SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

September 29, 2008
 via U.S. Mail

 Seth Grae Chief Executive Officer  Thorium Power, Ltd. 1600 Tysons Boulevard, Suite 550 McLean, VA 22102
Re: Thorium Power, Ltd.  Preliminary Proxy Statement on Schedule 14A
Filed September 10, 2008 File No. 0-28543
Dear Mr. Grae:
 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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.   Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Preliminary Proxy Statement on Schedule 14A filed September 10, 2008

General

1. Please provide the information require d by Instruction 2 to Item 407 of
Regulation S-K with respect to the charters of your audit committee,
compensation committee, and corporate governance and nominating committee.

Seth Grae
Thorium Power, Ltd.
September 29, 2008 Page 2   Voting Your Proxy, page 1

 2. We note your disclosure that in unconte sted elections, dir ectors are elected by
majority of the votes cast at the meeti ng.  However, Section 2.11 of your amended
and restated bylaws provides that in the election of directors, a plurality of the
votes cast shall elect.  Please advise or revise.

Proposal 3 – Approval and Ratification of an Amendment of the Articles of Incorporation
to Authorize the Board the Discretion to  Effect a Reverse Stock Split…, page 20

3. We note your disclosure that your board of  directors will have the authority to
effect a reverse stock split of up to 1-for- 50.  Please disclose the specific factors
that your board of directors will consider when determining the size of the ratio.
 4. The reverse stock split will result in an  increased number of authorized but
unissued shares of your common stock.  Please disclose whether you have any current plans, proposals or arrangements,  written or otherwise, to issue the
additional shares at this time.  If so, please discuss them in necessary detail.  If not, please state that you have no such pl ans, proposals or arrangements, written
or otherwise, at this time.
 5. Please refer to Release No. 34-15230 and discuss the possible anti-takeover
effects of the reverse stock split.  Please also discuss other anti-takeover mechanisms that may be present in y our governing documents or otherwise and
whether there are any plans or proposals to  adopt other provisi ons or enter into
other arrangements that may have material anti-takeover consequences.  Inform holders that management could use the addi tional shares to resist or frustrate a
third-party transaction pr oviding an above-market premium that is favored by a
majority of the independent stockholders.
 Effect of Reverse Stock Split, page 20

 6. In the table at page 20, please clarify the number of shares that will be (i)
authorized and reserved for issuance, or (ii) authorized  but unreserved and
available for issuance after the reverse stock split.  Please also discuss the dilutive
effect of the reverse stock split on your current shareholders.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and

Seth Grae
Thorium Power, Ltd.
September 29, 2008 Page 3  provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Seth Grae
Thorium Power, Ltd. September 29, 2008 Page 4
 You may contact Laura Nic holson at (202) 551-3584 or, in her absence, Michael
Karney at (202) 551-3847 with any questions.
Sincerely,

H. Roger Schwall Assistant Director
 cc: M. Karney
L. Nicholson
  via facsimile

 Louis Bevilacqua, Esq.  (202) 654-1804