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SOLAR ENERGY LIMITED

145-925 West Georgia
StreetVancouver

British Columbia,
Canada V6C 3L2

August 19, 2005

Scott RuggieroMail
Stop
3561

Division of Corporate
Finance450
Fifth Street, N.W.

United States Securities
and Exchange CommissionWashington,
D.C. 20549-0405

Via Facsimile (202)
772-9203

      RE:
Solar Energy Limited

         Form
10-KSB for Fiscal Year Ended December 31, 2004File
No. 1-14791

Dear Mr. Ruggiero:

Thank you for your comments dated
July 26, 2005 related to our disclosure on Form 10-KSB for Solar Energy Limited
(“Company”) for the year ended December 31, 2004, filed on April 13, 2005.

We appreciate the provision of an
extension of the time frame permitted for our response.

On behalf of the Company, we submit
this response letter electronically and by facsimile transmission.

Please direct copies of all responses
and any additional comments to the following address and fax number:

      Peter
TsaparasChief
Executive OfficerSolar
Energy Limited145-925
West Georgia Street

      Vancouver,
British Columbia V6C 3L2CanadaTelephone:
(604) 669-4771Facsimile:
(604) 669-4731

The following are our detailed
responses to your comments.

Consolidated Balance
Sheets, page F-3

          1.

          Please tell us the terms of your $176,667 other receivable recorded at December
          31, 2004. Specifically, tell us when the amount is due and from whom, the
          interest rate, if any, and the status of collection efforts. Please confirm that
          the receivable is not due from a related party as that term is defined in
          paragraph 1 of SFAS 57.

      Response:

Management
has determined during 2005 that the sale of the Sun Power shares never closed and that the
other receivable balance of $176,667 should be zero. Therefore, the financial statements
at December 31, 2004 will be restated to reflect this adjustment.

Consolidated Statements
of Operations, page F-4

          2.

          Please explain to us the facts and circumstances surrounding your recognition of
          minority interest income of $1,238 and $66,969 for the years ended December 31,
          2004 and 2003, respectively. Specifically, please tell us for which subsidiaries
          or investments the income was realized and provide us with any supporting
          calculations.

      Response:

The
minority interest income is for the losses recognized by REEL’s 63% ownership (37%
minority interest). The recognition of $1,238 minority interest income was calculated by
the following: Net loss through date of disposal $3,753 multiplied by the 37% minority
interest = $1,238. The recognition of $66,969 minority interest income was calculated by
the following: Net loss for the year ended 12/31/03 was $180,798 multiplied by the 37%
minority interest = $66,969.

          3.

          We note your presentation of your gain on investments of $70,000 during the year
          ended December 31, 2003. Please tell us the facts and circumstances surrounding
          your recognition of this gain. Specifically, tell us the nature of the
          investments sold, the terms of the sales agreement and consideration received
          and provide supporting calculations, if any.

      Response:

The
$70,000 gain was a deposit which was forfeited during the negotiations for the sale of
Sunspring (Solar’s subsidiary). The $70,000 has been reclassed as other income on the
restated financial statements at December 31, 2004.

Notes to the Consolidated
Financial Statements, page F-11

Note 1 – Summary of
Significant Accounting Policies, page F-11

          a.

          Organization, page F-12

          4.

          We note your disclosure related to your sale of 37% of RECO in June 2000. Please
          explain the basis for your conclusion that minority interest of $162,800 and a
          gain of $17,200 should be recorded in connection with this sale. Please provide
          us with supporting calculations and journal entries supporting your financial
          statement presentation.

      Response:

Solar
Energy held a 100% interest in RECO, the cost basis of this investment was $440,000. On
June 30, 2000, Solar sold all of its interest (100%) in RECO for a 63% interest in REEL
and cash of $180,000. REEL’s only asset was the 100% interest in RECO that Solar sold
them, therefore the essence of the transaction was that for $180,000 cash, Solar sold a
37% interest in RECO. Because Solar held a majority of the stock of REEL, consolidation
was necessary, therefore they transferred the same basis in RECO to be the basis in REEL
and a minority interest adjustment was necessary. The journal entry for the transaction
was as follows:

         Cash                                                 180,000
              Investment in RECO                              440,000
         Investment in REEL                                   440,000
              Minority interest (440,000 * 37%)                        162,800
              Gain on Sale of investment                                 17,200

          5.

          We note your disclosure regarding your agreements with Sun Power Corporation
          involving your two subsidiaries, Sunspring, Inc. and Renewable Energy
          Corporation (RECO). You indicate that you used the equity method to account for
          your investment and recognized a gain on the exchange of Sunspring, Inc. common
          stock for your interest in Sun Power Corporation. Please tell us the basis in
          GAAP for recognizing a gain on this agreement and the amount of the gain
          recorded.

