SecProbe.io

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MAIL STOP 0511

									April  11, 2005

Mr. Vahan Kololian
Chief Executive Officer
Terra Nova Acquisition Corporation
2 Bloor Street West, Suite 3400
Toronto, Ontario
CANADA  M4W 3E2

Re:	Terra Nova Acquisition Corporation
Registration Statement on Form S-1
File No. 333-122439
      Amendment 2 Filed April 4, 2005

Dear Mr. Kololian,

      We have reviewed your filing and have the following
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
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. Prior to the effectiveness of the Company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or a call from the NASD that the NASD has no additional
concerns.

2. Prior to effectiveness, please provide an update with respect
to
those states in which the offering will be conducted.

Proposed Business, page 21
We have not identified a target business or target industry

3. Please include if true, that none of the company`s officers,
directors or promoters, and no other affiliate of the company,
have
had any previous preliminary contact or discussion with any
representative of any other company regarding the possibility of
an
acquisition or merger between the company and such other company.

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 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 Raj Rajan (202) 942-1941 if you have
questions
regarding comments on the financial statements and related
matters.
Questions on other disclosure issues may be directed to John Zitko
at
(202) 824-5532, or  William Underhill, who supervised the review
of
your filing, at (202) 942-2953.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

Cc:  	David Alan Miller
	Fax:  (212) 818-8881

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Terra Nova Acquisition Corporation
April 11, 2005
Page 1

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