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   Filed by Automated Filing Services Inc. (604) 609-0244 - Anooraq Resources Corporation - SEC Response Letter

1020 •  800 West Pender Street

  Vancouver, BC Canada V6C 2V6

  Tel (604) 684 •  6365 Fax (604) 684 •  8092

  1 800 667 •  2114
October 27, 2005

Mr. Yong Choi
United States Securities and Exchange
Commission
Division of Corporation Finance
Mail Stop 7010

Washington, DC    20549-7010

Via EDGAR CORRESPONDENCE

    RE:
    ANOORAQ RESOURCES CORPORATION

    FORM 20-F FOR THE FOURTEEN MONTHS ENDED
      DECEMBER 31, 2004

    FILED JULY 15, 2005

    FILE NO. 001-31930

Dear Mr. Choi:

We acknowledge receipt of your Comment Letter dated September
  6, 2005 in respect of Form 20-F filed by Anooraq Resources Corporation (the
  "Company") for the year ended December 31, 2004. In a previous discussion, we
  had indicated we would be responding by October 27, 2005. Your comments are
  in italics to the left, our responses to the right.

    Comment

    Response

    1.
    Selected Financial Data, page 8

    This has been clarified on page 8 of the amended 20-F.

    We note you stated
        that the company’s annual financial statements have been audited
        by its independent registered public accounting firm, KPMG
        LLP. This statement infers annual financial statements for all
        five years presented have been audited by KPMG LLP. Please
        clarify your statement to reflect the periods audited by De
        Visser Gray.

-2-

    Comment

    Response

    2.
    Financial Statements, page 86

    These will be attached.

    Please include
        the audit reports from your current and prior independent registered
        public accounting firms.

    The KPMG LLP opinion on the
        financial statements for the 14-month fiscal year ended December 31, 2004
        are attached within Exhibit 15.6

    The De Visser Gray opinion on
        the financial statements for the year ended October 31, 2003 are attached
        as Exhibit 15.9.

    3.
    Exhibits 15.7
        and 15.8

    The cover sheet was incorrect
        and has been amended.

    The consolidated
        financial statements referenced on the cover page of Exhibit 15.8
        do not correspond to consolidated financial statements included
        in the exhibit. Please revise as necessary.

    4.

    We note you
        included unaudited consolidated financial statements as of and
        for the twelve months ended October 31, 2004 and for the two
        months ended December 31, 2004 and three months ended January
        31, 2003. Please be advised that the two months ended December
        31, 2004 and three months ended January 31, 2003 are not comparative.
        We also note you included unaudited consolidated financial
        statements for the three months ended October 31, 2004 and 2003.
        Please tell us when you elected to change your fiscal year end
        and your basis for including these financial statements for
        purposes of complying with transition reporting requirements.

     As a result of a significant
        acquisition in September 2004, the Company elected at that time to change
        its year end to December 31, in order to align its reporting cycles with
        its new, much larger, joint venture partner.

      The Company's former year end was October 31, and the
        Company did have a review done by its auditors for the twelve month period
        ended October 31, 2004 and a formal audit for the 14 month period ended
        December 31, 2004.

      Because the financial statements for the 12 months ended
        October 31, 2004 had been reviewed we felt the higher degree of confidence
        provided by these financial statements (versus transition period statements
        for the 2 months ended December 31, 2003, which had not been reviewed
        nor audited) would be appropriate.

-3-

    Comment

    Response

    Your transition period appears to be
        between November 1, 2003 and December 31, 2003, the period
        between the closing of your most recent fiscal year and the opening
        date of your newly selected fiscal year. For a transition period
        that is six months or less, but more than one month, we
        would generally require the following:

    Based on our reading of the AICPA International
        Practices Task Force (November 25, 2003) Highlights, which included an
        extract from the SEC Staff Training Manual Topic Six.II.E "Changes
        in Fiscal Year End", we concluded that it would be appropriate to
        provide one 20-F for the 14 months ended December 31, 2004 which would
        include audited financial statements (i) for the 14 month period, and
        (ii) unaudited financial statements for the 2 months ended December 31,
        2003 and (iii) unaudited financial statements for the 12 months ended
        December 31, 2004. (ie, one 12-month period and one 2-month period), and
        sought the relief shown in example 3.b. of that extract.

      Since the 12 months ended October 31, 2004 had been reviewed,
        we felt that the most informative disclosure would have been for the (i)
        12 months ended October 31, 2004 and (ii) 2 months ended December 31,
        2004.

      We also felt that the information presented in our annual
        report would be more understandable and useful to readers if it were contained
        in one filing as opposed to two filings (one stub-period filing and one
        annual report).

      The Form 20-F Transition Report would have been due at
        the end of March 2005. Our Canadian attorneys had had informal conversations
        with the Deputy Chief Accountant's office once we determined we had a
        potential issue with the transition period filing, in June 2005. On June
        22, 2005, Mr. Olinger of the SEC advised that one 14-month period with
        a 12- and 2-month split would be acceptable.

      We are also prepared to undertake to provide an Annual
        Report on Form 20-F or Form 40-F for the year ended December 31, 2005,
        on or before March 31, 2006.

    a.

    A transition report on Form 20-F should
        be filed within the later of three months after either the end
        of the transition period or the date of the issuer elected
        to change its fiscal year.

    b.

    The transition report on Form 20-F (referred
        to in a. above) should include unaudited financial statements,
        reconciled to U.S. GAAP and information required by Items 3,9,
        15, 16, and 17 or 18 of Form 20-F.

    c.
    The next annual report on Form 20-F should
        include audited financial statements for this transition period.

-4-

    Comment

    Response

    5.
    Exhibit 99.1 and 99.2

    Amended certifications have
        been attached, and are presented as Exhibits 12.1 and 12.2.

    Please revise
        the certification to be consistent with the language specified
        in the standard version. Please refer to the Instructions as to
        the Exhibits, exhibit 12, of Form 20-F.

As requested in your comment letter, we acknowledge that:

    •
    the Company is responsible
        for the adequacy and accuracy of the disclosure in the filing;

    •
    SEC 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.

We trust the foregoing will resolve your comments, appreciating
that some of them will be dealt with in future filings. If you require any
further information, please feel free to contact the writer at 604-684-6365.

Yours truly,
ANOORAQ RESOURCES CORPORATION

/s/ Paul Mann

Paul Mann, CA

  Controller and Finance Manager

    cc:
    McCarthy Tetrault

      Jeffrey Mason, CFO