SecProbe.io

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							March 18, 2005

via facsimile and U.S. mail

Mr. Michael Cytrynbaum
President
Central Minera Corp.
P.O. Box 93038, Caulfeild Village R.P.O.
West Vancouver, British Columbia, Canada V7W3G4

	Re:	Central Minera Corp.
		Form 20-F, Filed December 22, 2004
		File No. 000-24570

Dear Mr. Cytrynbaum:

      We have reviewed the above filing and have the following
comments.  Our review has been limited to the areas commented on
below.

      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.

20-F for the year ended June 30, 2004

Auditors` Report

1. We note that your Auditor`s Report is signed by Pannell Kerr
Forster (PKF) from Vancouver, Canada.  We understand that PKF is
the
same firm as Smythe Ratcliffe, who is registered with the Public
Company Accounting Oversight Board (PCAOB).  We are aware that PKF
can sign their audit  reports under either name since both names
are
listed on the PCAOB`s registration application.  Since this is not
clear to the reader of your financial statements, please request
that
your auditor sign the audit report of your next audited financial
statements as PKF Vancouver and indicate below this that they are
registered with the PCAOB as Smythe Ratcliffe.  Refer to the
guidance
on our website
www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm#P349_5
177
0, under Section 5:A.  This guidance states, in part, that
"Foreign
audit firms required to register with the PCAOB ... should sign
audit
reports filed with the Commission using that name. The staff
believes
that transparent disclosure of a firm`s identity and registration
status would benefit investors. The staff encourages firms to make
both of these items clear on the face of the audit report.  If the
firm`s legal name does not include the international name, the
report
also should indicate the international affiliation."

Financial Statements

2. Due to the nature of your business, we believe your should
revise
your future financial statements to refer to yourself as a Pre-
Exploration stage company instead of a Development stage company.
Confirm to us that you will comply with this comment in future
filings.

Controls and Procedures, page 24

3. In your future Form 20-F filings, please indicate, as required
by
Item 15(d) of Form 20-F, whether you had any change in your
internal
control over financial reporting identified in connection with the
evaluation required by paragraph (d) of 17 CFR 240.13a-15 or
240.15d-
15 that occurred during the period covered by the annual report
that
has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting.  We note
that
your certifying officer has certified that you have disclosed this
information under paragraph 4(c) of the Section 302 certification.
Confirm to us that you will comply with this comment in your
future
filings.

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter that keys your responses to our comments.  Detailed
cover letters greatly facilitate our review.  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 the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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.

	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 our review of your filings or
in
response to our comments on your filings.

      You may contact Jennifer Goeken at (202) 824-5287 or Jill
Davis, Accounting Branch Chief at (202) 942-1996 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 942-1870 with any other
questions.  Direct all correspondence to the following ZIP code:
20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

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Central Minera Corp.
March 18, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

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