UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

May 10, 2005


via Facsimile and U.S. mail

Mr. Ilyas Chaudhary
Capco Energy, Inc.
1442 Irvine Boulevard, Suite 211
Tustin, CA 92780


Re:	Capco Energy, Inc.
	Preliminary Proxy on Schedule 14A
      Filed April 28, 2005
	File No. 0-10157

Dear Mr. Chaudhary:

      We have limited the review of your filing to the areas
commented
upon.  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.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.

Schedule 14A

General

1. We note that your annual report on Form 10-KSB for the year
ended
December 31, 2004 is delinquent.  While you filed a Form 12b-25 on
March 31, 2005 you have now gone past the extension period which
ended
on April 15, 2005.  File your Form 10-KSB or advise why you have
not
been able to do so and when you expect to make your filing.

Transactions Involving the Company`s Officers and Directors, page
9

2. Indicate how the terms of the transactions with affiliates are
determined.  Describe what procedures, if any, that you follow to
make
these transactions equivalent to an arm`s length transaction.

3. Please describe the procedures that the company followed or
will
follow in performing its due diligence determinations regarding
the
related party transactions mentioned in the filing.  For instance,
you
note that the company, through due diligence, will determine
whether
the company could have obtained a greater amount of money for
properties that were sold to its chief executive officer, but you
do
not specify what the due diligence process will entail nor who
will
conduct that due diligence.

Proposal No. 2 - Ratification of Amendment to the Company`s
Article of
Incorporation, page 10

4. You state that one of the reasons for this amendment is to
enable
you to acquire other properties.  Indicate whether there are any
plans, proposals, or arrangements to issue the securities upon
securing shareholder approval.

Proposal No. 3 - Ratification of Amendment to the Company`s 1999
Incentive Equity Plan

5. Please revise the title of this section to also reflect that
the
proposal will eliminate the 100,000 annual share limitation per
participant.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Direct questions relating to disclosure issues to Carmen
Moncada-Terry at (202) 824-1908 or, in her absence, to the
undersigned, at (202) 942-1870.   Direct any correspondence to us
at
the following ZIP Code: 20549-0405.



Sincerely,



H. Roger Schwall
Assistant Director

cc:	C. Moncada-Terry












Capco Energy, Inc.
May 10, 2005
page 3