SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
July 19, 2007

Via U.S. mail and facsimile

Mr. James Briscoe, Chief Executive Officer and President
Liberty Star Uranium & Metals Corp.
3024 E Fort Lowell Road
Tucson, Arizona 85716

Re: Liberty Star Uranium & Metals Corp.
  Registration Statement on Form SB-2
Filed June 25, 2007
  File No. 333-144021

Dear Mr. Briscoe:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document 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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information, we may 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 2

Form SB-2 filed June 25, 2007

General

1. We will issue in a separate letter any comments relating to the confidential treatment
request you submitted.  Depending on the nature of the comments, you may be required to
revise the related disclosure in the prospectus and to refile th e exhibit to reflect any changes
to the request.  We will not be in a pos ition to consider a request for accelerated
effectiveness of the Form SB-2 until all outst anding issues, including any relating to the
request for confidential treat ment, have been resolved.

2. Please provide us, with a view toward disclosu re in the prospectus, with the total dollar
value of the securities  underlying the convertible note that  you have registered for resale
(using the number of underlying se curities that you have register ed for resale and the market
price per share for those securities on the date of the sale of the convertible note).

3. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of the dollar amount of each payment (including the value of any payments to be made in
common stock) in connection with  the transaction that you have made or may be required to
make to any selling shareholder, any affiliate of a selling shareholder, or any person with
whom any selling shareholder has a contractual relationshi p regarding the transaction
(including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments).  Please provide footnote disclosure of the terms of each su ch payment.  Please do not include any
repayment of principal on the conve rtible notes in this disclosure.

 Further, please provide us, with a view toward  disclosure in the prospectus, with disclosure
of the net proceeds to the issuer from the sale  of the convertible notes and the total possible
payments to all selling shareholders and any of their affiliates in the first year following the sale of convertible notes.

4. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of:

• the total possible profit the sel ling shareholders could realize as a result of the conversion
discount for the securities underl ying the convertible note, pr esented in a table with the
following information disclosed separately (in this comment, the reference to “securities underlying the convertible note” means the securities underly ing the note that may be
received by the persons identifie d as selling shareholders):

• the market price per share of the securities underlying the convertible note on the date of
the sale of the convertible note;

• the conversion price per share of the underlying securities on the date of the sale of the
convertible note, calculated as follows:

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 3

- if the conversion price per share is set at  a fixed price, use the price per share
established in the c onvertible note; and

- if the conversion price per sh are is not set at a fixed pr ice and, instead, is set at a
floating rate in relationship to the market  price of the underlying security, use the
conversion discount rate and the market rate per share on the date of the sale of the
convertible note and determine the convers ion price per share as of that date;

• the total possible shares underlying the conve rtible note (assuming no interest payments
and complete conversion thr oughout the term of the note);

• the combined market price of the total numbe r of shares underlying the convertible note,
calculated by using the market price per share on the date of the sale of the convertible
note and the total possible shares underlying the convertible note;

• the total possible shares the selling shar eholders may receive and the combined
conversion price of the total number of shares  underlying the convert ible note calculated
by using the conversion price on the date of the sale of the convertible  note and the total
possible number of shares the selling shareholders may receive; and

• the total possible discount to th e market price as of the date of the sale of the convertible
note, calculated by subtracting the total conversion price on th e date of the sale of the
convertible note from the combined market  price of the total number of shares
underlying the convertible note on that date.

If there are provisions in the conve rtible note that could result in a change in the price per share
upon the occurrence of certain events, please provide additional tabula r disclosure as appropriate.
For example, if the conversion price per share is fixed unless and until the market price falls below
a stated price, at which point the conversion pric e per share drops to a lo wer price, please provide
additional disclosure.

5. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of:

• the total possible profit to be re alized as a result of any conve rsion discounts for securities
underlying any other warrants, options, notes, or ot her securities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders, presented in a table
with the following information disclosed separately:

• market price per share of the underlying securiti es on the date of the sale of that other
security;

• the conversion/exercise price per share as of th e date of the sale of  that other security,
calculated as follows:

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 4

- if the conversion/exercise price per share is  set at a fixed price, use the price per
share on the date of the sale of that other security; and

- if the conversion/exercise price per share is not set at a fixed pri ce and, instead, is set
at a floating rate in relati onship to the market price of  the underlying security, use
the conversion/exercise discount rate and the market rate per share on the date of the
sale of that other security and determine the conversion price per share as of that
date;

• the total possible shares to  be received under the partic ular securities (assuming
complete conversion/exercise);

• the combined market price of the total num ber of underlying shares , calculated by using
the market price per share on the date of the sale of that other security and the total
possible shares to be received;

• the total possible shares to be received and the combined conversion price of the total
number of shares underlying that other securi ty calculated by using the conversion price
on the date of the sale of th at other security and the total possible number of underlying
shares; and

• the total possible discount to th e market price as of the date  of the sale of that other
security, calculated by subtrac ting the total convers ion/exercise price on the date of the
sale of that other security from the comb ined market price of the total number of
underlying shares on that date.

6. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of:

• the gross proceeds paid or payable to the i ssuer in the convertible note transaction;

• all payments that have been made or that may be required to be made by the issuer that are
disclosed in response to comment 2 above;

• the resulting net proceeds to the issuer; and

• the combined total possible pr ofit to be realized as a re sult of any conversion discounts
regarding the securities underl ying the convertible notes and any other warrants, options,
notes, or other securities of th e issuer that are held by the selling shareholders or any
affiliates of the selling shareholders that is disclosed in response to comments 3 and 4
above.

Further, please provide us, with a view toward disc losure in the prospectus, with disclosure – as a
percentage – of the total amount of all possible payments (as disclosed in response to comment 2

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 5

above) and the total possible discoun t to the market price of the shares underlying the convertible
note (as disclosed in response to comment 3 above) divided by the net proceeds to the issuer from
the sale of the convertible notes, as well as the amount of that re sulting percentage  averaged over
the term of the convertible notes.

7. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of all prior securities transactions between th e issuer (or any of its  predecessors) and the
selling shareholders, any affiliates of the selli ng shareholders, or any person with whom any
selling shareholder has a c ontractual relationship regard ing the transaction (or any
predecessors of those persons), with the table including the following information disclosed
separately for each transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transac tion and held by persons other th an the selling shareholders,
affiliates of the company, or affiliates of the selling shareholders;

• the number of shares of the class of securities subject to the tr ansaction that were issued or
issuable in connection with the transaction;

• the percentage of total issued and outstanding securities  that were issued or issuable in the
transaction (assuming full issuance), with the percentage calculated by taking the number of
shares issued and outstanding prior to the appl icable transaction and held by persons other
than the selling shareholders, affiliates of  the company, or affiliates of the selling
shareholders, and dividing that number by the number of shares issued or issuable in
connection with the applicable transaction;

• the market price per share of the class of secu rities subject to the transaction immediately
prior to the transaction (reverse split adjusted, if necessary); and

• the current market price per share of the cla ss of securities subject  to the transaction
(reverse split adjusted, if necessary).

8. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
comparing:

• the number of shares outstanding prior to the convertible note transa ction that are held
by persons other than the selling shareholders , affiliates of the company, and affiliates
of the selling shareholders;

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 6

• the number of shares registered for resale by the selling shareholders or affiliates of the
selling shareholders in prior registration statements;

• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders that continue to be held  by the selling shareholders or affiliates of
the selling shareholders;

• the number of shares that have been sold in  registered resale transactions by the selling
shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale on behalf of the selling shareholders or
affiliates of the selling shareholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not include any
securities underlying any outstanding conve rtible securities, options, or warrants.

9. Please provide us, with a view toward disclo sure in the prospectus , with the following
information:

• whether the issuer has the inte ntion, and a reasonable basis to  believe that it will have
the financial ability, to make all paym ents on the overlying securities; and

• whether – based on information obtained from th e selling shareholders – any of the selling
shareholders have an existing short position in the company’s common stock and, if any of
the selling shareholders have an existing short position in the company’s stock, the
following additional information:

- the date on which each such selling shareholde r entered into that short position; and

- the relationship of the date on which each such selling shareholder entered into that short position to the date of  the announcement of the conve rtible note transaction and
the filing of the registration statement ( e.g., before or after th e announcement of the
convertible note transaction, before the fili ng or after the filing of the registration
statement, etc.).

10. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relatio nships and arrangements that have existed in
the past three years or are to be performed in  the future between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder ha s a contractual relationship regarding the
transaction (or any predecessors of those persons) – the information provided should include, in reasonable detail, a complete desc ription of the rights and obligations of the
parties in connection with the sa le of the convertible notes; and

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 7

• copies of all agreements between the issuer (or any of its predecessors) and the selling
shareholders, any affiliates of the selling shareh olders, or any person with whom any selling
shareholder has a contractual relationship rega rding the transaction (o r any predecessors of
those persons) in connection with the sale of the convertible notes.

If it is your view that such a description of the relationships  and arrangements between and among
those parties already is presente d in the prospectus and that a ll agreements between and/or among
those parties are included as exhibits to the registration statement, please provide us with
confirmation of your view in this regard.

11. Please provide us, with a view toward disclosure  in the prospectus, with a description of the
method by which the company determined the number of shares it seeks to register in connection with this registration statement.  In  this regard, please ensure that the number of
shares registered in the fee table is consistent with the shares listed in the “Selling
Shareholders” section of the prospectus.

12. With respect to the shares to be offered for resale by each selling secu rity holder that i