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Mail Stop 0407

      March 2, 2005

Sam Hirji
Principal Executive Officer, President
	And Director
Henley Ventures, Inc.
830 West Pender Street, 3rd Floor
Vancouver
British Columbia, Canada
V6C 1J8

	RE:	Henley Ventures Inc.
		Registration Statement on Form SB-2
		Filed February 1, 2005
		333-122449

Dear Mr. Hirji:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree with any of our comments, 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.

Form SB-2

General
1. Please update your financial statements to provide audited
financial statements for the year ended December 31, 2004.
2. In your next amendment, we encourage you to provide us with
three
typeset copies of your registration statement so that we may
verify
the formatting of your prospectus.  For example, it isn`t clear to
us
whether you have set forth the legends on the prospectus cover
page
in all capital letters or whether all capital letters simply
indicates that you have set forth the legends in bold.

Prospectus Cover Page
3. Please do not use defined terms in the forefront of your
prospectus and avoid using them throughout the rest of the
prospectus.  For example, remove the defined terms "(the
`Company`)"
and "Selling Security Holders" from the prospectus cover page.
Avoid
using these defined terms throughout the rest of the prospectus.
Instead, uncapitalize "Selling Security Holders," since you are
using
the term for its common meaning, and use a shortened version of
your
company name.
4. Please limit the information on your cover page to disclosure
required by Item 501 of Regulation S-B or that is otherwise key to
an
investment decision.  In this regard, please remove the reference
to
the par value of your shares and the last paragraph beginning, "We
have not authorized..."
5. Since you disclose your address and phone number in the
prospectus
summary, please remove this information from the cover page.
6. We note your disclosure in the third paragraph that "[b]efore
this
offering, there has been no public market for our common stock and
our common stock is not currently traded on any exchange or
quotation
system."  Please revise to simply state that there is no public
market for your common stock.

Item 3. Summary Information and Risk Factors, page 1

	Henley Ventures Inc., page 1
7. Rewrite this section to state clearly and simply what you do
and
the current state of your business operations.  In this regard,
please consider the following:

* We note your disclosure that you are an "exploration stage
company
. . ."; however, later in the prospectus you state that you are in
the "pre-exploration stage since we have not undertaken sufficient
work on any mineral claims to identify an ore reserve of any
size."
Please revise accordingly;
* Are you focusing on locating specific types of mineral deposits?
Please clarify;
* What is a claim group?  Please clarify this term so that
investors
not familiar with your industry will be able to understand what
you
do;
* Please clarify that you do not own the land you reference.  In
this
regard, please clarify your exact ownership interests.  For
example,
under your description of property section on page 47, you state
that
the HV is recorded in a third party`s name and that even though
you
have a signed bill of sale absolute, you are exposed and might
lose
your interest.  Please clarify your disclosure here and in the
Property section.  Please also consider adding a risk factor to
address this issue; and
* Please relocate your explanations of proven and probable
reserves
to your business section.
8. Please move the paragraph regarding the absence of any revenues
and very limited operations to the forefront of this section and
please also disclose the following in this section:

* Your auditors have expressed substantial doubt about your
ability
to continue as a going concern;
* You currently have two officers that devote an immaterial amount
of
time to your business.  In this regard, disclose that one of your
officers devotes approximately 10 hours per month to your business
and the other officer devotes approximately 5 hours per month;
* Whether you need to raise a set amount of money in the next 12
months to continue in business.  If so, please quantify that
amount;
* Briefly disclose the extent of your exploration programs on the
HV
mineral claim group and your findings as a result of these
exploration programs.  Because your HV mineral claim group is past
the good standing date, please update this disclosure to briefly
disclose what the ramifications are of being past the good
standing
date.

The Offering, page 2
9. Disclose the percentage of your outstanding shares that are
being
offered in this offering.

