Austin
        Chalk Oil & Gas, Ltd.
 **CERTIFICATIONS
        PURSUANT TO**
 **SECTION
        302 OF THE SARBANES-OXLEY ACT OF 2002**
   CERTIFICATION
   I,
        Darrel
        Figg, certify that:
   1.
          I have
          reviewed this annual report on Form 10-KSB of Austin Chalk Oil & Gas, Ltd.;
  2.
          Based
          on my knowledge, this annual report does not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading with respect to the period covered by this annual report;
  3.
          Based
          on my knowledge, the financial statements, and other financial information
          included in this annual report, fairly present in all material respects
          the
          financial condition, results of operations and cash flows of the registrant
          as
          of, and for, the periods presented in this annual report;
  4.
          The
          registrant’s other certifying officer and I are responsible for establishing and
          maintaining disclosure controls and procedures (as defined in Exchange
          Act Rules
          13a-14 and 15d-14) for the registrant and we have:
  a)
          designed such disclosure controls and procedures to ensure that material
          information relating to the registrant, including its consolidated subsidiaries,
          is made known to us by others within those entities, particularly during
          the
          period in which this annual report is being prepared;
  b)
          evaluated the effectiveness of the registrant’s disclosure controls and
          procedures as of a date within 90 days prior to the filing date of this
          annual
          report (the "Evaluation Date"); and
  c)
          presented in this annual report our conclusions about the effectiveness
          of the
          disclosure controls and procedures based on our evaluation as of the Evaluation
          Date;
  5.
          The
          registrant’s other certifying officer and I have disclosed, based on our most
          recent evaluation, to the registrant’s auditors and the audit committee of
          registrant’s board of directors (or persons performing the equivalent function):
  a)
          all
          significant deficiencies in the design or operation of internal controls
          which
          could adversely affect the registrant’s ability to record, process, summarize
          and report financial data and have identified for the registrant’s auditors any
          material weaknesses in internal controls; and
  b)
          any
          fraud, whether or not material, that involves management or other employees
          who
          have a significant role in the registrant’s internal controls; and
  6.
          The
          registrant’s other certifying officer and I have indicated in this annual
          report whether or not there were significant changes in internal controls
          or in
          other factors that could significantly affect internal controls subsequent
          to
          the date of our most recent evaluation, including any corrective actions
          with
          regard to significant deficiencies and material weaknesses.
  Dated:
        September 5, 2005
   by
   /s/
        Darrel Figg
 Darrel
        Figg
 President
  ***Page
            - 13***
  Austin
        Chalk Oil & Gas, Ltd.
 **CERTIFICATIONS
        PURSUANT TO**
 **SECTION
        302 OF THE SARBANES-OXLEY ACT OF 2002**
   CERTIFICATION
  I,
        Marlen
        Roepke, certify that:
  1.
        I have
        reviewed this annual report on Form 10-KSB of Austin Chalk Oil & Gas, Ltd.;
  2.
        Based
        on my knowledge, this annual report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this annual report;
  3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this annual report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the registrant
        as
        of, and for, the periods presented in this annual report;
  4.
        The
        registrant’s other certifying officer and I are responsible for establishing and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-14 and 15d-14) for the registrant and we have:
  a)
        designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly during
        the
        period in which this annual report is being prepared;
  b)
        evaluated the effectiveness of the registrant’s disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this annual
        report (the "Evaluation Date"); and
  c)
        presented in this annual report our conclusions about the effectiveness of
        the
        disclosure controls and procedures based on our evaluation as of the Evaluation
        Date;
  5.
        The
        registrant’s other certifying officer and I have disclosed, based on our most
        recent evaluation, to the registrant’s auditors and the audit committee of
        registrant’s board of directors (or persons performing the equivalent function):
  a)
        all
        significant deficiencies in the design or operation of internal controls
        which
        could adversely affect the registrant’s ability to record, process, summarize
        and report financial data and have identified for the registrant’s auditors any
        material weaknesses in internal controls; and
  b)
        any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant’s internal controls; and
  6.
        The
        registrant’s other certifying officer and I have indicated in this annual
        report whether or not there were significant changes in internal controls
        or in
        other factors that could significantly affect internal controls subsequent
        to
        the date of our most recent evaluation, including any corrective actions
        with
        regard to significant deficiencies and material weaknesses.
  Dated:
        September 5, 2005
  by
 /s/
        Marlen L. Roepke
 Marlen
        L.
        Roepke
 Secretary