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August 10, 2006

Via EDGAR

Securities and Exchange Commission

ATTN:  Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-7010

Re:          Comment letter dated July 14, 2006

                Solitario Resources Corporation ("Solitario or the "Company")

                Form 10-K for the Year Ended December 31, 2005

                Filed on March 28, 2006

                SEC File No. 0-50602

Dear Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

     Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and Exchange Commission (the "SEC"); and

     Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with respect to our filings; and

     Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States

Form 10-K For the Fiscal Year ended December 31, 2005

General

1.     We noted your EDGAR filing does not include page numbers.  Please paginate all future filings.

RESPONSE:

          We have revised our EDGAR software to include page numbers in all future filings.

Selected Quarterly Information

2.     Provide two years of quarterly data as required by Regulation S-K Item 302.  Include descriptions of any unusual or infrequently occurring items recognized within each quarter.

RESPONSE:

          The information is included in the filing under Note 9 to the Consolidated Financial Statements.

Liquidity and Capital Resources

3.     We note that the amount of vested stock options outstanding at December 31, 2005, and that, based upon the closing stock price on the balance sheet date, a material amount of these are considered "in the money."   Provide a discussion of your stock-based compensation programs and the potential impact of the exercise of these options and other forms of stock-based compensation on your liquidity as required under Item 303(a)(2)(ii) of Regulation S-K.

RESPONSE:

          In our future filings we will significantly expand our discussion of Stock-Based Compensation Plans under Liquidity and Capital Resources to include a discussion of the number of options (and any other stock-based compensation plans we may have in the future), the number of options exercised and any cash proceeds therefrom, the options outstanding, their weighted average exercise price(s), the number of vested options, and the intrinsic value of those options.  In addition we will provide the Company's estimate of future potential liquidity from the exercise of vested options over the next twelve months.

          The following disclosure has been included in our second quarter Form 10-Q and similar disclosures will be included in all future filings under Liquidity and Capital Resources.  The Liquidity and Capital Resources section has been reformatted with subtitles for (i) Marketable Equity Securities, (ii) Stock Based Compensation, (iii) Working Capital, (iv) Deferred Tax Liabilities and (v) Cash Balances to assist readers in evaluating our disclosures:

Stock Based Compensation Plans

           During the first six months of 2006, holders exercised options from our 1994 Plan for 1,095,000 shares and paid us $874,000.  The exercise price of options for 980,000 of these shares

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was Cdn$0.94 per share, the exercise price of options for 50,000 of these shares was Cdn$0.65 per share and the exercise price of options for 65,000 of shares options was Cdn$0.73 per share.  During the first six months of 2005 holders exercised options for 5,000 shares for proceeds of $3,000.

The following table summarizes our outstanding stock options from our 1994 Plan and our 2006 Plan as of June 30, 2006:

  Options Outstanding

Options Exercisable

Number

Weighted Average

Remaining Contractual

Life (in years)

Weighted Average Exercise

Price

Cdn$

Number Exercisable

Weighted Average Exercise

Price

Cdn$

Intrinsic value of exercisable options (1)

1994 Plan:

1,010,000

0.6

$0.73

   1,010,000

$0.73

$1,912,000

  135,000

2.2

$0.81

114,375

$0.81

  208,000

1,145,000

0.8

1,124,375

$2,120,000

2006 Plan:

1,655,000

5.0

$2.77

413,750

$2.77

$30,000

(1)The intrinsic value of options exercisable at June 30, 2006 based upon the quoted market price of Cdn$2.85 per share for our common stock on the Toronto Stock Exchange and an exchange ratio of 0.89309 Canadian dollar per United States dollar.

          As a result of the options from the 1994 Plan being significantly "in the money" as of June 30, 2006, we anticipate that 1,010,000 unexercised options currently outstanding from our 1994 Plan will be exercised prior to their expiration date of March 7, 2007 for estimated proceeds of approximately $658,000, based upon the above exchange ratio, assuming there is no significant decline in the quoted market price for a share of our common stock on the Toronto Stock Exchange.  We would not expect that a significant number of our remaining vested options, from either the 1994 Plan or the 2006 Plan, will be exercised in the next year.

          We note that although our disclosures in MD&A in the 10-K did not include a discussion of the potential impacts of stock-compensation programs, the disclosures of the number of shares that were vested and their exercise price, as well as the market price or our common stock was available to a reader of the financial statements.  In addition, the impact from the exercise of these options has been disclosed in subsequent filings (in our first quarter Form 10-Q).   We also believed that as of the date of the filing of the Form10-K, the relative impact to liquidity from the exercise of options was certainly less than the disclosed impact of our $19.1MM from our investment in marketable equity securities.  Accordingly, we believe that given the subsequent information regarding stock-based compensation in our subsequent filings, amending our existing 2005 Annual Report on Form 10-K for the impacts of stock-based compensation would not provide significant benefits to readers of the financial statements contained therein.

Consolidated Statement of Operations

4.      Please revise the presentation of your financial statements and footnotes to clearly identify your operations as being in the exploration stage and to provide appropriate disclosure and presentation in accordance with Statement of Financial Accounting Standards (SFAS) 7.  Please refer to SFAS 7, paragraph 11 for further guidance.  Also note that the report of your independent public accountant will need to be revised to address these additional disclosures.

RESPONSE:

SFAS No. 7

          We have reviewed the guidance provided by SFAS No. 7 and we do not believe we meet the criteria for a Development Stage Enterprise and we accordingly, do not believe that we are required to provide the disclosures required by paragraph 11 of SFAS No. 7.

