United
      States


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-KSB/A 2**





**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      Year ended 12/31/04


Amendment
        dated September 12, 2005





Commission
      File Number: 000-30565





**Austin
      Chalk Oil and Gas, Ltd.**





Nevada 91-2014670


(Jurisdiction
      of Incorporation) (I.R.S.
      Employer Identification No.)





5868
      Westheimer, Suite 233, Houston TX 77057


(Address
      of
      principal executive offices)      (Zip
      Code)







Registrant's
      telephone number, including area code:  (713)
      780-7633





Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12(g) of the Act: Common
      Stock





As
      of December
      31, 2004 Common
      shares issued and outstanding: 96,460,736




As
        of December
        31, 2004, 38,460,734 (39.87%) shares
        of shares of Common Stock were held by non-affiliates, with a market value
        calculated at $4,999,895 ,
        based
        on closing low bid of $0.13 per
        share. Bid prices for thinly traded issues may be unreliable and subject
        to
        considerable volitivity on very modest volume.





Yes[X]
      No[  ] (Indicate by check mark whether the Registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of
      1934 during the preceding 12 months (or for such shorter period that the
      Registrant was required to file such reports) and (2) has been subject to such
      filing requirements for the past 90 days.)





[ 
      ] (Indicate by check mark whether if disclosure of delinquent filers (§ 229.405)
      is not and will not to the best of Registrant's knowledge be contained herein,
      in definitive proxy or information statements incorporated herein by reference
      or any amendment hereto.)





Transitional
      Small Business Disclosure Format (check one): yes [  ] no [X]










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EXHIBIT
      31


***Page
          - 3***


**CERTIFICATION
        PURSUANT TO SECTION 302**
 
 I,Darrel
                  Figg,certify that:
 
 1.
        I have
        reviewed this annual report on Form 10-KSB of *Austin
        Chalk Oil and 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 report;
 
 3.
        Based
        on my knowledge, this
        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 the light of
        circumstances under which such statements were made, nor misleading with
        respect
        to the period covered by this report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the small
        business issuer as of,
        and for, the periods represented in this
        report;
 
 4.
        The small
        business issuer's other
        certifying officer(s) and I
        are responsible for establishing and maintaining disclosure controls and
        procedures [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for
        the small
        business issuer and
        have:
 
 (a)Designed
                  such disclosure controls and procedures,or
                  caused such disclosure controls and procedures to be designed under
                  our
                  supervision,to
                  ensure that material information relating to thesmall
                  business issuer,
                  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)Designed
                  such internal control over financial reporting, or causes such
                  internal
                  control over financial reporting to be designed under our supervision,
                  to
                  provide reasonable assurance regarding the reliability of financial
                  reporting and the preparation of financial statements for external
                  purposes in accordance with generally accepted accounting
                  principles;
 
 (c)Evaluated
                  the effectiveness of the small bussiness issuer's disclosure controls
                  and
                  procedures and presented in this report our conclusions about the
                  effectiveness of the disclosure controls and procedures, as of
                  the end of
                  the period covered by this report based on such evaluation,
                  and
 
 (d)
                  Disclosed in this report any change in the small business issuer's
                  internal control over financial reporting that occurred during
                  the small
                  business issuer's most recent fiscal quarter (the small business
                  issuer's
                  fourth fiscal quarter in the case of an annual report) that has
                  materially
                  affected or is reasonably likely to materially affect, the small
                  business
                  issuer's internal control over financial reporting; and
 
 
 5.
        The small
        business issuer other
        certifying officer (s) and I
        have disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the small business issuer's
        auditors and the audit committee of the small business issuer's auditors
        and the audit committee of small
        business issuer's board of
        directors (or persons performing the equivalent functions):
 
 (a)
                  all significant deficiencies in the design or operation of internal
                  controlsover
                  financial reportingwhichare
                  reasonably likely toadversely affect thesmall
                  business issuer'sability to record, process, summarize and report financialinformation;and
 
 (b)
                  any fraud, whether or not material, that involves management or
                  other
                  employees who have a significant role in thesmall
                  business issuer'sinternalcontrol
                  over financial reporting.
 
 6.
        The
        registrant's other certifying officers and I have indicated in this annual
        report whether 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 9, 2005
  /s/
          Darrel Figg
 Darrel
          Figg
 President
  ***Page
            - 4***






**CERTIFICATION
        PURSUANT TO SECTION 302**
 
 I,
                  Marlen Roepke,certify that:
 
 1.
        I have
        reviewed this annual report on Form 10-KSB of *Austin
        Chalk Oil and 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 report;
 
 3.
        Based
        on my knowledge, this
        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 the light of
        circumstances under which such statements were made, nor misleading with
        respect
        to the period covered by this report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the small
        business issuer as of,
        and for, the periods represented in this
        report;
 
 4.
        The small
        business issuer's other
        certifying officer(s) and I
        are responsible for establishing and maintaining disclosure controls and
        procedures [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for
        the small
        business issuer and
        have:
 
 (a)Designed
                  such disclosure controls and procedures,or
                  caused such disclosure controls and procedures to be designed under
                  our
                  supervision,to
                  ensure that material information relating to thesmall
                  business issuer,
                  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)Designed
                  such internal control over financial reporting, or causes such
                  internal
                  control over financial reporting to be designed under our supervision,
                  to
                  provide reasonable assurance regarding the reliability of financial
                  reporting and the preparation of financial statements for external
                  purposes in accordance with generally accepted accounting
                  principles;
 
 (c)Evaluated
                  the effectiveness of the small bussiness issuer's disclosure controls
                  and
                  procedures and presented in this report our conclusions about the
                  effectiveness of the disclosure controls and procedures, as of
                  the end of
                  the period covered by this report based on such evaluation,
                  and
 
 (d)
                  Disclosed in this report any change in the small business issuer's
                  internal control over financial reporting that occurred during
                  the small
                  business issuer's most recent fiscal quarter (the small business
                  issuer's
                  fourth fiscal quarter in the case of an annual report) that has
                  materially
                  affected or is reasonably likely to materially affect, the small
                  business
                  issuer's internal control over financial reporting; and
 
 
 5.
        The small
        business issuer other
        certifying officer (s) and I
        have disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the small business issuer's
        auditors and the audit committee of the small business issuer's auditors
        and the audit committee of small
        business issuer's board of
        directors (or persons performing the equivalent functions):
 
 (a)
                  all significant deficiencies in the design or operation of internal
                  controlsover
                  financial reportingwhichare
                  reasonably likely toadversely affect thesmall
                  business issuer'sability to record, process, summarize and report financialinformation;and
 
 (b)
                  any fraud, whether or not material, that involves management or
                  other
                  employees who have a significant role in thesmall
                  business issuer'sinternalcontrol
                  over financial reporting.
 
 6.
        The
        registrant's other certifying officers and I have indicated in this annual
        report whether 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 9, 2005


/s/
        Marlen L. Roepke
 Marlen
        L.
        Roepke
 Secretary
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