SecProbe.io

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      October 21, 2005

via U.S. Mail
Mark Gustafson,
President, Principal Executive Officer, Principal Accounting
Officer
and Chief Executive Officer
Torrent Energy Corporation
600-666 Burrard Street
Vancouver, British Columbia
CANADA V6C 2X8

Re:	Torrent Energy Corporation
      Registration Statement on Form SB-2
      Filed September 23, 2005
      File No. 333-128593
      Form 10-KSB for the Fiscal Year Ended
      December 31, 2004
      File No. 1-9949
      Forms 10-QSB for the Fiscal Quarters Ended
      March 31, 2005 and June 30, 2005
      File No.  1-19949

Dear Mr. Gustafson:

      We have limited the review of your filing to those issues
identified in our comments.  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 a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may 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 numbers
listed
at the end of this letter.

Form SB-2

General

1. Please confirm that the company received permission, pursuant
to
the terms of the Investment Agreement at Section 4.5., from
Cornell
Capital Partners, LP with regard to the filing of the registration
statement on behalf of the entities, other than Cornell Capital
Partners, LP that are listed in the selling stockholder table.

The Offering, page 5

2. We note that under the terms of the Investment Agreement
between
Cornell Capital Partners, LP and the company, proceeds from the
sale
of the Series C Convertible Preferred Stock have been or will be
released from escrow over the course of three closings.  Please
revise and disclose this fact and clarify that you have not yet
received the full amount of proceeds from the sale of the Series C
Convertible Preferred Stock.

3. Please provide, by reference to the volume weighted average
price
of your common stock as of a recent period prior the filing of
your
amendment, how many shares would be issuable upon conversion of
the
Series C Convertible Preferred Stock.

Risk Factors, page 6

Risks Relating to Our Series C Convertible Preferred Stock, page 9

"The continuously adjustable conversion price feature...," page 9

4. Please clarify the risk factor disclosed. To the extent that
all
Series C Convertible  Preferred Stock  will convert automatically
two
years from the date of issuance, the statement that your
obligation
to issue shares upon conversion of the Series C Convertible
Preferred
Stock "is essentially limitless" needs further clarification.

5. Provide a separate risk factor that addresses how the
adjustable
conversion price feature may encourage short sales by investors,
particularly given the 15% discount to the trading price granted
to
Cornell Capital Partners LP with respect to its conversion of the
Series C Convertible Preferred Stock.

6. Supplement the risk factor disclosure by providing a table that
delineates the dilutive impact to shareholders, in terms of the
number of shares issuable upon conversion of Series C Convertible
Preferred Stock, caused by a decline in market price of your
common
stock.

Selling Stockholders, page 35

7. Some of the material terms of the Investment Agreement with
respect to the Series C Convertible Preferred Stock are omitted
from
the disclosure. We note, for example, that no reference is made of
the restrictions imposed by Cornell Capital Partners, LP regarding
future issuances by the company of capital stock. Also, as noted
in a
prior comment, please supplement your disclosure so that you
provide
investors with a better understanding of the dilutive impact to
them
caused by the adjustable conversion price feature and declines in
the
market price of your common stock.

8. Please disclose if the selling stockholders are registered
broker-
dealers or affiliates of a registered broker-dealer.  If you
determine that any selling stockholder is a registered broker-
dealer,
please revise your disclosure to indicate that such selling
stockholder is an underwriter, unless such selling stockholder
received its securities as compensation for investment banking
services.  If the selling stockholder is an affiliate of a
registered
broker-dealer, please disclose, if true, that such selling
stockholder acquired its shares in the ordinary course of business
and at the time of the acquisition did not have any arrangements
or
understandings with any person to distribute the securities.  If
not,
you must indicate that such selling stockholder is an underwriter.

9. Please identify in the selling stockholder table the natural
persons who exercise voting and/or investment power over the
entities
listed.  Refer to Interpretation 4S of the Regulation S-K portion
of
the March 1999 supplement to the 1997 CF Manual of Publicly
Available
Telephone Interpretations.

Exhibits, page 42

10. We direct you to Exhibit 10.1 to Form 8-K filed on July 20,
2005.
Only the Form of Securities Purchase Agreement was filed. Please
file
the execution copy of the securities purchase agreements
referenced
in Exhibits 10.11, 10.12, and 10.13, inclusive of conformed
signature
pages.

Form 10-KSB
Forms 10-QSB

11. You state that there were no "significant changes" in your
internal controls over financial reporting. However, Item 308 (c)
of
Regulation S-B requires that you disclose any change in the
registrant`s "internal control over financial reporting"
identified
in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the
fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant`s internal control over
financial
reporting.  See also paragraph 4(d) of Regulation S-B, Item 601,
and
Exhibit 31.  Please revise your disclosure to state, if true, that
there were no changes to internal controls over financial
reporting
for the period covered by the report.  Please ensure you file
updated
certifications pursuant to Item 601of Regulation S-B at the time
of
the amended filings.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, 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.

	Please contact Mellissa Campbell Duru at (202) 551-3757 with
any
questions, or in her absence, you may contact me at (202) 551-
3745.

      Sincerely,

							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	Bernard Pinsky, Esq.
	(604) 687-6314

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Mr. Mark Gustafson
Torrent Energy Corporation
October 21, 2005
page 5

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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