SecProbe.io

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October 29, 2004

Mail Stop 0304

via U.S. mail and facsimile

Kenneth G. Townsend, CEO
McNab Creek Gold Corporation
789 West Pender Street, Suite 1220
Vancouver, B.C. V6C 1H2

Re:  McNab Creek Gold Corporation
       Registration Statement on Form 10-SB
       Filed September 16, 2004
       File No. 0-50915

Dear Mr. Townsend:

      We have the following comments on your filing. 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 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.

General
1.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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
filings; staff comments or changes to disclosure in response to
staff
comments in the filings reviewed by the staff 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.
2. It appears that information found in certain sources, but not
in
the Form 10-SB,  and the obvious implications of that information
may
be required in the "Certain Relationships and Related
Transactions"
section of your Form 10-SB, and elsewhere in the registration
statement.  Following are the relevant sources and the
information:
a.  According to Forms S-8 filed June 24 and March 9, 2004, by
Golden
Patriot Corporation, E. L. Hunsaker III, one of the registrant`s
directors, is also a director for Golden Patriot Corporation.
b.  A February 10, 2004 article on the Internet headlined "GPTC:
Acquisition of a Number of Mining Claims" with a Copyright 2004
Comtex News Network, Inc.; and the February 10, 2004 filing of a
Form
8-K, dated January 27, 2004, by Golden Patriot Corporation
indicate
that:
(1).  Golden Patriot Corporation purchased from Scoonover certain
claims, including the SMH property and the Roxy prospect; and
(2).  E. L. Hunsaker III is a director and principal shareholder
of
Scoonover from whom Golden Patriot acquired the net smelter
royalties
in connection with the SMH property and the Roxy prospect.

	Please revise the disclosure or advise supplementally.
3. Insert a small-scale map showing the location and access to
your
property.  Note that SEC`s EDGAR program now accepts digital maps;
so
please include these in any future amendments that are uploaded to
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 staff for our review.
4. Since the cutoff grade concept is important to understanding
the
potential of your mineral properties, disclose a definition for
the
term "cutoff" that illuminates that fact that a cutoff is used to
define a mineral resource that has reasonable prospects for
economic
extraction.  In establishing the cut-off grade, it must
realistically
reflect the location, deposit scale, continuity, assumed mining
method, metallurgical processes, costs and reasonable metal
prices.
E

Cover Page
5. Please include the Commission`s file number.

Item 1.  Description of Business, page 3
6. In the first paragraph of the "Business Development" subsection
on
page 3, you should indicate that you are an exploration stage
company
and that there is no assurance that a commercially viable mineral
deposit exists on any of your properties, and that further
exploration will be required before a final evaluation as to the
economic and legal feasibility is determined.  See Industry Guide
7(a)(4).
7. In the first paragraph of the "Plan of Operation" subsection on
page 5, discuss the phased nature of the exploration process, and
the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration process upon completion of the
previous phase and upon analysis of the results of that phase.
Make
it clear to investors that even if you complete your current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
8. Disclose from whom you acquired each of the claims.  If the
prior
chain of ownership included affiliates of the registrant,
disclose.
9. It is requested that the textual portion be revised to disclose
the transaction with respect to the Eureka County, Nevada
transaction
in which the Company acquired 20 mineral claim units for $3,500.
Please provide all salient issues relating to such transaction. In
addition, a copy of agreement should be filed as an exhibit.
10. With respect to the July 21, 2004 transaction in which the
Company acquired 8 mineral claim units located in Pershing County.
Please disclose in the text the salient issues of this
transaction.
In addition, a copy of the agreement should be filed as exhibit.

Competitive Business Conditions and Our Competitive Position in
the
Industry and Methods of Competition, page 3
11. Clarify which of the assertions in the first five sentences
are
applicable to your claims or properties.

Sources and Availability of Raw Materials and the Names of
Principal
Suppliers,
page 4
12. Disclose the availability of equipment that you will need for
exploration and mining activities.

Patents, Trademarks, Licenses, Franchises, ...., page 4
13. You state in this section:  "Licenses, franchises, concessions
and royalty agreements are not part of our business."  However, in
the registration statement, under "SMH Prospect - Location and
Access" at the bottom of page 9 and the top of page 10, you have
stated:  "Subject to a 2.5% production royalty, the claims were
transferred to McNab Creek Gold Corporation by virtue of a
Quitclaim
Deed executed in January, 2004 by Scoonover Exploration LLC of
Elko,
Nevada."  Please resolve this apparent discrepancy.

Costs and Effects of Compliance with Environmental Laws (federal,
state and local), page 5
14. You have stated that at the  "present time" your costs of
compliance with environmental laws are minimal as you are in the
process of acquiring and doing preliminary exploration activities
only.  Please discuss the costs and effects of compliance with
environmental laws during the next 12 months.  Briefly discuss the
costs and effects of compliance with environmental laws after the
next 12 months, including the mining period.

