SecProbe.io

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								July 21, 2005

VIA U.S Mail and Facsimile to (214) 731-9577
Mr. Michael H. McIlvain, President
Golden Chief Resources, Inc.
1711 E. Frankford, #104
Carrollton, TX 75006

Re:	Golden Chief Resources, Inc
	Item 4.01 Form 8-K /A
      Filed June 14, 2005
	File No. 0-12809

Dear Mr. McIlvain:

   We have reviewed your filing and have the following additional
comment.
Please revise your document in response to this comment.
1. Revise the first sentence to specifically state either that Mr.
Bailey
resigned or declined to stand for re-election and state the date
on which
this occurred.  See Item 304(a)(1) of Regulation S-B.
2. Specifically identify the two most recent fiscal years to which
Mr.
Bailey`s opinions on the financial statements of the company
related.
3. Provide Mr. Bailey with a copy of the revised disclosures and
request
that he provide a letter addressed to the Commission stating
whether he
agrees or disagrees with the statements made.  File this letter at
Exhibit
16 to the Form 8-K/A.  See Item 304(a)(3) of Regulation S-B.

	As appropriate, please amend your filing and respond to these
comments within five business days or tell us when you will
respond.
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. Michael H. McIlvain
Golden Chief Resources, Inc.
June 8, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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