SecProbe.io

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May 12, 2005

Via facsimile and U.S. Mail

Crystal Graphite Corporation
Lana Bea Turner, Secretary
#1750-999 West Hastings Street
Vancouver, BC V6C 2W2
Canada

            RE:        Crystal Graphite Corporation
  Form 20-F for the Fiscal Year Ended August 31, 2004
                           File number 000-29976

Dear Ms. Turner:

      We have reviewed the above filing and have the following
comments.  Our review has been limited to those matters
specifically
addressed in this letter. 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 comments are
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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

	Form 20-F for the Fiscal Year Ended August 31, 2004

Exhibit 31.1 and 31.2

1. Please be advised that paragraph 4(b) certifying the design of
internal control system need not be provided until the first
annual
report required to contain management`s report on internal control
over financial reporting. Unless you have completed an evaluation
of
internal control over financial reporting (under Section 404 of
the
Sarbanes-Oxley Act of 2002), please remove the certification
language
over internal controls.

Controls and Procedures

2. Please disclose the following under Item 15:

a. Conclusions of your principal executive and principal financial
officers, or persons performing similar functions, regarding the
effectiveness of your disclosure controls and procedures (as
defined
in Rule 13a-15(e) or Rule 15d-15(e)) as of the end of the period
covered by the report, based on the evaluation of these controls
and
procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-
15.

b. Any changes in your internal controls over financial reporting
identified in connection with the evaluation required by paragraph
(d) of Rule 13a-15 or Rule 15d-15 that occurred during the period
covered by the annual report that has materially affected, or is
reasonably like to materially affect, your internal controls over
financial reporting.

		Please refer Item 15 of Form 20-F and related
instructions
for further detail.

Item 16 of Form 20-F

3. Please include information required under Item 16 of Form 20-F.

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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Yong Choi, Staff Accountant at (202) 824-5682
or
April Sifford, Branch Chief at (202) 942-2983 if you have
questions
regarding comments on the financial statements and related
matters.
Direct any other questions to the undersigned at (202) 942-1870.

Sincerely,

H. Roger Schwall

Assistant Director
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Crystal Graphite Corporation
May 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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