SecProbe.io

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		October 6, 2004

via U.S. mail 	via facsimile
Tim Searcy	Conrad Lysiak, Esq.
President and CEO	509.747.1770
Luna Gold Corp.
777 Dunsmuir Street, Suite 1600
Vancouver, British Columbia
Canada V7Y 1K4

	Re:	Luna Gold Corp.
		Form SB-2/A#2
		File No. 333-117893
		Filed September 16, 2004

Dear Mr. Searcy:

We have reviewed your amended filing and have the following
additional comments.  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 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.

Summary of Our Offering, page 5

	Concurrent offering by warrant holders and selling shareholders,
page 5

1. Disclose in this section that the agreement not to sell warrants
or shares pursuant to the concurrent selling shareholder registration
statement (File No. 333-41516) applies only to the 4 directors and
officers and that those selling shareholders in the concurrent
offering that are not your affiliates are under no obligation to
comply with such agreement.

2. Disclose the number of shares of common stock and the percentage
of outstanding shares of common stock that will be sold by (i)
selling shareholders pursuant to the concurrent registration
statement other than the four officers and directors described in
this section; and (ii) all selling shareholders.  Make the
corresponding change to the concurrent selling shareholder
registration statement, i.e., disclose the number and percentage of
outstanding shares of common stock being offered by (i) all selling
shareholders including the 4 directors and officers and (ii) all
selling shareholders other than the 4 directors and officers.

Closing Comments

Please file a revised registration statement in response to these
comments.  Mark the amended materials to show all changes made to the
document, whether in response to our comments or otherwise.  Provide
a cover letter that correlates your responses to our comments.

	No other review of the registration statement has been or will
be made.  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 a company`s
disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.  You are also reminded to consider
applicable requirements regarding distribution of the preliminary
prospectus.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Direct questions to Perry Hindin at (202) 942-2822 or, in his
absence, to the undersigned at (202) 942-1870.  Please send all
correspondence to us at the following ZIP code:  20549-0405.

	Sincerely,

	H. Roger Schwall
	Assistant Director

cc:	Perry Hindin, Esq.

Luna Gold Corp.
October 6, 2004
Page 1

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

       DIVISION OF
CORPORATION FINANCE

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