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      May 31, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (909) 944-6605

Mr. James F. Verhey
Executive Vice President Finance and
   Chief Financial Officer
Kaiser Ventures LLC
3633 E. Inland Empire Blvd.
Suite 480
Ontario, CA  91764

      Re:	Kaiser Ventures LLC
      Form 10-KSB for the year ended December 31, 2004
      Filed April 14, 2005
      File No. 000-33433

Dear Mr. Verhey:

      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.  In our comments, we 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.

Form 10-KSB for the year ended December 31, 2004

Financial Statements and Notes

Note 13, Equity, pages 47-49

1. We note here and on page 64 that the terms of your Class C and
D
units mirror the cash flow incentives provided under the Long-Term
Incentive Plan ("TIP").  Please explain to us why you terminated
the
TIP and subsequently issued your Class C and D units if the terms
remain the same under the current plan.  In addition, tell us why
you
consider these units as well as your Class B units to be equity
securities rather than a contingent liability or compensation.  In
your response, please cite the relevant accounting literature that
supports your accounting.

*  *  *  *

	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.

	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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

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Mr. James F. Verhey
Kaiser Ventures LLC
May 31, 2005
Page 1

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