE: Baseline Oil & Gas Corp. (the "Company");
Form SB-2 of the Company (the "SB-2"),
File No. 333-134978, originally filed June 13, 2006, Amendment No. 1
to Form SB-2 filed August 1, 2006 and Amendment No. 2 to Form SB-2
filed October 6, 2006
Dear Sirs:
Baseline Oil & Gas Corp., a Nevada corporation, respectfully requests that
the Commission issue its order declaring the above-referenced Registration
Statement on Form SB-2 to be effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, at 4:01 PM (eastern standard time) on
Friday, October 20, 2006.
The Company acknowledges and confirms to the Commission that:
o should the Commission or the Staff, acting pursuant to delegated
authority, declare the SB-2 effective, it does not foreclose the Commission from
taking any action with respect to the SB-2;
o the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the SB-2 effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosures in the
SB-2; and
o the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Very truly yours,
BASELINE OIL & GAS CORP.
By: /s/ Richard Cohen
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Richard Cohen, Chief Financial Officer