SecProbe.io

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							May 16, 2005

By U.S. Mail and Facsimile [ (604) 683 - 1585 ]

Mr. Nick DeMare,
  President and Chief Executive Officer
BARADERO RESOURCES LIMITED
#1305 - 1090 West Georgia Street
Vancouver, British Columbia,
Canada V6E 3V7

	Re:	Baradero Resources Limited
Supplemental response letter dated April 25, 2005 regarding the
Annual Report on Form 20-F (fiscal year ended May 31, 2004)
		File No. 0-30920

Dear Mr. DeMare:

	We have reviewed your supplemental response letter to us
dated
April 25, 2005 in response to our letter of comment dated April
18,
2005 and have the following comments.   Where indicated, we think
you
should revise your documents in response to these comments in
future
filings with us.  Please confirm that such comments will be
complied
with.  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.  After reviewing
the
information, we may or may not raise additional comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within five (5) business days of the date of this letter.

	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.

May 16, 2005

Nick DeMare
Baradero Resources Limited
Page 2

FORM 20-F (Fiscal Year Ended May 31, 2004)

Response to Prior Comment 1

1. We have reviewed your response to prior comment 1 and believe
that
SFAS No. 144 does apply notwithstanding you only having operated
in
one "operating" segment.  As these groups represent components of
your entity that comprise operations and cash flows that can be
clearly distinguished, operationally and for financial reporting
purposes, we believe your disposals are within the guidance of
paragraph 41 of SFAS No. 144.   Please also note that paragraph 42
of
SFAS No. 144 requires discontinued operations treatment where both
(a) the operations and cash flows of the component have been
eliminated from the ongoing operations of the entity as a result
of
the disposal transaction and, (b) the entity will not have any
significant continuing involvement in the operations of the
component
after the disposal transaction.  As it appears that the
disposition
of all of your interests in oil and gas properties and leases meet
both criteria, we believe that the appropriate accounting
treatment
for U.S. GAAP purposes, is to present these disposed components as
discontinued operations in the U.S. GAAP reconciliation footnote.
Any remaining corporate operations or non-oil and gas related
operations should continue to be presented within `continuing
operations.`  Please reflect in the May 31, 2005 Annual Report on
Form 20-F, to be filed.  In this regard, the U.S. GAAP
reconciliation
footnote should be revised accordingly to indicate the disposal of
these operations would be accounted for as discontinued operations
under U.S. GAAP and to quantify the effects thereof.  Reference is
also made to SAB Topic 1.D.1 for disclosures required for
complying
with Item 17 of Form 20-F.

2. As a related matter we understand, from your response, that you
believe the discontinued operations guidance in CICA 3475 would
have
applied to these disposals if you had more than one operating
segment.  If our understanding of your response is correct, please
revise your income statement (page F-5) to clearly state that
substantially all revenues and expenses are associated with
discontinued operations.  This may be done by placing a label or
subtitle above the word "Revenue" that states "Discontinued
Operations:".  We consider your current presentation to be
confusing.
Please revise accordingly.

May 16, 2005

Nick DeMare
Baradero Resources Limited
Page 3

Response to Prior Comment 2

3. We have reviewed your response to prior comment 2.  In future
filings, beginning with the May 31, 2005 Annual Report on Form 20-
F,
to be filed, disclose from your supplemental response that: (i)
all
of the petroleum and natural gas activities had been conducted
through CalEx, and that (ii) with impairments of the California
wells
and the sale of the West Ranch Field, CalEx had no assets
remaining
and had approximately CD$205,000 of accounts payable on account of
unpaid drilling expenditures to unrelated parties, and (iii) with
the
abandonment of CalEx, effective at May 31, 2004, the Company was
not
obligated to honor (e.g., repay) the accounts payable liability to
unrelated parties, resulting in a gain on the forgiveness of debt
(for both Canadian and U.S. GAAP purposes).  Explain in the
filing,
why the Company was not obligated to repay the liability amount to
the unrelated parties.  Also, in the U.S. GAAP reconciliation
footnote, please disclose that the gain would be reflected for
U.S.
GAAP purposes within discontinued operations as gain on disposal
(i.e., abandonment) of subsidiary.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	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.

May 16, 2005

Nick DeMare
Baradero Resources Limited
Page 4

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 551-3328, or Ms. Margery Reich, Senior Staff Accountant, at
(202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3211 with any other questions.

      Sincerely,

							David R. Humphrey
							Accounting Branch Chief

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