SecProbe.io

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      September 14, 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/A-1
Filed August 23, 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. 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/A-1 Filed on August 23, 2005

Risk Factors, page 7

1. In reference to your response to engineering comment number 3
of
your letter dated August 23, 2005 expand this risk factor
disclosure
to include the effects that this large percentage of undeveloped
reserves will have in future periods.  Specifically cite the
requirement for future capital costs to develop the reserves and
the
potential delays in monetizing these reserves if the capital is
not
available, partners do not agree to drill, the price of natural
gas
declines or other key contributing factors.

2. Based on your disclosure, it appears that Aurora only has a
limited
amount of managerial control over their properties.   Of the over
200
proved undeveloped locations in the reserve report, tell us how
many
of these are operated by Aurora.  For those PUDs on properties
operated by others, tell us if you have formal approval or
agreement
with the operator that they will drill those wells.  Tell us the
form
of this approval or agreement.

Reserve Report as of December 31, 2004

3. As of the date of the report there were at least 73 wells in
the
reserve report that were classified as proved developed non-
producing.
Tell us why that number of wells were so classified at the end of
the
year and their current status.

4. In the reserve report there were over 200 wells classified as
proved undeveloped with all of them scheduled to be drilled in
2005 at
a net cost of approximately 14 million dollars.   Tell us the
status
of the drilling of these wells and how much money has been spent
in
2005 to date on this work.

5. We note that there are many proved undeveloped wells in the
reserve
report on leases that apparently have no producing wells.  Tell us
how
these proved undeveloped wells meet the definition of proved
reserves
as found in Rule 4-10(a) of Regulation S-X.

6. Hudson 34 is the property with the highest discounted net value
in
the Aurora reserve report but we note from the updated production
information that it is producing much lower than forecast in the
reserve report.  Please provide adequate updated disclosure about
this
to investors in the filing.
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 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 James Murphy, Petroleum Engineer at (202)
551-
3703 with questions about engineering matters.   Please contact
Jason
Wynn at (202)551-3756 or me at (202) 551-3740 with any other
questions.

Sincerely,

H. Roger Schwall
Assistant Director

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Mr. Howard M. Crosby
Cadence Resources Corporation
September 14, 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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