The determining guidance is provided in paragraph 8 of SFAS No. 7:

8.     For purposes of this Statement, an enterprise shall be considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:

a.     Planned principal operations have not commenced.

b.     Planned principal operations have commenced, but there has been no significant revenue therefrom.

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          We are not a new business.  We are not spending a significant amount of time or resources establishing a new business.   We were formed in 1984, over 22 years ago, as a wholly-owned subsidiary of an established operating entity, Crown Resources Corporation.  We became a Canadian public company in 1993 (through an IPO with a listing on the Toronto Stock Exchange).  We have been a US public company and a registrant with the SEC since February 2004.  We have conducted the same business operation during that entire time, which is to acquire a portfolio of exploration properties and perform exploration activities on those properties and to sell, joint venture and or develop those properties.  Accordingly, as part of an established enterprise, we were never classified as a Development Stage Enterprise, in accordance with SFAS No. 7 and we do not meet the definition of a new business now.

          In addition, we have had significant revenues from the operations we commenced over 22 years ago.  In 2000 we sold our mining interest in our Yanacocha property for $6 million, (we retained a royalty as part of that sale).  This is disclosed in our 2005 Annual Report on Form 10-K in Item I as well as in Note 2 to the consolidated financial statements.  We have disclosed in our Form 10-K that revenues have occurred infrequently in the past and future revenues, if any, are also expected to occur on an infrequent basis.

          We have never been a "dormant company," that has been reactivated to undertake development stage activities, as might be the case described in footnote 7 of SFAS No. 7.

          Accordingly we believe SFAS No. 7 does not apply to Solitario and inclusion of the disclosures required by paragraph 11 of SFAS No. 7, would not be appropriate.

Prospective disclosure

          We note that we have properly described our Company as an "Exploration Stage Company" pursuant to paragraph (a)4(i) of SEC Industry Guide 7.  This may have created some confusion with the requirement of the instruction to paragraph (a) of SEC Industry Guide 7, which states:

(a). Mining companies in the exploration stage should not refer to themselves as development stage companies in the financial statements, even though such companies should comply with FASB Statement No. 7, if applicable.

          SFAS No. 7 does not apply to us for the reasons discussed above.  However, because our revenues do not occur on a regular basis, we are proposing additional disclosure on a prospective basis in the business overview section of Item I to our future Annual Reports on Form 10-K and our MD&A in all future annual and interim reports on Form 10-K and Form 10-Q.  We believe this will eliminate any possible confusion and to assist a reader of our financial statements and related disclosures.

The following disclosure has been included in our quarterly report on Form 10-Q for the three and six months ended June 30, 2006:

(a). Business Overview and Summary

          We are an exploration stage company with a focus on the acquisition of precious and base metal properties with exploration potential.  We primarily acquire and hold a portfolio of exploration properties for future sale, joint venture or development, either on our own or with joint venture partners. We were incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown.   We have been actively involved in this business since 1984 and have in the past recorded revenues from the sale of these properties on an infrequent basis, with the last significant revenues recorded in 2000 upon the sale of our Yanacocha property for $6,000,000.  We expect future revenues from the sale of properties, if any, would also occur on an infrequent basis.  At June 30, 2006 we had twelve exploration properties in Mexico Peru, Bolivia Mexico and Brazil.  We are conducting exploration activities in all of those countries.  On July 26, 2004, Crown completed a spin-off of its holdings of our shares to its shareholders, whereby each Crown shareholder received 0.2169 shares of our common stock for each Crown share they owned.  Crown currently owns less than one percent of our outstanding common stock.

5     We note your statement that your chief executive officer and your chief financial officer have concluded that your system of disclosure controls and procedures are effective, but you further state that there were "deficiencies with our disclosure controls and procedures."  This disclosure seems to state that your disclosure controls and procedures are effective, except to the extent they are not effective.  Given the deficiencies you have disclosed, it is unclear how you have concluded your disclosure controls and procedures are effective.  Amend your filing to provide appropriate disclosure explaining how the disclosure controls and procedures were determined to be effective in light of the identified matters.  Or, if true, you may state that given the identified matters, your disclosure controls and procedures are not effective.

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RESPONSE:

          Per our review of our system of disclosure controls and procedures, we believed them to be effective.  We noted, as part of a limited review of our internal controls over financial reporting, that we had certain deficiencies in our internal controls.  However, we believed that these deficiencies in internal controls did not cause our system of disclosure controls to be ineffective.

          In our future filings, we intend to include a section in MD&A expanding the discussion of the nature of our identified deficiencies in internal controls, for example the lack of segregation of duties and of an internal GAAP expert.  This discussion will also include the steps we are taking to mitigate and or eliminate these weaknesses as well as a discussion of how we assure ourselves of the integrity of our financial statements and disclosures.  In addition, we will eliminate the confusing language (in both Item 9A and in MD&A) in our discussion of disclosure controls and procedures that referenced the deficiencies in internal controls.

          The following disclosure has been included in our quarterly report on Form 10-Q for the three and six months ended June 30, 2006:

(j.) Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Disclosure controls and procedures

          Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

          As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that as of the Evaluation Date, our disclosure controls and procedures were effective in alerting them in a timely manner to material information relating to the Company and its subsidiaries that is required to be included in the reports that we file or submit under the Securities Exchange Act of 1934.

          Internal control over financial reporting

          Internal control over financial reporting is defined as a process desi