**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 quarterly report on Form 10-QSB of Austin Chalk Oil & Gas,
      Ltd.;




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 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 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 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 quarterly
      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
      9, 2005




by


/s/
      Darrel Figg


Darrel
      Figg


President







**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 quarterly report on Form 10-QSB of Austin Chalk Oil & Gas,
          Ltd.;
  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 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 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 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 quarterly
          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
          9, 2005
   by
 /s/
          Marlen L. Roepke
 Marlen
          L.
          Roepke
 Secretary