SecProbe.io

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January 21, 2005
via U.S. mail

Charles G. Preble
President and Chief Executive Officer
Peru Copper Inc.
475 West Georgia Street, Suite 920
Vancouver, British Columbia
CANADA V6B 4M9

Re:  	Peru Copper Inc.
	Form F-1 filed December 22, 2004
 	File No. 333-121527

Dear Mr. Preble:

      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.

Form F-1

General

1. Where comments on a section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
2. We will need time to review all new disclosure, including all
omitted exhibits such as the opinions of counsel.  You can
expedite
the review process by providing all this information and all these
documents promptly.  We may have additional comments.
3. We note that several exhibits required to be filed pursuant to
Item 601 of Regulation S-K were not filed and you have not
indicated
your intention to file such exhibits at a later date.  The omitted
exhibits are, for example, but not limited to, the employment
agreements with your officers, the share option plan described in
the
prospectus, and the  subscription and registration rights
agreements
entered into by  U.S. purchasers of securities who acquired Units
in
October 2004.  Please ensure that you file all required exhibits
with
your next amendment.  See  Item 8 of Form F-1.

4. We note that 78.4 million shares are being offered by the
selling
securityholders and that "selling securityholders holding an
aggregate of 47 million common shares" have agreed to a lock-up
agreement with BMO Nesbitt.  Disclose how many of those shares are
included in the shares registered for resale and, if any are so
included, describe the procedures in place to ensure that those
shares are not sold prior to release by BMO Nesbitt.  Address also
any understandings or arrangements to release any of those shares
prior to October 6, 2006.
5. Please ensure you include the information required by Item 9.D
of
Form 20-F with respect to the selling stockholders in your next
amendment.
6. In your 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 pertaining to
the
high and low exchange rates as of the last practicable date and
for
each month during the previous six months.  See Item 4 of Form F-
1;
Item 3.A.3 (a) and (b) of Form 20-F.

Prospectus Cover Page (inside cover)

7. Please update the status of your application for listing with
the
American Stock Exchange.

8. Please remove the warnings on the inside front cover regarding
the
U.S. and Canadian tax consequences of owning your securities and
the
difficulty of enforcing civil liabilities arising from such
ownership
under the U.S. federal securities laws.  Rather, include this
information in the appropriate section of your risk factors
discussion.

Prospectus Summary, page 1

9. In the first sentence of the Summary, please state that the
company is an exploration company.  In addition, provide
disclosure,
in bold print, that informs investors of the fact that you have no
commercially viable reserves, were incorporated in February 2004,
and
currently own only one option in connection with your exploration
activities.

10. Please remove the second paragraph of the summary as it is
repetitive of disclosure found in the first paragraph and of
disclosure provided in subsequent disclosure at page 30.

11. You disclose that you conducted a diamond drilling program in
2003 and 2004. Please revise to include updated disclosure with
respect to the results of such drilling program and your current
plans for 2005 here and in the Business section of the prospectus.

12. Please consider including in the summary, a  brief description
of
the equity financings you have entered since March 18, 2004
through
the current period.  The summary should:
* include a description of the initial recapitalization
transaction
involving Peru Copper Syndicate Ltd (Cayman);
* include a description of the conversion transactions involving
the
Notes and special warrants that occurred concurrently with your
initial public offering in October 2004; and,
* indicate which of the above referenced securities transactions
are
related to the current offering by the selling shareholders.

Summary Consolidated Financial Data, page 5

13. Please include a line item that delineates the net revenues
for
the periods indicated. See Item 3.A.2 of Form 20-F.

Risk Factors, page 6

14. Currently, the risk factor discussion fails to adequately
convey
the relative materiality of risks in connection with your
operations
and an investment in your company.  For example, under "Risks
Relating to Our Business and Industry," the risk factor titled "We
are an exploration-stage company..." on page 8 and "We currently
depend on a single mineral property..." on page 7 are seemingly
more
relevant to an investor than the risk factors that precede them.
Please prioritize your risk factors by considering the relative
level
of materiality of the risk to your operations and to an investor.

