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JONATHAN A. VAN HORN

(612) 492-6134

FAX (612) 340-8738

van.horn.jonathan@dorsey.com

January 14, 2005

VIA FACSIMILE, OVERNIGHT DELIVERY AND EDGAR

Celeste M. Murphy

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0303

    Re:
    Goldcorp Inc.

Goldcorp Acquisition ULC

Amendment No. 1 to Schedule TO

(SEC File No. 005-78729)

Dear Ms. Murphy:

     On behalf of our clients Goldcorp Inc. (the “Company”) and Goldcorp Acquisition ULC (“Subco”
and, collectively with the Company, the “Offerors”), we transmit herewith a copy of Amendment No. 1
to the Company’s Schedule TO (the “Amendment”) with respect to the Company’s offer to purchase all
of the outstanding common shares of Wheaton River Minerals Ltd. (the “Offer”) as filed today via
EDGAR. This letter responds to the comments contained in your letter, dated January 7, 2005 (the
“Comment Letter”), regarding the Company’s Schedule TO (SEC File No. 005-78729) filed on December
29, 2004. The Company’s Take Over Bid Circular was attached as Exhibit (a)(1)(A) to the Schedule
TO. The information contained in the Take Over Bid Circular (including all schedules, exhibits and
annexes thereto) was incorporated by reference in response to all the items of information required
to be included in, or covered by, a Tender Offer Schedule on Schedule TO as a result of the Offer.
The responses contained in this letter correspond to the numbered comments in the Comment Letter.

Schedule TO-T Item 10. Financial Statements

    1.
    As indicated in Item 10 of the Amendment, the Take Over Bid Circular has been amended to
include the summary financial statements required by Item 1010(c) of Regulation M-A. The
summary financial statements included in Item 10 of the Amendment will be disseminated via a
press release to be issued by the Company today; a copy of the press release containing the
summary financial statements is included as Exhibit (a)(4)(C) to the Amendment.

    2.
    As indicated in Item 10 of the Amendment, the Take Over Bid Circular has been amended to
clarify that financial statements for Goldcorp’s last two fiscal years are incorporated by
reference into the Take Over Bid Circular as required by Item 1010(a) of Regulation M-A.

Celeste M. Murphy

January 13, 2005

Page 2

    3.
    As indicated in Item 10 of the Amendment, the Take Over Bid Circular has been amended to
include the Company’s book value per share required by Item 1010(b)(3) of Regulation M-A in
the summary pro forma information. We are advised by the Company that there are currently no
material fixed charges (as such term is defined in the instructions to Item 503(d) of Regulation S-K)
that apply to the Company and that no fixed charges applied to the Company during the periods
covered by the pro forma financial statements contained attached to the Take Over Bid
Circular. We are further advised that, subsequent to the repayment of debt by Wheaton in May 2004 and
September 2004, no material fixed charges apply to Wheaton. Therefore, as of the date of the Take Over
Bid Circular, the ratio of earnings to fixed charges would not
represent a meaningful measurement for either the
Company or on a pro forma basis giving effect to the purchase of all outstanding Wheaton
common shares pursuant to the Offer (since no material fixed charged apply to either the Company or to
Wheaton). In this context, we do not believe that the omission of the ratio of earnings to
fixed charges from the summary pro forma financial information included in Item 10 of the
Amendment results in the omission of information material to a Wheaton shareholder’s
decision of whether to tender Wheaton common shares to the Offer.

Schedule TO Item 13. Information Required by Schedule 13E-3

    4.
    As indicated in Item 13 of the Amendment, Item 13 of Schedule TO is inapplicable to the
Offer.

Forward-Looking Statements, page (iii)

    5.
    As indicated in the Amendment, the discussion of Forward Looking Statements on page (iii) of
the Take Over Bid Circular has been revised to delete the reference to the Private Securities
Litigation Reform Act of 1995.

The Summary Term Sheet, page 1

Until What Time Can I Withdraw Previously Tendered Shares?

    6.
    The term “take up” is defined on page 7 of the Definition section of the Take Over Circular.
For convenience, the definition contained in the Take Over Circular is reproduced below:

    “take up” in reference to Common Shares means to accept such Common
Shares for payment by giving written notice of such acceptance to
the Depositary and “taking up” and “taken up” have correlative
meanings;

Payment for Deposited Common Shares, page 11

    7.
    The full second sentence of “Payment for Deposited Common Shares” on page 11 of the Take Over
Bid Circular states:

DORSEY & WHITNEY LLP

Celeste M. Murphy

January 13, 2005

Page 3

    The Offerors are obligated to pay for Common Shares that they have
taken up promptly (emphasis added) after taking up such Common
Shares, and in any event not later than the earlier of three
Business Days after the taking up of the Common Shares and 10 days
after the Expiry Time.

    This formulation is intended to indicate to U.S. readers that the Offerors intend to comply
with the prompt payment requirements of Exchange Act Rule 14e-1(c) and to indicate to
Canadian readers that the Offerors intend to comply with Canadian regulations applicable to
payment for shares taken up pursuant to the Offer. In order to clarify that the Offerors
intend to comply with the prompt payment requirements of Exchange Act Rule 14e-1(c), the
third sentence of the Take Over Bid Circular under the heading “Payment for Deposited Common
Shares” has been amended and restated as follows (additions in bold):

    Any Common Shares deposited under the Offer after the first date on
which Common Shares are taken up under the Offer will be taken up
and paid for promptly, and in any event within 10 after such
deposit.

Conditions of the Offer, page 18

    8.
    As indicated in Item 4 of the Amendment, the first sentence of the first full paragraph on
page 18 of the Take Over Bid Circular has been amended and restated in accordance with the
staff’s position.

Payment for Deposited Common Shares, page 22

    9.
    As indicates in Item 4 of the Amendment, the second sentence of the second paragraph under
the heading “Payment for Deposited Common Shares” on page 22 of the Take Over Bid has been
amended and restated in response to the staff’s comments.

Circular, page 27

Documents incorporated by reference, page 28

    10.
    We acknowledge the staff’s comment and confirm that the Offerors will amend the Schedule TO
to specifically reference periodic reports filed until the Offer expires.

Source of Funds, page 43

    11.
    As indicated in Item 7 of the Amendment, the Take Over Bid Circular has been amended to
include the information required by Item 1007(c) of Regulation M-A.

Dealer Manager and Soliciting Dealer Group, page 57

DORSEY & WHITNEY LLP

Celeste M. Murphy

January 13, 2005

Page 4

    12.
    As indicated in Item 4 of the Amendment, the Take Over Bid Circular has been amended to
clarify that the Offerors will not pay any fees to the dealer manger in respect of Wheaton
common shares that the dealer manager holds for its own account.

Closing Comment

     On behalf of our clients, Goldcorp Inc. and Goldcorp Acquisition ULC, we hereby confirm to you
the Offerors’ acknowledgements of the following matters:

    •
    the Offerors are responsible for the adequacy and accuracy of the disclosure in the
filings;

    •
    staff comments or changes to the disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filing; and

    •
    the Offerors 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 believe that the Amendment responds completely to all of issues raised in the Comment
Letter. If you have any questions regarding this letter or the Amendment, please feel free to
contact me at (612) 492-6134 or D. Grant Vingoe at (416) 367-7377.

    Very truly yours,

Jonathan A. Van Horn

Enclosures

    cc:
    R. Gregory Laing (Goldcorp Inc.)

D. Grant Vingoe (Dorsey & Whitney LLP)

Michael Melanson (Fraser Milner Casgrain LLP)

DORSEY & WHITNEY LLP