October 20, 2005

VIA U.S Mail and Facsimile to (713) 622-5552
Mr. Ilyas Chaudhary
Chief Executive Officer
Capco Energy, Inc.
5555 San Felipe, Suite 725
Houston, TX 77056

Re:	Capco Energy, Inc.
	Item 4.01 Form 8-K
      Filed October 13, 2005
	File No. 0-10157

Dear Mr. Chaudhary:

      We have reviewed your filing and have the following
comments.  Where
indicated, we think you should revise your document in response to
these
comments.  If you disagree, we will consider your explanation as
to why
our comment is inapplicable or a revision is unnecessary.  Please
be as
detailed as necessary in your explanation.  After reviewing this
information, we may raise additional comments.

	Please understand that the purpose of our review process is
to assist
you in your compliance with the applicable disclosure requirements
and to
enhance the overall disclosure in your filing.  We look forward to
working
with you in these respects.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us at
the telephone numbers listed at the end of this letter.
1. Disclose in the second paragraph the nature of the audit
opinions for
the last two fiscal years.  In this regard, please also disclose
that the
former auditor included an explanatory paragraph in these opinions
expressing substantial doubt about the company`s ability to
continue as a
going concern.  See Item 304(a)(1)(ii) of Regulation S-B.
2. Revise the fourth paragraph to indicate that the interim period
for
which there were no disagreements extended through the date of
dismissal,
if true.  See Item 304(a)(1)(iv) of Regulation S-B.
3. Include an updated letter from your former auditor addressing
your
revised disclosure as an exhibit to your Form 8-K/A.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.  You
may wish to provide us with marked copies of the amendment to
expedite our
review.  Please furnish a cover letter with your amendment that
keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand
that we may have additional comments after reviewing your
amendment and
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for an
informed investment decision.  Since the company and its
management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do
not foreclose the Commission from taking any action with respect
to the
filing; and

* 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.

      In addition, please be advised that the Division of
Enforcement has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

	If you have any questions, please call Gabrielle Malits at
(202) 551-
3702.

							Sincerely,



	Jill Davis
Branch Chief
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Mr. Ilyas Chaudhary
Capco Energy, Inc.
October 20, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F STREET NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
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