15. Some of your risk factor headings and the risk factor
discussion
that follows, do not clearly delineate the risks involved. For
example, but not limited to, "[A]dditional mining concessions...,"
on
page 6, "We may not be able...," on page 7,  and  "Increases in
taxes
would increase our operating costs...," on page 13.  Please revise
the headings of these risk factors so that they specify the risk
involved and revise the discussion in the risk factor so that you
identify how the risk would materially and/or adversely impact
your
operations.

16. Please add a risk factor that discloses that you have
experienced
losses since your inception.  Also, address, if true, that with no
reserves currently, you expect to continue to experience losses as
you have no revenues from operations that would offset such
losses.

17. Please add a risk factor that addresses your possible
treatment
as a Passive Foreign Investment Company ("PFIC"). Discuss whether
you
believe that you have been or will be assessed by the IRS to be a
passive foreign investment company and the adverse tax
consequences
to your shareholders that could result from this assessment.

18. Add a risk factor that addresses that you are subject to the
"Penny Stock" Rules of the promulgated under Rule 15g-9 of the
Securities Exchange Act of 1934 and that as a result, transactions
in
your stock may be made more cumbersome and may reduce the value of
an
investment in our stock.

19. Add a risk factor that summarizes the risks described in the
section of the prospectus entitled "Limitation On Enforcement Of
Civil Judgments".

We may not be able to access sufficient water..., page 7

20. Clarify the extent to which the supply of water and
electricity
is "limited."  Are there current or anticipate shortfalls in
supply?

The copper supply industry is..., page 7

21. Expand this risk factor to identify the primary jurisdictions
that are conducting investigations into the competitive practices
in
the copper concentrate market.  Also,  ensure that you provide a
more
in-depth discussion of the investigations in the Regulatory
Matters
section of the prospectus.

We are an exploration company..., page 8

22. As indicated in prior comments, given the relative materiality
of
this risk factor, ensure that it is moved to the beginning of the
Risk Factor discussion.  Additionally, remove the mitigating
phrase
in the last sentence in which you state "[i]t is not unusual in
new
mining operations to experience unexpected problems during the
start
up phase ..."  Instead, clearly specify that such problems do
occur
at all stages of operations and indicate the adverse impact to
your
operations that result from such problems.

Our operations are subject to environmental...page 9

23. Please supplement the discussion in this risk factor by
specifying your responsibilities and assumed liabilities under
Section 10.2 of the Toromocho Option Agreement, as amended.  Also,
reference the amount estimated by SVS Ingenieros S.A. as disclosed
on
page 42, in connection with possible remediation amounts.

   We may not be able to ..., page 10

24. If any further developments have occurred with respect to the
request for conciliation, to the extent necessary, please provide
updated disclosure here and in the Business section on page 45.

   Currency fluctuations may..., page 11

25. Disclose that your functional currency is the U.S. dollar.

We will require significant..., page 12

26. Please move the last sentence of this risk factor into a
separate
risk factor that addresses the dilutive impact that results from
future issuances.  Under the heading "Risks Relating to Our Common
Shares and Warrants and the Trading Market", add a separate risk
factor that informs investors of the terms of your Articles of
Incorporation; specifically, the fact that you may issue an
unlimited
amount of common shares and preference shares and the potential
adverse dilutive impact to investors as a result of subsequent
issuances.

   We are subject to the risks..., page 12

27. Expand this risk factor to disclose, as an example of Peru`s
political unrest, the recent uprising by a paramilitary group with
nationalist goals, led by a former Peruvian army officer, in an
attempt to oust Peruvian President Toledo in part for allegedly
"selling out" Peru`s business interests to foreigners.  See, for
example, the Associated Press article dated January 10, 2005,
entitled "Peru`s Interior Minister Resigns".

Use of Proceeds, page 15

28. Please disclose in this section, the estimated net amount of
proceeds, broken down into each principal intended use thereof.
See
Item 4 and Item 3.C of Form 20-F for further guidance.

