SecProbe.io

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								December 16, 2005

Ms. Sandra Lim
Chief Financial Officer
Regalito Copper Corp.
Suite 1550 - 625 Howe Street
Vancouver, British Columbia
CANADA  V6C 2T6

	Re:	Regalito Copper Corp.
		Form 20-F for Fiscal Year Ended December 31, 2004
Filed April 13, 2005
		File No. 1-32175

Dear Ms. Lim:

      We have reviewed your filing and have the following
comments.
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
necessary in your explanation.  In some of our comments, 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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2004

Changes in Internal Control Over Financial Reporting, page 71

1. We note that you have reported there have not been any
significant
changes in your internal controls over financial reporting.  The
requirements of Item 15(d) of Form 20-F require that you address
any
change in these controls.  Please revise your statement to address
this requirement in an amended filing.

Item 17 - Financial Statements

2. The Report of Independent Auditors` is not manually signed by
the
auditing firm as required by Regulation S-X 2-02.  Please provide
a
signed report in an amended filing.

Engineering Comments

3. Insert a small-scale map showing the location and access to
your
property, as required by Instruction 3(B) of Rule 102 of
Regulation
S-K.  Note that SEC`s EDGAR program now accepts digital maps; so
please include these in any future amendments that are filed on
EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet.  For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the engineering staff for our review.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies 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
Exchange Act of 1934 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.

	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 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 filing or in
response to our comments on your filing.

	You may contact Gary Newberry at (202) 551- 3761, or April
Sifford, Branch Chief, at (202) 551- 3684 if you have questions
regarding comments on the financial statements and related
matters.
You may contact Roger Baer, Mining Engineer, at (202) 551-3705
with
questions about engineering comments.  Please contact me at (202)
551-3740 with any other questions.

								Sincerely,

								H. Roger Schwall
								Assistant Director

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Ms. Sandra Lim
Regalito Copper Corp.
December 16, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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