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BARADERO                                                        TSX Venture: BRH
RESOURCES LIMITED                                                   OTCBB: BRHAF
#1305 -1090 West Georgia Street,
Vancouver, British Columbia,
Canada, V6E 3V7
Phone: (604) 685-9316, Fax: (604) 683-1585

April 25, 2005

David R. Humphrey
Accounting Branch Chief
US Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         RE:      BARADERO RESOURCES LIMITED (THE "COMPANY")
                  ANNUAL REPORT ON FORM 20-F (FISCAL YEAR ENDED MAY 31, 2004)
                  FILE NO.  0-30920

Dear Mr. Humphrey:

We have  received  and respond to the  comments of the staff in its letter dated
April 18, 2005, as follows:

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
RESULTS OF OPERATIONS: YEAR ENDED MAY 31, 2004 COMPARED TO....MAY 31, 2003, PAGE
21

1.       WE NOTE  YOUR  DISCLOSURE  THAT  YOU NO  LONGER  HAVE  ANY  SIGNIFICANT
         OPERATIONS  DUE TO THE SALE IN MARCH 2004 OF YOUR  WORKING  INTEREST IN
         THE  WEST  RANCH  FIELD,   AND  ALSO  DISCLOSURE   ELSEWHERE  THAT  YOU
         EFFECTIVELY  HAVE NO CURRENT  OPERATIONS  AT FISCAL  YEAR ENDED MAY 31,
         2004,  DUE TO THE  DISPOSAL  OF ALL OF  YOUR  INTEREST  IN OIL  AND GAS
         PROPERTIES AND LEASES.  SUPPLEMENTALLY  EXPLAIN HOW THE  DISPOSITION OF
         YOUR INTEREST IN OIL AND GAS LEASES, THE ABANDONMENT OF YOUR SUBSIDIARY
         AND YOUR CESSATION OF THESE  ACTIVITIES  COMPLIES WITH THE GUIDANCE SET
         FORTH IN SFAS NO. 144, FOR PURPOSES OF U.S. GAAP.

         Response:  Since its inception in 1999, the Company has operated in one
         business,  which was the  exploration  and development of petroleum and
         natural gas prospects in the United States. The Company's business plan
         contemplated that it would identify petroleum and natural gas prospects
         and enter into agreements  with joint venture  partners to share in the
         costs of exploration and development. Over the course of fiscal 2000 to
         fiscal 2003, the Company drilled eight exploration wells in California.
         Ultimately  none of the wells were  economic and the wells were plugged
         and abandoned as dry holes.  These activities  constituted the majority
         of the Company's petroleum and gas exploration activities.  In December
         2002,  the Company  acquired a minor  interest in producing oil and gas
         leases in Texas (the "West Ranch Field"). Although the West Ranch Field
         provided  the Company with  positive  operating  cash flow,  it was not
         significant  and,  in  March  2004,  a  decision  was  made to sell the
         Company's  interest in the West Ranch Field for $89,814,  which was the
         net  carrying  cost  at  the  time  of  disposition,   to  a  party  at
         arm's-length to the Company. At the time of disposition, the West Ranch
         Field represented the Company's sole asset.

                                                                         ...../2

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Mr. David R. Humphrey
April 25, 2005
Page 2

         The Company  believes that SFAS No. 144 is  harmonious  with CICA 3475.
         Accordingly  the  Company's  Canadian GAAP  treatment  conforms with US
         GAAP. The Company does not believe the discontinued operations guidance
         in CICA  3475 and SFAS No.  144  applies  as the  Company  had only one
         operating segment.

2.       WE FURTHER NOTE THAT YOU RECORDED A GAIN OF CDN $204,770 ON THE MAY 31,
         2004 DISPOSAL OF YOUR WHOLLY-OWNED SUBSIDIARY,  CALIFORNIA EXPLORATION,
         INC.("CALEX").  FOR U.S.  GAAP  PURPOSES,  IT IS UNCLEAR HOW A GAIN WAS
         RECORDED FOR LIABILITIES OF CALEX. SUPPLEMENTALLY AND IN DETAIL EXPLAIN
         HOW YOU DISPOSED OF THE ASSETS AND  LIABILITIES OF CALEX.  QUANTIFY AND
         DESCRIBE THE ASSETS AND  LIABILITIES  AT THE DISPOSAL DATE. WE NOTE YOU
         DISCLOSE   IN  MD&A  THAT   CALEX  WAS   ABANDONED,   WHEREAS   ITEM  4
         "ORGANIZATIONAL STRUCTURE",  INDICATES YOU WROTE-OFF YOUR INVESTMENT IN
         CALEX. PLEASE CLARIFY THE MANNER OF DISPOSITION.

         Response:  All of the  petroleum  and natural gas  activities  had been
         conducted  through the Company's  wholly-owned  subsidiary,  California
         Exploration  Inc.  ("CalEx").  With the  impairments  of the California
         wells  and the  sale of the  West  Ranch  Field,  CalEx  had no  assets
         remaining and had approximately $205,000 of accounts payable on account
         of unpaid  drilling  expenditures.  Effective May 31, 2004, the Company
         abandoned CalEx, resulting in a gain of $204,770 as the Company was not
         obligated  to honour  the  accounts  payable  of CalEx.  At the time of
         abandonment  CalEx had no assets and a  liability  of CDN  $204,770  to
         unrelated parties. The costs relating to the accounts payable have been
         previously  capitalized  and then charged to earnings in prior periods,
         therefore the gain is just offsetting the previously recognized loss.

         In  summary,  the only  asset  which was  actually  disposed  of by the
         Company was its interest in the West Ranch Field.  The Company believes
         that the current disclosure  adequately describes the events which took
         place and believes that no further clarification is required.

LIQUIDITY AND CAPITAL RESOURCES, PAGE 23

3.       WE NOTE YOUR DISCLOSURE THAT YOU HELD MARKETABLE  SECURITIES AT MAY 31,
         2004.  IN  FUTURE  FILINGS,  EXPAND  NOTE  11(A)(I)  OF THE  U.S.  GAAP
         RECONCILIATION  AUDITED  FOOTNOTE,  TO DISCLOSE  THE "OTHER  ASSETS" AS
         SHOWN ON THE BALANCE SHEET REPRESENTS YOUR MARKETABLE SECURITIES.

         Response:  Noted. In future filings the Company will expand the US GAAP
         reconciliation  note in the future to disclose  that "Other  Assets" as
         shown  on  the  balance  sheet  represents  the  Company's   marketable
         securities.

OTHER

In connection with responding to the staff  comments,  the Company  acknowledges
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

                                                                         ...../3

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Mr. David R. Humphrey
April 25, 2005
Page 3

         -    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.

Please  contact  the  undersigned  should  you have  any  questions  or  require
additional information.

Yours very truly,

BARADERO RESOURCES LIMITED

Per:     /s/ Nick DeMare

         Nick DeMare
         President

ND:blm

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