SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
      							January 3, 2005
Via Facsimile and U.S. Mail

Mr. Lawrence Dick
President and CEO
Evolving Gold Corporation
1188 West Georgia St, Suite 1200
Vancouver, British Columbia
Canada  V6E 4A2

Re:	Evolving Gold Corporation
      	Amendment No. 1 to Form 20-F Registration Statement
      Filed November 17, 2004
	File No. 0-50953

Dear Mr. Dick:

      We have reviewed your filing and have the following
comments.
We may have additional comments upon completion of our engineering
review.  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. In your next amendment to the registration statement, include
information as up to date as possible.  We refer you to General
Instruction C(b) of Form 20-F, which states that "[U]nless an item
directs you to provide information as of a specific date or for a
specific period, give the information in a registration statement
as
of a date reasonably close to the date of filing the registration
statement...."  For example, update the information in the high
and
low exchange rates for the previous six months, as well as the
capitalization and indebtedness table.  See Item 3.A.3(b) of Form
20-
F.
Forward-Looking Statements, page 3
2. You state that actual future results and trends may differ
materially from historical results or those projected in a variety
of
factors, including items under the risk factor section.  Please
revise that statement so that it does not suggest that you have
failed to disclose all known material risks in the risk factor
section.

Risk Factors, page 8
3. We note your response that you do not believe that you would be
deemed a Passive Foreign Investment Company (PFIC).  Please
provide
us the reason(s) that you do not believe you would be deemed a
PFIC.
4. Your response to comment 10 states that you do not believe
there
is any conflict of interest between the Company and any of your
officers and directors.  Please tell us, on a supplemental basis,
what measures have been taken for the lack of conflict of interest
between the Company and your officers and directors.  Otherwise,
consider including a risk factor discussion addressing the
potential
conflict of interest between the company some of its officers and
directors who also serve on boards of companies in the same
industry
as you.  For example, if a property or opportunity became
available
for more than one of those companies, how would the common
director
proceed?

The Amount of Capital Necessary to meet all environmental
regulations..., page 8
5. We note your response to comment 12.  However, we fail to see a
discussion or a cross-reference to the specific governmental rules
and regulation, including federal, provincial and local government
rules and regulations, which impact your business activities.
Additionally, include a discussion of environmental regulations,
which impact your operations.  We may have further comments.  See
Item 4.B.8 of Form 20-F.

Item 5. Operating and Financial Review and Prospects, page 18
6. Your response to comment 22 states that all your private
placements occurred in Canada.  Please disclose the specific
exemption that you relied on in the filing.

Closing Information

	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.

   Again, we remind you that the Form 20-F registration statement
becomes effective automatically under the Exchange Act 60 days
after
filing, and the Exchange Act reporting requirements become
operative
at that time.

      Please file an amended registration statement in response to
these comments and provide any requested supplemental information.
In responding to this comment letter, you must comply with Rule
12b-
15 and General Instruction D of Form 20-F, which includes filing
copies of your amended registration statement, which you have
clearly
and accurately marked to reflect the changes that you have made.
You
should include with the amendment a response letter that keys your
responses to our comments and indicates the location of changes
made
in response to our comments.  Also note the location of any
material
changes made for reasons other than in response to our comments.
Supplementally provide six copies of the your amended registration
statement, which you have clearly and accurately marked to reflect
the changes that you have made, to Susan Min.  If you believe
complying with these comments is not appropriate, tell us why in
your
cover letter.  We may have comments after reviewing the amendment
and
your responses.

	Direct any questions regarding engineering comments to Roger
Baer, Mining Engineer, at (202) 942-2965.  Direct all accounting
questions to John Weitzel, at (202) 942-1807, or in her absence,
to
Barry Stem, Senior Assistant Chief Accountant at (202) 942-1919.
Direct all other disclosure issues to Susan Min at (202) 942-1951
or,
in her absence, to the undersigned at (202) 942-1870.  Direct all
correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	via facsimile
	Mr. Steven Taylor
	A.B. Korelin & Associates

	H. R. Schwall
	B. Stem
	J. Weitzel
	S. Min
	R. Baer
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Mr. Lawrence Dick
Evolving Gold Corporation
January 3, 2005
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