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   Filed by Automated Filing Services Inc. (604) 609-0244 - Continental Minerals Corporation - Corresp

1020 · 800 West Pender Street

Vancouver, BC Canada V6C 2V6

Tel (604) 684 6365 Fax (604) 684 8092

1 800 667 2114
September 12, 2005

    Yong Choi

    United States Securities and Exchange
      Commission

    Division of Corporation Finance

    Mail Stop 7010

    Washington, DC 20549-7010
    Via EDGAR

    RE:
    CONTINENTAL MINERALS CORPORATION

    FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2004

    FILED JUNE 30, 2005

    FILE NO. 000-13978

Dear Mr. Choi:

We acknowledge receipt of your Comment Letter dated August 12,
2005 in respect of Form 20-F filed by Continental Minerals Corporation (the
"Company") for the year ended December 31, 2004. In a previous letter to the
SEC, we had indicated we would be responding by September 16, 2005. Your
comments are in italics, our responses follow. All dollar amounts stated herein
are expressed in Canadian Dollars.

    1.

      Consolidated Financial
  Statements.

Differences between Canadian and United States Generally
Accepted Accounting Principles.

You indicate for United States GAAP, certain mineral
property exploration costs would be excluded from the value allocated to the
Gibraltar Preferred shares and redeemable preferred shares related to the sale
of your Harmony Gold Property, “the Arrangement”.

Please explain the business purpose for the
Arrangement.

      The reorganization under a British Columbia statutory
      Plan of Arrangement (the "Arrangement") was concluded during fiscal 2001
      and the essence of the Arrangement was to transfer the Harmony Gold
      Project from the Company, which was then insolvent, and put it into the
      hands of a stronger, better capitalized corporation, namely the subsidiary
      of publicly traded Taseko Mines Limited known as Gibraltar Mines Ltd.
      ("Gibraltar"). Gibraltar had a fully equipped copper mine in British
      Columbia which was then on stand-by pending higher copper prices (and
      which mine is now producing). In the two fiscal years immediately prior to
      the Arrangement, the Company had working capital deficiencies of $3.4
      million in 2000 and $3.0 million in 1999, and the Company's only material
      asset was its interest in the Harmony Gold Project. In consideration of
      the transfer to it of the Harmony Gold Project, Gibraltar issued to the
      Company Gibraltar Preferred Shares (convertible into tradable Taseko
      common shares in certain events) and the Company in turn then concurrently
      issued to its shareholders (i.e. on a “back-to-back” basis) non-listed
      Redeemable Preferred Shares which had a priority entitlement to any value
      realized from the Gibraltar Preferred Shares which were owned by the
      Company.

      The Arrangement was necessitated by the Company’s
      continued severe working capital deficiency, and because certain loans
      were in default and also because the Company was also not in compliance
      with the minimum active listing requirements of its active stock exchange.
      Accordingly the directors of the Company concluded that the shareholders
      of the Company would be best served by selling the Harmony Project to a
      company with a superior financial position, and which would also result in
      the elimination of the Company's outstanding debts.

      The purpose of the Gibraltar Preferred Shares in
      combination with the Company’s Redeemable Preferred shares was (a) to
      allow the shareholders of the Company to indirectly hold an ongoing
      beneficial interest in the Harmony Gold Project (a type of tracking share
      arrangement), and (b) to preserve to the maximum extent possible the
      Canadian tax basis in the resource pools connected with the Harmony Gold
      Project upon its transfer to Gibraltar.

Tell us how you accounted for these preferred shares for
United States GAAP purposes, including how you determined their value.

      Under Canadian GAAP, the book value of the Harmony Gold
      Project included both acquisition costs (which can be capitalized for US
      GAAP purposes) and deferred exploration costs (which cannot be capitalized
      for US GAAP purposes). Consequently the deferred exploration costs,
      totalling $13,250,898 were expensed for US GAAP purposes and were charged
      to deficit.

      For both Canadian and US GAAP purposes, the "Investment
      in Gibraltar Preferred Shares" was set up as a long term asset (with a
      value of $26,764,784 for Canadian GAAP purposes and a value of $13,513,886
      for US GAAP purposes).

      However, since the Company issued to its shareholders its
      own Redeemable Preferred Shares, the Company set up a long term liability
      to reflect these Redeemable Preferred Shares, with a value equal to
      $26,764,784 for Canadian GAAP purposes, and a value of $13,513,886 for US
      GAAP purposes (i.e. an amount essentially offsetting the Gibraltar
      Preferred Shares as the value in the Gibraltar Preferred Shares would not
      accrue to the Company but rather to the holders of the Company's
      Redeemable Preferred Shares).

      How the value was determined

      Both Taseko and the Company obtained independent
      valuation and fairness opinions in connection with the Harmony Gold
      Project which opinions were included in the proxy materials filed with the
      BC Court, sent to shareholders and publicly filed. The opinions gave a
      relatively wide range of values for the Harmony Gold Project given its
      value was related to the price of gold and copper, which had fluctuated
      widely in the last 20 years or so. The values attributed to the Harmony
      Gold Project ranged from $50 million to $100 million with a median value
      of approximately $75 million. At the time of the Arrangement, the Company
      and the parent company of Gibraltar Mines Ltd. had a majority of directors
      in common. As the Arrangement was between companies with majority common
      management and directors, the preferred shares were valued at the lower of
      fair value and the net book value of the assets transferred, net of cash
      consideration received, as follows:

    Canadian GAAP

    United States

    (audited)

    GAAP

    Mineral property interests
    $
     28,811,296

    $
     15,560,398

    Land and equipment

    8,488

    8,488

    Reclamation deposit

    175,000

    175,000

    Cash consideration

    (2,230,000
    )

    (2,230,000
    )

    Value attributable to preferred
      shares
    $
     26,764,784

    $
     13,513,886

    2.

      Exhibit 12.1 and
12.2

Please revise the certification to be consistent with the
language specified in the standard version. Please refer to the Instructions as
to the Exhibits, Exhibit 12, of Form 20-F.

      The certifications have been revised, and are attached as
      an exhibit to this letter. We propose to prospectively implement these
      certifications in future filings of our Form 20-F.

As requested in your comment letter, we acknowledge that:

  the Company is responsible for the adequacy and accuracy of the disclosure
  in the filing;
  SEC 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.

We trust the foregoing will resolve your comments, appreciating
that some of them will be dealt with in future filings. If you require any
further information, please feel free to contact either the writer, or the
Controller of the Company, Mr. Paul Mann, at 604-684-6365.

Yours truly,
CONTINENTAL MINERALS CORPORATION

Jeffrey R. Mason, B.Comm., CA
Director, Chief Financial
Officer, and Secretary

cc:     Lang Michener