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Mail Stop 3561

July
6, 2005

Laurence Stephenson, President
Armitage Mining Corp.
#520 - 470 Granville Street
Vancouver,  B.C. Canada  V6C 1V5

RE:  Armitage Mining Corp. ("the company")
        File No. 0-51246
        Amendment No. 1 to Form 10-SB
        Filed May 23, 2005

Dear Mr. Stephenson:

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.  The page references we used refer to the unlined
version
of the amendment filed on EDGAR.

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

In the next amendment, please insure that a red-lined version of
the
amendment is filed on EDGAR.

Employees and Employment Agreements, page 8

We note Mr. Stephenson`s qualifications, but as previously
requested
in the staff`s comment #16 in our letter dated May 17, 2005,
please
clarify if the other officers and directors have direct, prior
experience in performing this type of work.

Plan of Operation, page 10

Please explain "in consultation with his mining colleagues." as
referred to in paragraph four (4).

At the end of the risks that you describe, you make reference to
"our
business plan".  In another appropriate section, please briefly
outline the business plan as contemplated.

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.

You may contact Raj Rajan at (202) 551-3388 if you have any
questions
regarding the financial statements and related matters.  Please
contact Janice McGuirk at (202) 551-3395 with any other questions.

Sincerely,

                                                             John
Reynolds, Assistant Director

Office
of Emerging Growth Companies

VIA Fax  (604) 687-7179

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