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CORRESP
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      Unassociated Document

    THORIUM
      POWER, LTD.

    8300
      Greensboro Drive, Suite 800

    McLean,
      VA 22102

    (800)
      685-8082

    August
      14, 2007

    Donna
      Levy

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

            Re:

              Thorium
                Power, Ltd.

              Draft
                Post-Effective Amendment No. 2 to Registration Statement on Form
                SB-2

              Commission
                File No. 333-135437

              Draft
                Amendment on Form 10-KSB for the Fiscal Year Ended December 31, 2006,
                filed March 20, 2007

              Commission
                File No. 000-28543

              Draft
                Amendment on Form 10-QSB for the Fiscal Quarter Ended March 31, 2007,
                filed May 10, 2007

              Commission
                File No. 000-28543

    Dear
      Ms.
      Levy:

    On
      behalf
      of Thorium Power, Ltd. (“Thorium
      Power”
or
      the
“Company”),
      we
      hereby submit Thorium Power’s responses to the comments of the staff (the
“Staff”)
      of the
      Securities and Exchange Commission (the “Commission”)
      set
      forth in the Staff’s letter, dated August 7, 2007, providing the Staff’s
      comments with respect to the above referenced Draft Post-Effective Amendment
      No.
      2 to a Registration Statement on Form SB-2 (the “Registration
      Statement”),
      Draft
      Amendment to our Annual Report on Form 10-KSB (the “10-KSB”)
      and
      the Draft Amendment to our Quarterly Report on Form 10-QSB (the “10-QSB”).

    For
      the
      convenience of the Staff, each of the Staff’s comments is included and is
      followed by the corresponding response of the Company. Unless the context
      indicates otherwise, references in this letter to “we”, “us” and “our” refer to
      the Company on a consolidated basis.

    Draft
      Post-Effective Amendment No. 2 on Form SB-2

            1.

              We
                note your response to our prior comment 3, and reissue it. Your controller
                or principal accounting officer, or person acting in that capacity
                must
                sign the registration statement. Please refer to Instruction no.
                1 of the
                Instruction for Signatures at the end of Form
                SB-2.

    Thorium
      Power Response: Larry Goldman, our Treasurer and Acting CFO, will sign the
      Registration Statement when it is filed with the Commission. The draft provided
      in response to the Staff’s prior comments did include the signature of Mr.
      Goldman. A copy of the signature page of the Registration Statement is included
      with this response as Exhibit 1.

    Draft
      Amendment No.1 to Form 10-KSB for the Fiscal Year Ended December 31,
      2006

    General

            2.

              Please
                revise your explanatory note on page 3 and introductory note on page
                F-10
                to replace references to SEC comments or letters constituting the
                basis
                for your revisions with a discussion of the significant issues and
                reasons
                these have required an amendment to your filing (e.g. to clarify
                or
                correct earlier disclosures, or to correct your financial accounting
                to
                comply with generally accepted accounting
                principles).

    Thorium
      Power Response: We have revised the explanatory note on page 3 and the
      introductory note on page F-10 to replace references to SEC comments or letters
      with a discussion of the significant issues and reasons that have required
      an
      amendment to our filing. Our revised explanatory note located on page 3 of
      our
      10-KSB is included with this response as Exhibit 2. Our revised introductory
      note located on page F-10 of our 10-KSB is included with this response as
      Exhibit 3.

    Consolidated
      Statements of Changes in Stockholders’ Deficiency, page F-6

            3.

              We
                see the revisions you made in response to prior comment 8, regarding
                the
                recasting of share activity based on the share exchange ratio in
                your
                reverse merger. On page F-12 you now state that as a result of the
                reverse
                merger, there were 296,399,328 common shares outstanding on October
                6,
                2006 (including 36,659,837 shares of common stock with registration
                rights).” Please further revise your disclosure to clarify how these
                figures reconcile to the amounts reported in your Statements of Changes
                in
                Stockholders’ Deficiency, including the 124,101,637 share count on the
                reverse merger line, and the total of the preceding activity, amounting
                to
                135,637,854 shares, which agrees with your disclosure of newly issued
                shares utilized in your recasting
                exercise.

