SecProbe.io

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								July 29, 2005

Robert Scott
Chief Financial Officer
Asia Pacific Resources Ltd
Suite 405, 555 Sixth Street
New Westminster, British Columbia
Canada V3L 5HI

	Re:	Asia Pacific Resources Ltd Hhlkjldkfjonl
		Form 20-F/A for Fiscal Year Ended December 31, 2004
		Filed April 11, 2005
		File No. 0-26636

Dear Mr. Robert Scott:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. 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.

Form 20-F/A for the Fiscal Year Ended December 31, 2004

Financial Statements

Report of Independent Accountant, page F-2

1. We note the report of your independent accountants indicates
that
they conducted their audit for the ten month period ended December
31, 2003 in accordance with standards of the Public Company
Accounting Oversight Board, although the audited ten month period
is
initially referred as ended December 31, 2002 in the preceding
paragraph of their report.  Please have your auditors modify their
report to provide a consistent reference regarding the ten month
period

Reconciliations Between Canadian and United States Generally
Accepted
Accounting Principles, page F-28

2. We note your disclosures on pages F-12 and F-15 regarding the
conversion feature associated with your loans due to Olympus.  The
number of shares ultimately exchanged for the debt appears
significantly in excess of the number of shares which would have
been
issued upon conversion had the fair value of the shares been used
as
the conversion price at the date the loans were issued.
Furthermore
it is unclear how you considered the value of the warrants in
measuring the intrinsic value of the conversion feature upon
issuance
of the loans.  Please describe to us the original terms of the
conversion feature associated with the loans. Tell us how you
considered paragraphs 5 and 6 of EITF 98-5 and quantify the
intrinsic
value of the conversion feature or demonstrate why this literature
would not apply. Separately quantify the intrinsic value of the
potential stock to be issued in accordance with the original
conversion terms and the fair value of the warrants at the
inception
of the loan.

3. We note your consolidation policy on page F-7 does not indicate
whether you are using the proportionate method of consolidation.
In
this regard we note that your reconciliation to U. S. GAAP does
not
include minority interest.  Please expand your disclosure to
indicate
that you are using the proportionate consolidation method, if
true.
Otherwise demonstrate why it is appropriate that no minority
interest
has been included in your reconciliation and support your
conclusion
with reference to the appropriate U. S. GAAP authoritative
literature.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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
Exchange Act of 1934 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.
	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 filing;

* 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 filing or in
response to our comments on your filing.

      You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3686 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

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Robert Scott
Chief Financial Officer
July 29, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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