SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

December 10, 2008
 via U.S. Mail

 James Briscoe President, Chief Executive Officer and Chief Financial Officer Liberty Star Uranium & Metals Corp. P.O. Box 32909 Tucson, Arizona 85751-2909
Re: Liberty Star Uranium & Metals Corp.  Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2008 File No. 0-50071
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 w ill 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 comme nts, we may ask you to provide 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 re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. As to each matter to be submitted to your shareholders, state the vote required for approval or election, other than for the approval of auditors.  See Item 21(a) of Schedule 14A.

James Briscoe
Liberty Star Uranium & Metals Corp.
December 10, 2008 Page 2  Summary of Matters to Be Voted On, page 5

 Proposal 4 – Approval of the 2007 Stock Option Plan, page 6

 2. It appears that you intended  to attach a copy of the 2007 stock option plan as
Schedule 1, but that such schedule was not filed.  Please file such schedule with
your amended preliminary proxy statement.

Directors and Executive Officers, page 6

Other Committees, page 8

3. We note your disclosure that you do not  have nominating or compensation
committees, or committees performing simila r functions.  Please state the basis
for the view of your board of directors th at it is appropriate not to have such
committees and identify each director who participates in the consideration of
director nominees and each director who participates in the consideration of
executive officer and director compen sation.  See Items 407(c)(1) and 407(e)(1)
of Regulation S-K.
 Increase in Authorized Capital to 10,000,000,000 Common Shares, page 14

 4. We note your disclosure that your board of  directors recommends the increase in
the authorized number of common shares so that additional shares will be
available for issuance with respect to th e conversion of promi ssory notes issued
on May 11, 2007 and August 28, 2008.  Please disc lose the number of shares that
are issuable with respect to such promissory notes.

2007 Stock Option Plan, page 15

5. In connection with the pr oposal to approve your 2007 stock option plan, please
provide the information required by Item 10(a)(2) of Schedule 14A with respect
to new plan benefits.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.

James Briscoe
Liberty Star Uranium & Metals Corp. December 10, 2008 Page 3   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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
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
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Laura Nicholson at (202) 551- 3584 or, in her absence, me at (202)
551-3611 with any questions.
  Sincerely,    Anne Nguyen Parker Branch Chief
 cc: L. Nicholson     via facsimile

 Kari Richardson, Esq.  (604) 687-6314