SecProbe.io

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>daleltr.txt
<DESCRIPTION>DATED 11/12/04 RE: 0-12214 FORM 8-K ITEM 4.01 FILED 9/14/04
<TEXT>
							November 12, 2004

Via facsimile and U.S. mail

Mr. Gary Novinskie
President
Daleco Resources Corporation
120 North Church Street
West Chester, PA 19380

	Re:	Daleco Resources Corporation
		Form 8-K Item 4.01 filed September 14, 2004
		File No. 0-12214

Dear Mr. Novinskie:

      We have following comments noted during our review of the
filing
identified above.  Please revise your filing as indicated 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 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 on any other aspect of our review.  Feel free to
call us
at the telephone number listed at the end of this letter.

1. Amend the filing to include all of the information required by
Item 304
of Regulation S-B.  These disclosures include:
a)	the date through which the former auditor provided services,
b)	a statement indicating whether the former auditor resigned,
declined
to stand for re-election of was terminated,
c)	the involvement of the Board of Directors or Audit Committee
in the
change,
d)	the nature of the auditor`s report on the financial
statements for
the past two years; and a description of any adverse opinion,
disclaimer
of opinion, modification or qualification.  This would include
disclosure
of uncertainty regarding the ability to continue as a going
concern in the
accountant`s report, and,

e)	a statement indicating whether during the registrant`s two
most
recent fiscal years and any subsequent interim period through the
date of
resignation, declination or dismissal there were any disagreements
with
the former auditor on any matter of accounting principles or
practices,
financial statement disclosure, or auditing scope or procedure,
which
disagreement(s), if not resolved to the satisfaction of the former
auditor, would have caused it to make reference to the subject
matter of
the disagreement(s) in connection with its reports.  In the event
of
disagreement(s) and/or reportable event(s), provide the specific
disclosures required by Item 304(a)(1)(iv)(B) through (E) of
Regulation S-
B.

2. To the extent that you make changes to the Form 8-K to comply
with our
comments, please obtain and file an updated Exhibit 16 letter from
the
former accountants stating whether the accountant agrees with the
statements made in your revised Form 8-K.

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in
the filings reviewed by the staff 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.

      Please file a response to the above comments via EDGAR
within 10
business days of this letter.  Please note that if you require
longer than
10 business days to respond, you should contact the staff
immediately to
request additional time.  Please call me at 202-942-2873 with any
questions regarding these matters.

						Sincerely,

						Gabrielle Malits
						Staff Accountant

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Daleco Resources Corporation
November 12, 2004
Page 1 of 2

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

         DIVISION OF
CORPORATION FINANCE

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