SecProbe.io

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Mail Stop 4-5
June 10, 2005

via U.S. Mail

Daniel Graves
Chief Financial Officer
Bullion River Gold Corp.
1325 Airmotive Way, Suite 325
Reno, Nevada 89502

Re:	Bullion River Gold Corp.
		Registration Statement on Form SB-2
      Filed May 11, 2005
	File No. 333-124806

	Form 10-KSB for the year ended December 31, 2004
	Filed April 4, 2005
	File No. 333-85414

Form 10-QSB for the quarter ended March 31, 2005
	Filed May 16, 2005

Dear Mr. Graves:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents 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
filings.
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

Summary of Offering, page 5

1. Revise to describe in the prospectus the transactions in which
the
selling shareholders received the warrants and shares of your
common
stock.  This information is required to be included in the
prospectus
under Item 507 of Regulation S-B.

Use of Proceeds, page 10

2. Please disclose your use of the proceeds, if any, upon exercise
of
the warrants.

Selling Stockholders, page 16

3. Is any selling shareholder a registered broker-dealer or
affiliate
of a registered broker-dealer?  If a registered broker-dealer,
please
identify the selling shareholder as an underwriter unless the
securities you are registering on its behalf compensated the
shareholder for investment banking services.  If any selling
shareholder is an affiliate of a registered broker-dealer, please
confirm to us that the shareholder purchased the securities you
are
registering on its behalf in the ordinary course of business, and
that
at the time of the purchase of the securities to be resold, the
shareholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter.  We may have
additional comments.

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

Controls and Procedures

4. In future filings, please revise to cite the correct rules that
define disclosure controls and procedures.  See Rules 13a-15(e)
and
15d-15(e) for additional guidance.
5. This section indicates that "[t]here were no significant
changes in
Bullion River`s internal controls or other factors that could
significantly affect these controls subsequent to the date of
their
evaluation...."  Consistent with the requirements of Item 308(c)
of
Regulation S-B, please confirm supplementally, if true, that there
have not been "any changes," as opposed to "significant changes."
Consult the last paragraph of section II.J. found in Release No.
33-
8238 for additional guidance.
Further, please confirm supplementally, if true, that you
addressed
change(s) that "materially affect, or is reasonably likely to
materially affect," rather than "significantly affect" the
Company`s
internal control over financial reporting.  Also, please confirm
the
same for the Form 10-QSB cited above and ensure to include the
correct
language in all future filings.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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.

	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 staff comments and the declaration of
effectiveness 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 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 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jason Wynn at (202) 551-3756 or the
undersigned
at (202) 551-3685 with any questions.  Direct all correspondence
to
the following ZIP code:  20549-0405.

							Sincerely,

							Tangela S. Richter
							Branch Chief

      cc:  J. Wynn
            T. Richter

            via facsimile
            Dirk Michels
            (415) 249-1001
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Daniel Graves
Bullion River Gold Corp.
June 10, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

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