SecProbe.io

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								June 15, 2005

Mr. Howard M. Crosby
President
Cadence Resources Corporation
6 East Rose Street
Walla Walla, Washington 99362

	Re:	Cadence Resources Corporation
		Registration Statement on Form S-4
Filed May 13, 2005
      File No. 333-124904

Dear Mr. Crosby:

      We have limited our review of your filing to those issues we
have addressed in our comments list below, and in our letter dated
June 10, 2005. Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form S-4 Filed on May 13, 2005

Engineering Comments

Risk Factors, page 5

1. You state that you and Aurora entered into the Agreement and
Plan
of Merger based, in part, on an assessment of recoverable
reserves.
However, we are unable to find any such discussion under "Approval
of
the Merger."  Either this disclosure or expand the discussion
under
"Approval of the Merger" to address the consideration given by
Cadence
to "recoverable reserves" and to explain what you mean by that
term
which is not defined under Rule 4-10 of Regulation S-X.

Aurora`s Business, page 65

Oil and Natural Gas Operations, page 66

2. Under Rule 4-10(a) of Regulation S-X only proved reserves may
be
disclosed in a SEC filing.  Therefore, please remove the following
reserves disclosure:

* the gas-in-place of 11 BCFG per square mile in the New Albany
Shale
on page 70;

* 1.2 BCF of gas or more per square mile in the Crossroads
Projects on
page 74;

* the referenced oil reserves in the Beregsai Reef field on page
75;

Aurora Gas Reserves, page 77

3. Please disclose that over 86% of Aurora`s proved reserves are
classified either as proved developed non-producing or proved
undeveloped.  This should also be placed prominently in the front
of
the document, such as the risk factor section, to inform investors
of
the nature of Aurora`s proved reserves.

Aurora Production Information, page 78

4. In 2004 Aurora produced an average of 414 MCF per day of gas
from
40.5 net gas wells for an average of 10 MCFD per well.  Explain to
us
how the development of reserves is economic at these rates of
production.

5. Tell us what Aurora`s monthly net gas production rate has been
in
each month in 2005 and from how many wells.

Aurora Energy, Supplemental Oil and Gas Information, page F-31

Oil and Natural Gas Reserves and Related Financial Data, page F-31

6. We note that during the last two years you had no revisions of
previous reserve estimates.  Tell us the reason for this.

Standardized Measure of Discounted Future Net Cash Flows, page F-
32

7. Tell us how you arrived at the future production costs that you
utilized in your Standardized Measure calculation given your
historical production costs.

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 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 filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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 staff comments and the declaration of
effectiveness 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Yong Choi, Staff Accountant at (202) 551-3758 or
April
Sifford, Branch Chief at (202) 551-3684, if you have questions
regarding comments on the financial statements and related
matters.
You may contact James Murphy, Petroleum Engineer at (202) 551-3703
with questions about engineering matters.   Please contact me at
(202)
551-3740 with any other questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: 	Henry I. Rothman, Esq.
	Iris K. Linder, Esq.

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Mr. Howard M. Crosby
Cadence Resources Corporation
June 15, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05

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