    Thorium
      Power Response: We have revised our disclosure on page F-12 of our 10-KSB to
      state that there
      was a total of 160,761,474 of common shares outstanding in Thorium Power Ltd.
      prior to the merger, of which 124,101,637 shares are being shown as permanent
      equity in the statement of changes in stockholders’ deficiency and 36,659,837 as
      shown on the balance sheet as temporary equity. Our
      revised disclosure is included with this response as Exhibit
      4.

        2

    Note
      I
      --Nature of Operations and Merger with Thorium Power, Inc. page
      F-11

            4.

              We
                note your response to prior comment 9, concerning the $5.2 million
                allocated expenses covering the period from January 1, 2006 through
                June
                30, 2006, recorded as additional paid-in capital on page F-9. Tell
                us why
                the additional $2.3 million in allocated expenses, covering period
                from
                July 1, 2006 to October 6, 2006, is not also reflected as a contribution
                to equity. Provide us with the journal entries made in recording
                the $2.3
                million allocated expenses.

    Thorium
      Power Response: We
      have included additional disclosure on page F-13 of our 10-KSB to state that
      these
      total allocated expenses of approximately $7.5 million were recorded as deemed
      capital contributions to Thorium Power Inc. by Thorium Power Ltd. Starting
      July
      1, 2006 to October 6, 2006 Thorium Power Ltd recorded approximately $2.3
      million of  these expenses incurred on behalf of Thorium Power
      Inc. as intercompany charges  receivable from Thorium Power Ltd. ,
      which became part of the approximate $14.6 million total assets deemed acquired
      from Thorium Power Ltd, as shown above. The remaining approximate $5.2 million
      of deemed capital contributions were recorded as expenses on Thorium Power
      Ltd.
      books from January 1, 2006 to June 30, 2006 and these expenses were allocated
      to
      Thorium Power Inc. as of June 30, 2006 as capital contributions by Thorium
      Power
      Ltd. for this period of time.

    Our
      revised disclosure is included with this response as Exhibit
      5.

    Exhibit
      99.1 — Thorium Power, The Financial Statements As Of and For The Nine Months
      Ended September 30, 2006

            5.

              We
                see that you have added in your marked draft amendment an introductory
                statement and notes to the interim financial statements in response
                to
                prior comment 15. However, the unmarked version of your draft amendment
                appears to have some of the notes to these interim financial statements
                interspersed with the notes to the annual financial statements on
                pages
                F-20 through F-25; and is also missing the notes appearing on pages
                F-26
                through F-31 of your marked amendment to Exhibit 99. Please advise
                us of
                all other inconsistencies between your marked and unmarked draft
                amendments.

    Thorium
      Power Response: Other than those discrepancies that were discovered by the
      Staff, no other inconsistencies existed between the marked and unmarked draft
      amendments. For the Staff’s convenience, we have included with this response an
      unmarked copy of our annual financial statements as Exhibits 6. Additionally,
      we
      have included Exhibit 99.1 with this response as Exhibit
      7.

        3

    Draft
      Amendment No. 1 to Form 10-QSB for the Fiscal Quarter Ended March 31, 2007

    Controls
      and Procedures, page 2

            6.

              We
                note your addition of the controls and procedures disclosure responding
                to
                prior comment 16. Please expand your disclosure to specify the period
                covered by your controls and procedures evaluation and effectiveness
                conclusion, noting the requirements under Item 307 of Regulation
                S-B.

    Thorium
      Power Response: We have revised our disclosure to indicate that our controls
      and
      procedures evaluation and effectiveness conclusion covered the three month
      period ended March 31, 2007. We have included a copy of this disclosure with
      this response as Exhibit 8.

    If
      you
      would like to discuss any of the responses to the Staff’s comments or if you
      would like to discuss any other matters, please contact the undersigned at
      703.918.4918 or Louis A. Bevilacqua, Esq. of Thelen Reid Brown Raysman &
Steiner LLP, our outside special securities counsel, at (202)
      508-4281.

              Sincerely,

              Thorium
                Power, Ltd.

            By:
            /s/ Seth
              Grae

              Seth
              Grae

            Chief
              Executive Officer

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