SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
      							April 20, 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. 3 to Form 20-F Registration Statement
      Filed April 8, 2005
	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.

Taxation
1. We note the revised disclosure that "[t]he tax disclosure...was
based upon the opinion of Kempsity & Company, CPAs, PC."  In
addition, you have filed a consent for Kempisty without a tax
opinion.  Please provide the tax opinion in your exhibit section
in
the next amendment.

Engineering Comment

The Winnemucca Mountain Property

2. Concerning the location map of the Winnemucca property, remove
the
location notations and names of all of the mines from the map
except
for your property.  The location map should only show the general
location of your property in relationship to general geographic
features.

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 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
April 20, 2005
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