**CERTIFICATIONS
      PURSUANT TO SECTION 302**





I,Marlen
                L. Roepke,
                certify that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB of *Austin
      Chalk Oil & Gas, Inc.* .;





2.
      Based
      on my knowledge, this quarterly 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 quarterly
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly 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 quarterly report;





4.
      The
      registrant's other certifying officers 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 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 quarterly 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
                quarterly report (the "Evaluation Date");
                and





c)
                presented in this quarterly 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 officers 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
      functions):





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 officers and I have indicated in this quarterly
      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:
      August 12, 2005  by








/s/
      Marlen L. Roepke


Marlen
      L.
      Roepke


Secretary





**CERTIFICATIONS
        PURSUANT TO SECTION 302**
 
 I,
                  Darell Figg,
                  certify that:
 
 1.
        I have
        reviewed this quarterly report on Form 10-QSB of *Austin
        Chalk Oil & Gas, Inc.* .;
 
 2.
        Based
        on my knowledge, this quarterly 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 quarterly
        report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this quarterly 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 quarterly report;
 
 4.
        The
        registrant's other certifying officers 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 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 quarterly 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
                  quarterly report (the "Evaluation Date");
                  and
 
 c)
                  presented in this quarterly 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 officers 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
        functions):
 
 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 officers and I have indicated in this quarterly
        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:
        August 12, 2005  by
 
  
 /s/
          Darrel Figg
 Darrel
          Figg
 President