SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE

						November 2, 2004

via U.S. mail

Mr. Peter Banysch
President
Western Exploration
8400 East Crescent Pkwy #600
Greenwood Village, Colorado 90111

      Re:  	Western Exploration Inc.
		Form SB-2
		Dated August 11, 2004, as amended October 22, 2004

Dear Mr. Banysch:

      We have reviewed your filing and have the following
comments.
Our review of your filing was limited to the areas identified in
the
comments below.  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.

Auditor`s Report
1. We note your response to prior comment 1 indicating that the
auditors report has been revised.  However, this does not appear
to
be the case.  We did note a change to the auditor`s consent to
indicate the financial statements were audited in accordance with
the
standards of the Public Company Accounting Oversight Board (United
States).  Please revise the auditor`s report on page F-1 to
indicate
that the audit was performed in accordance with Standards of the
Public Accounting Oversight Board (United States).

Financial Statements

General
2. Please revise each page of the financial statements for the six
months ended June 30, 2004 and from inception through June 30,
2004
to indicate that they are unaudited.
3. We note that you inappropriately included a Statement of
Operations for the five months ended December 31, 2003.  Please
revise to remove this statement from your filing.
4. Please remove financial statement footnote disclosures that
relate
to items that were inapplicable during the period covered by your
financial statements.  For example, and without limitation, your
refer to mining property, land, equipment (and related policies
for
depreciation) inventory, and reclamation accruals, yet none of
these
items is reflected in your balance sheets.  As to reclamation
costs,
refer to SFAS 143, which prescribes different accounting treatment
than what you indicate in your policy note would be appropriate.
Please call April Sifford at the phone number indicated below to
discuss this comment before responding to this letter or filing a
further amendment to your filing.

Engineering Comments

Description of Business, page 21
5. In the "Description of Business" sub-section, the market
capacity
for limestone materials in British Columbia is reviewed and a
growth
rate is forecast.  Disclose specific limestone tonnage
consumption,
referencing major industries, with annual purchases to complete
this
marketing evaluation.  Clarify the competitive advantages of your
limestone product. Is your present business plan to be the
"supplier
of last resort"?  Generally, competitive advantages such as
product
quality, shorter transportation distances, timely delivery, and
access to modern loading facilities suggest significant cost
advantages, which may allow entry into a completive marketplace.

Agriculture Project Growth, page 10
6. In the forth paragraph of this section, revise "market program"
to
"market evaluation."

Phase IV, page 12
7. In reference to your discussion of the scoping study, a scoping
study provides a marginal or very preliminary cost evaluation.  A
business plan may be based on these estimates, but does not
increase
the quality of the cost estimate and cannot be substituted for a
preliminary feasibility study or a final feasibility study.
Disclose
the differences between a scoping study, a preliminary feasibility
study and a final feasibility study.  Discuss how these different
studies influence you business plan.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action 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 a 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.

      You may contact April Sifford at (202) 942-2983 if you have
questions regarding the first two comments of this letter.  You
may
contact Roger Baer at (202) 942-2965 if you have questions
regarding
the engineering comments and related matters.  For all other
disclosure questions, please contact Carrie Darling at (202) 942-
2972, or in her absence, you may contact the undersigned at (202)
942-1870.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:	via facsimile
	Gregg E. Jaclin, Esq.
	Anslow & Jaclin, LLP
	(732) 577-1188

      April Sifford
      Roger Baer/George Schuler
      Carrie Darling
      Barry Stem
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Western Exploration
8400 East Crescent Pkwy #600
Greenwood Village, Colorado 90111
page 4

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