SecProbe.io

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December 17, 2004
via U.S. Mail

Mark Gustafson
President and Principal Executive Officer
Torrent Energy Corporation
3400-666 Burrard Street
Vancouver, British Columbia
CANADA V6C 2X8

Re:	Torrent Energy Corporation

      Form SB-2/A filed November 19, 2004
      File No. 333-119206

Forms 10-QSB/A for the periods ended June 30, 2004 and December
31,
2003 filed November 16, 2004

Form 10-KSB/A for the fiscal year ended March 31, 2004 filed
November
16, 2004

Form 10-QSB for the period ended September 30, 2004 filed November
8,
2004

      Response letter dated November 19, 2004

Dear Mr. Gustafson:

      We have reviewed the above filings and response letter and
have
the following comments.  We have limited our review to the areas
commented on below.  Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.

	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 numbers
listed
at the end of this letter.

Form SB-2/A

Plan of Distribution, page 34
1. We note your response to comment No. 1 of our letter to you
dated
October 25, 2004  (the "Staff Comment Letter"). Please further
confirm whether or not Cornell Capital Partners, LP is affiliated
with any registered broker-dealer.

Terms of Series B Convertible Preferred Stock, page 39
2. We note your disclosure regarding the amount of shares of your
common stock that are issuable upon conversion of your Series B
Convertible Preferred Stock at various market prices and inclusive
of
a discount.   Supplementally inform us of how this discount was
derived and provide the agreement that delineates the terms of the
discount granted to Cornell Capital Partners, LP. We may have
further
comments.
3. Your disclosure regarding the discount granted to Cornell
Capital
Partners, LP in connection with the conversion of your Series B
Convertible Preferred Stock is inconsistent.  For example, on page
39, you disclose a 50% discount, yet, on page 12, you disclose a
discount of 20%.  Please revise your disclosure to ensure that the
tables reference and that the calculations reflect, the correct
discount rate that you have agreed upon with Cornell Capital
Partners, LP.
Forms 10-QSB/A and Form 10-KSB/A
Controls and Procedures
4.	We note that the Item 307 of Regulation S-B disclosure in
your
Form 10-QSB/A for the period ended June 30, 2004, continues to
incorrectly state that an evaluation was conducted "within 90 days
of
the filing date of [the] report..."   Please revise your Item 307
disclosure in the manner suggested in the prior Staff Comment
Letter.
Additionally, none of the amended periodic reports filed include
updated Item 308 of Regulation S-B disclosure regarding internal
controls.  As noted in the prior Staff Comment Letter, please
revise
the Item 308 disclosure included in your periodic reports so that
the
company discloses whether or not there have been any changes in
the
company`s internal control over financial reporting that
"materially
affected, or is reasonably likely to materially affect the
company`s
internal control over financial reporting..." for the period being
reported.  See Release No. 33-8238 at Section II.F.3.  This
comment
applies to all of your relevant filings, including the Form 10-
KSB/A
for the period ended March 31, 2004 and your Form 10-QSB/A for the
periods ending December 31, 2003 and June 30, 2004.
Certifications
5. Please refer to the prior Staff Comment Letter and provide the
exact language required for the certifications as specified by
Item
601(b)(31) of Regulation S-B or inform us of why you are unable to
do
so.  This comment applies to your Form 10-QSB/A for the period
ended
June 30, 2004 and the Form 10-QSB for the period ended September
30,
2004.  Please ensure that you provide currently dated
certifications
with each filing of an amended periodic report.
Closing Comments
	Please amend the above filings in response to these comments.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comments. Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your amendments and responses to our comments.

	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
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* 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 this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Please direct all questions relating to the above comments to
Mellissa Campbell Duru, at (202) 942-1930, or in her absence, to
H.
Roger Schwall, Assistant Director, at (202) 942-1870.   Direct all
correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc: 	via facsimile
	James Turner, Esq.
	Sichenzia Ross Friedman Ference LLP
	212-930-9725 (fax)

      J. Murphy
      H. Roger Schwall
      T. Richter
      M.Duru
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Torrent Energy Corp.
December 17, 2004
page 1

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

         DIVISION OF
CORPORATION FINANCE

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