SecProbe.io

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January 10, 2005

Via Facsimile and U.S. Mail

Michael J. Smith
Blue Earth Refineries, Inc.
8th Floor, Dina House
Ruttonjee Centre, 11 Duddell Street
Central, Hong Kong SAR, China

      Re:	Blue Earth Refineries, Inc.
      	Amendment No. 2 to Form 20-F filed on December 22, 2004
      	File No. 0-50971

Dear Mr. Smith:

	We have reviewed the revised filing and response letter and
have
the following comments.  Where indicated, we think you should
revise
the 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.

Blue Earth Refineries Inc. financial statements for the year ended
June 30, 2004
Note 8.  Equity Method Investee
1. We note your response to prior comments 4 and 10 and your
revised
disclosure on page 40 of the filing.  FASB Concept 6 defines
assets
as "probable future economic benefits obtained or controlled by a
particular entity as a result of past transactions or events."
Based
on the fact that you are unable to determine when the 36569 Yukon
refinery is going to begin operations, let alone begin recognizing
positive cash flows, and that 4025776 Canada Inc does not have the
resources to repay the debt without the operations of the 36569
Yukon
refinery, it is unclear to us how this asset is not impaired,
either
completely or partially.  Please revise your accounting and/or
provide a discounted cash flow analysis that supports the
recoverability of this asset.

2. Please revise note 8 to state that the principal amount of the
debenture is 4,242,000 Euros.  Also, disclose how you account for
changes in the carrying value caused by exchange rate
fluctuations.

Closing Comments
      As appropriate, please respond to these comments by amending
the filing and submitting a response letter via EDGAR and "tagged"
as
correspondence.  You may wish to provide us with marked copies of
the
amendment to expedite our review.

	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.

      Please direct accounting comments to Tracey Houser at (202)
942-1989 or, in her absence, to Al Pavot at (202) 942-1764 and
direct
questions regarding mining or engineering to George Schuler at
(202)
824-5527.  Direct questions on other disclosure issues to Chris
Edwards at (202) 942-2842.  You may also call the undersigned
Assistant Director at (202) 942-1950, who supervised the review of
your filing.

Sincerely,

Pamela A. Long
Assistant Director

Cc:	Virgil Z. Hlus, Esq.
	Herbert I. Ono, Esq.
Clark, Wilson
Barristers & Solicitors
Suite 800-885 West Georgia Street
      Vancouver, British Columbia, Canada V6C 3H1
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Michael J. Smith
Blue Earth Refineries, Inc.
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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