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								September 16, 2005

Ms. Monique van Oord
Chief Financial Officer and Corporate Secretary
Linux Gold Corp.
1103-11871 Horseshoe Way
Richmond, British Columbia V7A 5H5 CANADA

	Re:	Linux Gold Corp.
		Form 20-F for Fiscal Year Ended February 28, 2005
Filed August 29, 2005
      File No. 0-30084

Dear Ms. van Oord:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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 comment is
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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 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 February 28, 2005

Item 15.  Controls and Procedures, page 44

1. Your filing states that your evaluation of the effectiveness of
the disclosure controls and procedures was done within 90 days
prior
to the filing date of the report.  Please amend your filing to
indicate, if true, that this evaluation was done as of the end of
the
period covered by the report, as required in the instructions to
Item
15(a) of Form 20-F.

2. With regard to Changes in Internal Controls over Financial
Reporting, please amend your filing to disclose any change in your
internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected,
or
is reasonably likely to materially affect, your internal control
over
financial reporting.  If you have determined no such changes have
occurred, please disclose this conclusion as required in the
instructions to Item 15(d) of Form 20-F.

Financial Statements, page F-1

General

3. Your financial statements disclose that you are an exploration
stage company as defined by Statement of Financial Accounting
Standard ("SFAS") No. 7.  Tell us what date you believe you
entered
the development stage, and the facts and circumstances you
considered
in determining this date.

4. Please amend your financial statements to include the
following,
as required by SFAS No. 7, paragraph 11, for development stage
companies:

* A balance sheet, including any cumulative net losses reported
with
a descriptive caption such as "deficit accumulated during the
development stage" in the stockholders` equity section.  This
accumulated deficit should report your losses as of the date you
determined you entered the development stage of your current
business
plan through the balance sheet dates presented, based on your
response to comment three above.  Cumulative losses prior to the
date
you determined you entered the development stage of your current
business plan should be reported as "losses prior to the
development
stage" or other suitable description.
* A statement of loss and deficit reporting cumulative revenue and
expenses by line item from the date of inception of the current
development stage through the date of the latest balance sheet
presented.
* A statement of cash flows reporting cumulative amounts by line
item
from the inception of the current development stage through the
date
of the latest balance sheet presented.
* A statement of changes in stockholders` equity disclosing each
issuance of stock, warrants or other or other equity securities
from
the inception of the current development stage in accordance with
FAS
7, paragraph 11(d) and Item 8(A)(1)(c) of the instructions to Form
20-F.
* A disclosure of the date the latest development stage started
and
the facts and circumstances you considered in making that
determination.

Report of Independent Accounting Firm, page F-2

5. The additional information required to be presented in your
financial statements as described in comment four above will
require
a revision to the audit opinion to address the cumulative amounts
presented in your statements of loss, cash flows and the statement
of
changes in shareholders` equity.  Please provide a revised Report
of
Independent Accounting Firm.

Note 7.  Common Stock, page F-13

6. Please revise the disclosures here and in Note 6(b) to meet the
requirements of Item 8(A)(1)(f) of the instructions to Form 20-F.
Item 8(A)(1)(f) requires an analysis of each caption of other
stockholders` equity in the form of a reconciliation of the
beginning
balance to the ending balance for each period for which a balance
sheet is required to be presented.  You may present this
disclosure
as part of the statement of changes in stockholders` equity as
required by Item 8(A)(1)(c) of the instructions to Form 20-F
rather
than in a note to your financial statements, discussed in comment
four above.

Item 19.  Exhibits, page 46

7. In an amended filing, provide correctly worded certifications
required pursuant to Section 302 of the Sarbanes Oxley Act.
Please
refer to the information provided in the instructions to Item 19
of
Form 20-F and Financial Release 33-8238 for the exact wording
needed
in these certifications.  Please contact us at the phone number
listed below if you have any questions.

Engineering Comments

General

8. Insert a small-scale map showing the location and access to
your
property, as required by Instruction 3(B) of Rule 102 of
Regulation
S-K.  Note that SEC`s EDGAR program now accepts digital maps; so
please include these in any future amendments that are filed on
EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet.  For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the engineering staff for our review.

9. You make references to mines and other mineral properties that
exist in the area of your properties, such as on page 15, 19 and
24.
Describe only geology, history or exploration results that are
directly related to the properties that you have the right to
explore
or mine.  Remove all references to mines, adjacent or analogous
properties, deposits, occurrences or exploration activities by
other
companies outside of your properties.

10. Provide to the staff, a written consent from any experts whose
name you cite, and whose work you incorporate into your document.
These consents should concur with the summary of the information
in
the report disclosed, and agree to being named as an expert in
your
filing.  Otherwise, remove the references to individuals or
company
names.

Glossary of Mining Terms, page 4

11. Please note in regards to your first paragraph of this
section,
that only those mineral quantity categories allowed by Commission
rules are allowed to be disclosed in SEC filings.  Disclosure
requirements of foreign governments have no authority to regulate
disclosure in SEC filings.  When justified, Canadian mineral
reserve
and resource categories may be disclosed by Canadian incorporated
companies in SEC filings along with certain additional disclosure.
Remove the first paragraph.

12. Note that neither the SEC or Canadian regulators allow the
usage
of the term "geological resources" in public filings.  Remove the
definition for this term.

13. Until such time as you have need to disclose mineral resource
or
reserve quantities, remove all "mineral resource" and "mineral
reserve" definitions from this section.

Risk Factors, page 9

14. Add a risk factor that addresses that fact that the
probability
of an individual prospect ever having "reserves" (that is being
commercially viable) is extremely remote, in all probability your
properties do not contain any reserves, and any funds spent on
exploration will probably not be recovered.

Business Overview, page 15

15. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a) (4).

16. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.

17. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve

18. In each description of a mineral property, disclose that you
have
no reserves.

19. Expand your disclosure about your exploration plans for your
properties.
* Disclose a brief geological justification for each of your
exploration projects written in non-technical language.
* Disclose a breakdown of your exploration timetable and budget,
including estimated funds that will be required for each
exploration
activity, such as geophysics, geochemistry, surface sampling,
drilling, etc. for each prospect.
* If there is a phased program planned, briefly outline all
phases.
* Or disclose that you have no current detailed plans to conduct
exploration on your property.
* Disclose how the exploration program will be funded.
* Identify who will be conducting any proposed exploration work,
and
discuss what their qualifications are.

20. As a general checklist, when reporting the results of sampling
and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
      Revise your text accordingly.

21. In your description of the Duna Choapa Norte Orebody and La
Barca
Orebody, you refer to acquiring a "non-exclusive option."  Please
disclose what this means.

Property, Plant and Equipment, page 23

22. Most of the information in this section duplicates information
in
earlier sections.  Remove any duplicative disclosure in this
section
or any other section.

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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 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 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 filing or in
response to our comments on your filing.

	You may contact Gary Newberry at (202) 551-3761, or April
Sifford, Branch Chief, at (202) 551-3684 if you have questions
regarding comments on the financial statements and related
matters.
You may contact Roger Baer, Mining Engineer, at (202) 551-3705
with
questions about engineering comments.  Please contact me at (202)
551-3740 with any other questions.

								Sincerely,

								H. Roger Schwall
								Assistant Director

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Ms. Monique van Oord
Linux Gold Corp.
September 16, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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