AMERICAN OIL & GAS INC. Suite 400 - 601 West Broadway Vancouver, BC V5Z 4C2 americanoilngas@gmail.com Telephone & Facsimile (888)609-1173 -------------------------------------------------------------------------------- May 31, 2012 Mr. H. Roger Schwall, Assistant Director U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: American Oil & Gas Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed May 21, 2012 File No. 333-180164 Dear Mr. Schwall: This letter shall serve as the request of American Oil & Gas Inc., pursuant to Rule 461, to accelerate the effectiveness of the above-referenced Registration Statement to Monday, June 4, 2012, 4:30PM EST, or the soonest practicable date thereafter. The Company further acknowledges the following: * Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; * The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and * The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, /s/ Robert Gelfand --------------------------------- Robert Gelfand President & Director