SecProbe.io

June 24, 2010
 Fred W. Brackebusch President and Chief Executive Officer New Jersey Mining Company 89 Appleberg Road Kellogg, Idaho  83837
Re: New Jersey Mining Company
 Schedule 14A Preliminary Proxy Statement
Filed June 3, 2010 File No. 000-28837

Dear Mr. Brackebusch:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Board of Directors of  the Company, page 8

 1. For each director and nominee, revise your disclosure to discuss the basis for the
conclusion that each individual should serve as  a director of the company at the time the
disclosure was made, in light of the compa ny’s business and structure.  Refer to Item
401(e) of Regulation S-K.
 Information Concerning the Bo ard of Directors, page 13

 General

 2. Describe your board leadership structure a nd explain why you have determined that your
board leadership structure is appropriate.  Include in your description a discussion of the
board’s role in the risk oversight and the effect  that this has on its leadership structure.
Refer to Item 407(h) of Regulation S-K.

Fred W. Brackebusch New Jersey Mining Company June 24, 2010 Page 2

3. Disclose whether, and if so, the extent to which, the board or nominating committee
considers diversity in nominating director s, as required by Item 407(c)(2)(vi) of
Regulation S-K
 Compensation of Directors, page 15

 Director Compensation, page 15

 4. Revise this table to disclose the aggregate gr ant date fair value of the stock awards as
computed in accordance with FASB Acc ounting Standards Codification Topic 718.
Refer to Item 402(r)(2)(iv) of Regulation S-K.
 Executive Officers, page 15

 Legal Proceedings, page 16

 5. Expand your disclosure to reflect legal actions involving your executive officers and
directors for the past ten years, as re quired by Item 401(f) of Regulation S-K.
 Executive Compensation, page 17

Summary Compensation Table, page 17
 6. Revise this table to disclose the aggregate gr ant date fair value of the stock awards as
computed in accordance with FASB Acc ounting Standards Codification Topic 718.
Refer to Item 402(n)(2)(v)  of Regulation S-K.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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

Fred W. Brackebusch New Jersey Mining Company June 24, 2010 Page 3

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Tracey L. McNeil at (202) 551-3392 or me at (202) 551-3611 with any
questions.
Sincerely,

Anne Nguyen Parker Branch Chief