Plan of Operation, page 5
15. The first paragraph of the "Accessibility and Physiography"
subsection, found on page 11, should provide the disclosures
required
by Industry Guide 7 (b).  In particular, provide:
* The location and means of access to the property,
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
16. The first paragraph of the "History" subsection, found on page
11, cites David Greenan as an author.  Supplementally provide, a
written consent from any experts whose name you cite, and/or whose
work you incorporate into your document.  These consents should
concur with the summary of the information in the report
disclosed,
and agree to being named as an expert in the registration
statement.
17. The subsection addressing the "Regional Setting" and the
following "Geology" subsections, beginning on page12, contain more
detail than is necessary and use technical language which is not
familiar to the average investor.  A non-technical summary written
at
the level of the average investor is more appropriate.  Include in
a
glossary only those geologic or technical terms not understood by
the
average investor that cannot be defined in the text.  Summarize
this
information and otherwise revise it to provide information that
has a
direct bearing on your properties, and make it understandable to
the
average shareholder.  Industry Guide 7, section (b)(5) calls for a
"brief description" of the rock formations and mineralization.
18. The "Mineralization and Geochemistry" subsection on found on
page
14, discloses sample results without describing the sample
methodology.  As a general checklist, when reporting the results
of
sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
Revise your text accordingly.
19. Please disclose, as reported in the audited financial
statements,
that the registrant has incurred operating losses and requires
additional funds to maintain its operations and that these
conditions
raise substantial doubt about the registrant`s ability to continue
as
a going concern.
20. You have stated that it is unlikely that you will need to
raise
additional funds in the next 12 months.  Since you are unable to
state that you will not need to raise additional funds in the next
12
months, disclose whether you have any source or sources of
additional
funds in the event that you need them.
21. Please specify the persons who will make the assessment
whether
to continue exploration and describe the criteria they will
consider
in making their decision.
22. Please advise if the company will pay finder fees to
individuals
in search of properties etc.  If such is the case will finder fees
be
paid to affiliated parties?
23. Please specify your plans if you determine that the results of
the initial exploration of the two sites are not sufficiently
positive to enable you to proceed.

SMH Property - Plan of Operation, page 6
24. Regarding the duration of the first two stages of exploration
of
the SMH property, please be more specific than "in 2004 and 2005."
Please note that your disclosure must describe all anticipated
activities in the 12 months following effectiveness of the
registration statement.  If practical, specify the time during the
next 12 months at which you will make the determination whether to
continue exploration or not.

Roxy Prospect - Plan of Operation, page 6
25. Regarding the duration of your phase one work program for the
Roxy prospect, please be more specific than "in 2004 and 2005."
Please note that your disclosure must describe all anticipated
activities in the 12 months following effectiveness of the
registration statement. If practical, specify the time during the
next 12 months at which you will make the determination whether to
continue exploration or not.

SMH Prospect, page 7
26. Define an "unpatented" claim.
Accessibility and Physiography, page 11
27. Disclose whether, and how, weather could affect the
accessibility
of the properties.

Item 5.  Directors and Executive Officers, Promoters and Control
Persons, page 15
28. Please note our earlier comment regarding indications of other
directorships in public companies by Mr. Hunsaker.  If any were in
effect at the time of the initial filing of this registration
statement, please disclose.

Item 5.  Directors and Executive Officers, page 15
29. As discussed in detail in an earlier comment, we have an
indication that E. L. Hunsaker III, one of your directors, is a
director for Golden Patriot Corporation. This information is not
in
this registration statement.  Please advise supplementally or
revise
the disclosure.
30. As discussed in detail in an earlier comment, we have an
indication that E. L. Hunsaker III is a director and principal
shareholder of Scoonover.  This is the company from which Golden
Patriot acquired the net smelter royalties in connection with the
SMH
property and the Roxy prospect. This information is not in this
registration statement.  Please advise supplementally or revise
the
disclosure.

Item. 6.  Executive Compensation, page 16

31. Please provide information for the past three years in the
Summary Compensation table.
32. Pursuant to Item 402 of Regulation S-B, disclose as executive
compensation any issuances of stock to your CEO that are
ultimately
determined to be compensatory stock.

Item 7.  Certain Relationships and Related Party Transactions,
page
16

33. As required by Item 404 of Regulation S-B, discuss in this
section all related party transactions, including the notes
payable
to a director of registrant.  In addition, please note our earlier
comment, under "General," regarding the possible need for
additional
disclosure in this section.  Your attention is directed to the
disclosure in notes 5 and 7 to the financial statements.  Please
revise the disclosure in the text accordingly.

Item 8.  Description of Securities, page 17
34. We note in your ByLaws that there is an exception to your
statement in this section that cumulative voting in the election
of
directors is not permitted.  Please revise the discl