Risk Factors, page 3
10. Make sure that each risk factor caption reflects the risk that
you discuss in the text.  Do not merely state a fact about the
transaction or your business, such as "Since inception we have not
made a profit . . ." (page 3) and "We will be affected by risk and
hazards often associated with a company . . ." (page 5).
These are only examples.  Revise throughout to succinctly identify
in
your captions the risks that result from the facts and
uncertainties.
Potential investors will be better able to read the risk factor
captions and come away with an understanding of what the risk is
and
the result of the risk as it specifically applies to this
transaction
and your company.
11. Please combine risk factors 17, 22 and 23 and move the risk
factor to the beginning of this section.  In this combined risk
factor, highlight the risks associated with your officers trying
to
develop the company`s fledgling business and manage the reporting
requirements of a public company while only working part-time.
Highlight your officers` lack of past experience in managing a
public
mining company, including no experience as a principal accounting
officer of a public company.  Also, please clarify Terry Heard`s
role
in your company.  In this regard, we note that he is listed as a
director and not an officer.

Being a start-up business we will face all the challenges . . .,
page
3
12. Please revise the caption and the text so that you
specifically
refer to the risks experienced by your company and management
rather
than the risks experienced by a new business in general.  Please
also
note that issuers do not apply list their securities on the OTC
Bulletin Board.  Revise the disclosure to make clear that only
market
makers may apply with the NASD to have a company`s securities
accepted for trading on the OTC Bulletin Board.

Since inception we have not made a profit . . ., page 3
13. Revise to clarify that have had no revenue to date. Reference
to
having had no "profit" could imply that you have had no net profit
but may have had operating revenues.  Also, disclose the date of
inception rather than refer to it generically so the reader can
more
easily evaluate your financial and operating history.  In
addition,
we note your disclosure that you "do not anticipate making a
profit
for a number of years into the future."  Please briefly describe
the
challenges associated with the exploration phase to the time when
you
reasonably can be expected to generate revenue.  If possible,
quantify the number of years it could reasonably be before you are
able to generate any revenue (e.g., more than 5 years, more than
10
years).

Penny stock rules may make buying or selling . . ., page 4
14. The detail you go into in this risk factor regarding the
specific
provisions of the penny stock rules is more appropriate in the
"Description of Securities" section of your prospectus.  It is too
much detail for the risk factors section.  In your risk factor,
you
should discuss the risk only.  In this regard, the risk you convey
is
unclear.  It appears that the risk is that the penny stock rules
may
result in fewer brokers willing to make a market in your shares.
Please revise.

There is no current market for our shares . . ., page 4
If we fail to maintain market makers . . ., page 4
A stockholder may not be able to sell their shares on the terms .
.
., page4
15. Please combine these three risk factors and disclose the
requirements to trade on the OTC Bulletin Board and the
anticipated
timing of your quotation on the OTC Bulletin Board.

If a market develops for our shares . . ., page 4
16. We note your disclosure that "if your shares are traded on the
OTCBB, our share price may be impacted by factors that are
unrelated
or disproportionate to our operating performance."  Please
disclose
that even, if your stock is approved for quotation by a market
maker
through the over-the-counter bulletin board, stocks traded over
this
quotation system are usually thinly traded, highly volatile and
not
followed by analysts.

No matter how much is spent on the HV and Red Bird . . ., page 5
17. Quantify how much you have spent on HV and quantify how much
you
plan on spending on each of HV and Red Bird in the next year.

We will be confronted with various governmental regulations . . .,
page 7
18. Briefly disclose the material laws that could impact your
exploration operations.  Since you intend to focus your operations
in
Canada, specifically discuss Canadian and/or local laws and
regulations that impact the structure and operation of your
business.
How have you structured your operations to comply with Canadian
laws
and regulations?   Please also consider deleting your disclosure
regarding the reclamation bond since it appears that you will not
reach this stage of your business in the foreseeable future.

Our independent accountants are concerned . . ., page 7
19. Please move this risk factor to the forefront of this section
and
delete the excerpt from the auditor`s opinion.  Also, please
quantify
what is meant by the "adequate financing" you will need to proceed
with your business plan and disclose the availability of such
financing.  We note your disclosure regarding the accounts payable
owed to third parties.  Disclose these parties and the amounts
owed.
In this regard, we note that you have outstanding loans from Mr.
Hirji.

Item 5. Determination of Offering Price, page 9
20. Disclose how you valued your common stock in respect of your
private placements and the stock option grant.