      Response:

Notes
receivable from RECO and Sunspring were forgiven by Solar in the amount of $550,000. The
current and prior year losses for RECO and Sunspring were $614,573 (equity/consolidated
method). The difference between the notes receivable forgiven ($550,000) and the recapture
of losses ($614,573) = a gain of $64,573. The value of the Sunpower shares transferred to
Solar was $0 so a gain of $64,573 was recognized.

          6.

          We also note your disclosure related to the $187,667 gain on investments
          recorded during the year ended December 31, 2004 related to the sale of your
          shares of Sun Power Corporation. We have the following comments:

o

Tell us if Sun Power Corporation or any of its officers or shareholders was or is a
related party as defined in paragraph 1 of SFAS 57.

      Response:

Neither
Sun Power Corporation nor any of its officers or shareholders were or are related parties
as defined in paragraph 1 of SFAS 57.

o

Explain to us why you retained 2,000,000 restricted common shares of Sun Power Corporation
from the Sunspring, Inc. agreement. Tell us if your entitlement to the common shares was
contemplated as part of the original agreement, and if not, when and why these shares were
transferred to you.

      Response:

The
2,000,000 shares were retained as part of the original agreement whereby if Sunspring was
returned to Solar then these shares were to be kept by Solar.

o Confirm for us that you did not
provide any service or other consideration for the 2,000,000 common shares of Sun Power,
Inc.

      Response:

        Solar
did not provide any service or other consideration for the $2,000,000 common shares of Sun
Power, Inc.

o Tell us what percentage ownership
of Sun Power Corporation your 2,000,000 restricted common shares represented.

      Response:

        The
2,000,000 shares of Sun Power Corp. represent less than a 5% ownership.

          7.

          We note your disclosures related to the 33% ownership interest that your
          subsidiary, REEL, holds in RECO. Please provide us with the following additional
          information related to your investment in RECO:

o Please tell us why you did not
present your interest in RECO as an investment on your December 31, 2004 balance sheet.

      Response:

The
interest in RECO was not presented as an investment on the December 31, 2004 balance sheet
because the basis in the investment is $0.

o

Please tell us how much you received in consideration, if any, for the 200,000 shares of
RECO issued to LARE resulting in your current 33% ownership interest in RECO.

      Response:

No
consideration was received for the 200,000 shares of RECO issued to LARE resulting in the
current 33% ownership interest in RECO.

o Please tell us LARE’s total
ownership interest in RECO prior to and after the issuance of the 200,000 shares.

      Response:

LARE’s
total ownership interest in RECO prior to the issuance of the 200,000 shares was 0% and
after the issuance of the 200,000 shares was 67%.

o

Please explain the facts and circumstances surrounding your recognition of $56,138 in gain
due to the recapture of prior year losses resulting from your sale of 67% of your interest
in RECO and provide us with any supporting calculations.

      Response:

Since
RECO is no longer consolidated, the prior year losses, forgiveness of debt and elimination
of the minority interest results in a gain of $56,138. The following journal entries were
recorded in the sale of RECO:

                    Dr.

                    Gain (Loss) of Sale of Subsidiary 167,358 Cr. Note Receivable – RECO
                    167,358

        To
record forgiveness of RECO debt

                    Dr.

                    Accumulated Deficit 183,314 Cr. Investment in RECO 183,314

        To
record net losses for RECO

                    Dr.

                    Investment in RECO 183,314 Cr. Gain on Sale of Subsidiary 183,314

        To
adjust investment in RECO to zero

                    Dr.

                    Minority Interest 40,182 Cr. Gain (Loss) on Subsidiary 40,182

        To
eliminate minority interest in the investment of RECO

o Please tell us the amount of debt
you forgave in connection with your sale of RECO’s controlling interest.

      Response:

        The
amount of debt forgiveness in connection with the sale of RECO’s controlling interest
is $167,358.

o Please clarify the timing of both
the stock purchase agreement and the forgiveness of RECO’s debt.

      Response:

The
timing of both the stock purchase agreement and the forgiveness of RECO’s debt was
simultaneous. The forgiveness of debt was included in the sales agreement for RECO.

Exhibits, page 25

          8.

          It appears that you have not filed the consent from your independent accountants
          to incorporate by reference your financial statements into your previously filed
          registrations statements. Please amend your filing to include the consent as
          exhibit 23. Refer to Item 601(b)(23) of Regulation S-B.

      Response:

We
intend to amend our Form 10-KSB for the year ended December 31, 2004 to include our
independent accountant’s consent as per Item 601(b)(23) of Regulation S-B.

In connection with the Company’s
response to these comments, we confirm the following:

o        The Company is responsible for the adequacy and accuracy in its filings;

o

Staff comments or changes to disclosure in respect to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

o

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 do hope that the information
provided above is responsive to your comments. Should you have any additional comments or
questions regarding the Company’s filing on Form 10-KSB for the year ended December
31, 2004, please contact me. I may be reached at (604) 669-4771.

Sincerely,

/s/ Peter Tsaparas

Peter TsaparasChief
Executive
Officer