SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

 July 21, 2008

Mr. Steven Curtis Caledonia Mining Corporation 1710-1177 West Hastings Street Vancouver, B.C. Canada V6E 2L3
 Re: Caledonia Mining Corporation
Form 20-F for the Year Ended December 31, 2007
File No.  000-13345

Dear Mr. Curtis:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to the disclosures pertaining to the evaluation of your internal control over financial reporting.
 Specifically, we have reviewed your filing to determine if you conducted the
evaluation of your internal control over financial reporting, as required by Exchange Act Rules 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiveness of your internal control over financial reporting, as required by Item 15(b) of Form 20-F.  Where indicated, we think you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explanation as to why a revision is not necessary.  Please be as detailed as necessary in your explanation.
Form 20-F for the Fiscal Year Ended December 31, 2007

Controls and Procedures, page 38

1. We note from your disclosure that management has not conducted an evaluation
nor provided an assessment of internal control over financial reporting as of December 31, 2007
.  Since you were required to file or filed an annual report for
the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's report on internal control over financial

Mr. Curtis
Caledonia Mining Corporation
July 21, 2008 Page 2

reporting.  In performing your evaluation, you may find the following documents helpful:

ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at
http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guide for Small Business” brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml
).
 Finally, we note that you filed your Principal Executive Officer and Principal Financial Officer certifications under Item 19 of Form 20-F.  Please revise these certifications to include the introductory language of paragraph 4 and the language of paragraph 4(b), as set forth in Exhibit Instruction 12.  NFR, KH:  Ok
2. We note that you have not disclosed a conclusion about the effectiveness of your disclosure controls and procedures.  Please comply with Item 15 or 15T of Form 20-F, as applicable.  Also update the cover of your filing to indicate whether you are a large accelerated filer, accelerated filer, or non-accelerated filer.

Please note that the failure to perform or complete management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.

Closing 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.

Mr. Curtis
Caledonia Mining Corporation July 21, 2008 Page 3

 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:
ƒ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
ƒ 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
ƒ 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 You may contact Joanna Lam, Staff A ccountant, at (202) 551- 3476 or me at
(202) 551- 3686 if you have questions regarding these comments.
         S i n c e r e l y ,
                   Karl Hiller           B r a n c h  C h i e f