Item 6. Dilution, page 9
21. Because shares are being offered by the selling security
holders
under this prospectus, please revise to clarify that the shares
are
being not being offered by Henley Ventures.

Plan of Distribution, page 10
22. Delete your disclosure regarding "statutory disqualification."
Is there a reason your officers and/or directors are relying on
Section 3a4-1 of the Exchange Act?  Are any of your officers
and/or
directors going to be engaged in selling efforts on behalf of
other
selling shareholders?

Item 10. Directors, Executive Officers, Promoters and Control
Persons, page 13
23. Disclose the dates of Mr. Hirji`s involvement with Minera
Cortez
Resources and Falcon Oil.  Briefly disclose the nature of these
companies` business operations and disclose whether these
companies
are development stage businesses.  We note that Minera Cortez
changed
its name and appears to be a wind energy business and Falcon Oil
appears to be a development stage company.  In addition, the
significance and meaning of yoru statement that Mr. Hirji helped
bring Minera Cortez public is unclear.  Please advise or revise.

Significant Employees, page 17
24. Simply state at the beginning of this section that you have no
employees.

Involvement in Certain Legal Proceedings, page 17
25. Either eliminate or substantially reduce this disclosure.  If
your officers and directors have not been involved in any of the
enumerated legal proceedings, then you do not need to list the
types
of proceedings and affirmatively state that they have not been
involved in any of them.

Item 12. Description of Securities, page 20

	Options, page 21
26. We note your disclosure that Mr. Heard`s options expire on
September 15, 2004; however, you disclosed elsewhere that these
options were granted on that date.  Please correct this apparent
discrepancy.

Market Information, page 21
27. Revise the disclosure to make clear that only market makers
may
apply with the NASD to have a company`s securities accepted for
trading on the OTC Bulletin Board.  Disclose the requirements to
trade on the OTC Bulletin Board and the anticipated timing of your
quotation on the OTC Bulletin Board.  Confirm that the company has
identified broker dealers who have expressed an interest in
becoming
market makers in the company`s securities.

Penny Stock Requirements, page 22
28. Because the selling security holders will be offering shares
under this prospectus, please delete or revise your disclosure
that
"[n]o shares are being offered under this Form SB-2" and "[t]here
are
no shares being offered to the public under this prospectus."

Item 16. Description of Business, page 25

      Sources and Availability of Supplies and Raw Materials, page
27
29. Disclose the cost of each of these supplies and materials.
Requirements of Governmental Approvals and Mining Regulations,
page
27
30. Briefly disclose the process of receiving "provincial
approval"
and the status of your efforts to receive this approval.  Also,
revise your disclosure that "Terry Heard is familiar with all
aspects
of government requirements and regulations . . .," as this
statement
appears to be overly broad.

Item 17. Management`s Discussion and Analysis or Plan of
Operation,
page 41

	(A) Plan of Operations, page 41
31. The discussion of your planned operations is vague.  Clearly
discuss your specific plan of operation for the next twelve
months.
See Item 303(a) of regulation S-B.  Provide management`s
assessment
of the likelihood that these plans can be effectively implemented
and
will be successful in eliminating the uncertainty of your ability
to
continue as a going concern.  Clearly identify and discuss those
elements that are particularly significant or critical to
overcoming
your present financial difficulties.   In addition, please revise
your disclosure to include information pertaining to your plans to
address operational needs outlined in the table on page 42.
Please
also include possible or planned sources of financing. Please
clarify
whether you will conduct any exploration activities on the Red
Bird
claim in the next twelve months and clarify whether the amount you
indicate for exploration of the HV claims is necessary now in
order
to continue any further exploration activities.
32. We note your disclosure that "if we cannot raise any money or
only a modest amount of money, there is a possibility our present
and
future shareholders, if any might lose their total investment."
Disclose what you plan to do if financing is not available,
particularly in light of the fact that you have had limited
operations to date.

(B) Analysis of Financial Condition and Results of Operation, page
43

		Accounting and Audit, page 43
33. Please tell us if along with the preparation of the accounting
records the independent b