Capitalization, page 16

29. If there is a material change in the amount of indebtedness or
outstanding securities, update the Capitalization Table so that it
is
of a date no earlier than 60 days prior to the date of the
registration statement.

Recent Share Price History, page 17

31. Disclose when you first became listed on the Toronto Stock
Exchange.  Also, revise this section to provide all of the market
price information (for example, quarterly and, if applicable,
annual
information) with respect to the common shares and warrants
required
by Form 20-F Item 9.A.4.

Exchange Rates, page 18

32. Please update the exchange rate information as of the most
recent
practicable date.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21

Business, page 21
   Results of Operations, page 22

33. Please revise the first sentence so that you clearly indicate
that you have no mineral producing properties and thus, no
revenues
generated from any mineral properties.

34. Discuss the $1million "social fund contribution" listed in
Note
10 to your financial statements.

Nine Months Ended, September 30, 2004
35. It does not appear that any of the expenses for the period
ended
September 30, 2004, were spent on exploration activities.  Please
disclose this fact and provide disclosure in this section that
explains the reasons for the absence of such expenditures during
this
period.
36. We note on page F-5 in the Consolidated Statement of Cash
Flows,
a line item for a processing fee.  Supplementally inform us of
what
this fee consists of.  Additionally, consider disclosing how this
item is related to your current operations and the reason for the
increase from zero in the period ended December 31, 2003 to
$41,337
for the period ended September 30, 2004.

Liquidity and Capital Resources, page 23

37. Please clarify and update the disclosure regarding your past
financing transactions. For example, you reference the "Secondary
Private Placement" of Notes that occurred concurrently with the
recapitalization transaction in April 2004, yet, you do not
explain
what this was.  Revise to explain, as done in the F-pages, that
the
Secondary Private Placement allowed the selling securityholders to
sell their Notes pursuant to the terms of the shareholders`
agreement. Further, update the disclosure to indicate, as done on
page F-13, that you currently have no Notes outstanding because
all
Notes automatically converted into 12,728,570 common shares at the
time of your IPO. Also indicate that the special warrants
initially
issued in March 2004, converted into 4,714,284 warrants, which
remain
outstanding.

38. Please clarify the statement that your ability to "avail
[y]ourself in the future of the financing options mentioned in the
above forward-looking statements are based on currently available
information."  What are the future financing options and forward-
looking statements you are referring to?  Please revise your
disclosure so that you clarify this statement.

39. Your disclosure regarding liquidity does not adequately
address
whether you have made any efforts to secure future financing,
beyond
the 18 month time frame you specify in the disclosure.   Please
state
if you have or have not made any efforts to secure future
financing.
See Item 5.B. of Form 20-F.

   Outlook and Capital Requirements, page 23

40. Please explain the term "validity rights" that appears in the
second paragraph and specify the amount payable by the company in
connection with such rights, by the company.

41. Please clarify that the payments made toward the Social Trust
Fund of Centromin and the Environmental Sanitation Fund of
Centromin
are in addition to the payments you are obligated to pay to
Centromin
in order to maintain the Toromocho Option in good standing.
Additionally, please indicate that should you fail to exercise the
option, Centromin is not obligated to refund amounts previously
paid.

42. Additionally, in the last paragraph in this section, you
reference the two ways in which the company may exercise the
Toromocho option, however, you do not disclose this information.
Please revise so that you briefly disclose the options available
to
you with respect to exercise of the Toromocho option.

Related Party Transactions, page 25

43. Discuss whether each of the transactions is as fair as would
have
been obtained in an arm`s length transaction.

   Business, page 30
      Proposed Exploration and Development Program, page 40
		Phase 1 Work Program, page 40

44. Please update your disclosure in this section. Specifically,
please state how much of the 44,000 meter targeted drilling goal
you
actually completed as of December 2004. In that regard, please
update
the disclosure regarding the necessary environmental permits
required
for further drilling, as disclosed on page 48.

   Legal Proceedings, page 45

45. Supplemen