SecProbe.io

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MADISON EXPLORATIONS INC.
Nevada Incorporated Diamond Exploration Company

[Madison Exploration Logo Appears Here]

November 1, 2005

United States Securities and Exchange Commission
Washington, D.C. 20549

Dear Sirs:

Re:      Madison Explorations, Inc.
         Registration Statement on form 10 SB
         Commission File No. 0-51302

This letter is in reply to the following deficiency letters:
June 09, 2005 - Accounting Comments
June 21, 2005 - Legal comments

Below is an explanation of our  modifications to the original file, based on the
comments you have made. The numbering  system in this letter  corresponds to the
numbering system in your letters to us.

GENERAL

1. PLEASE  REVISE THE  CURRENCY  AMOUNTS  DISCLOSED  THROUGHOUT  THE DOCUMENT TO
PRESENT SUCH AMOUNTS IN US DOLLARS.  ALSO,  PLEASE CLEARLY DISCLOSE THE CURRENCY
USED.

We have presented all currency  amounts in US dollars or US dollar  equivalents.
In circumstances  where management  beleives that disclosing amounts in Canadian
dollars,  would  benefit  the  reader,  the  company  has also  included  the US
equivalent amount in Brackets.

OFF-BALANCE SHEET DISCLOSURES

2. ITEM 303 (C) OF REGULATION S-B REQUIRES A DESCRIPTION  OF  OFF-BALANCE  SHEET
ARRANGEMENTS.  PLEASE REVISE TO INCLUDE THIS  DISCLOSURE,  IF MATERIAL.  We have
disclosed that the Company has no off-balance  sheet  arrangements as defined in
Item 303(c) of Regulation SB.

Madison Explorations Inc.                             Telephone ++1 604 974 0568
525 Seymour Street - Suite 807                      Facsimile   ++1 604 974 0569
Vancouver, Canada - V6B 3H7                          info@madisonexploration.com

<PAGE>

FINANCIAL STATEMENTS
BALANCE SHEET AND STATEMENT OF STOCKHOLDERS' EQUITY

3. PLEASE REVISE TO RE-CLASSIFY  THE AMOUNTS  RELATED TO THE STOCK ISSUANCES FOR
$(55,800) AND $(55,598) FROM  ACCUMULATED  DEFICIT DURING  DEVELOPMENT  STAGE TO
ADDITIONAL PAID IN CAPITAL.

The Company has  re-classified  the amounts  related to the stock  issuances for
$(55,800) and $(58,598) from "Accumulated  deficit during  development stage" to
"Additional paid in capital" on the Consolidated Balance Sheet.

4. SINCE THE  COMPANY IS IN THE  EXPLORATION  STAGE AND HAS NOT  DETERMINED  THE
EXISTENCE OF A COMMERCIALLY  MINABLE DEPOSIT,  AS CONTEMPLATED BY INDUSTRY GUIDE
7, IT DOES NOT APPEAR  APPROPRIATE TO CAPITALIZE THE $1,661 FOR MINERAL  CLAIMS.
PLEASE REVISE ACCORDINGLY.

The Consolidated Financial Statements have been changed to reflect this reality.
The amount that the Company has spent on its mineral claims have been charged to
operations.

NOTE 3 - MINERAL CLAIMS
SCOUT LAKE

5. YOU STATE THAT THE COMPANY MUST SPEND  CERTAIN  AMOUNTS ON  EXPLORATION  WORK
WITHIN 15 AND 24 MONTHS OF "CLOSING".  PLEASE REVISE TO CLARIFY WHETHER "CLOSING
REFERS TO THE DATE OF THE ACQUISITION AGREEMENT, AND PROVIDE THE ACTUAL DATE.

Note 3 has been revised to include the specific  dates.  The Company has changed
the first two paragraphs of the note mentioned  above.  The first two paragraphs
now reads:

"Pursuant to an agreement  consummated on June 16, 2004, the Company acquired an
80%  interest  in  certain  mineral  dispositions  near the Town of Scout  Lake,
Saskatchewan from two third parties.  One of the parties is a key consultant and
advisor to the Company

Under the terms of the  agreement  the  Company  must  spend  Canadian  Adjusted
Dollars ("CAD") $150,000 CAD (approximately $125,000 USD) on exploration work by
October 1, 2005 and an additional  $200,000 CAD (approximately  $166,000 USD) by
August 1,  2006.  The  other  third  parties  will not be  required  to fund any
exploration work on the property until a positive feasibility study is obtained,
after which they will be required to fund their 20% of mine development costs."

On September 1, 2005, the Company signed an amendment to the original agreement.
The  amendment  extends  the dates by which the  Company  must  spend  specified
amounts on exploration and specifically adds two claims to the agreement.  Under
the  terms  of the  amended  agreement  the  Company  must  spend  $150,000  CAD
(approximately  $125,000  USD)  on  exploration  work by May  31,  2006,  and an
addtional $200,000 CAD (approximately $166,000 USD) by May 31, 2007.

<PAGE>

HERBERT ANOMALY

6. YOU STATE THAT THE COMPANY "OPTIONED 20% INTEREST IN MINERAL CLAIMS".  PLEASE
REVISE  YOUR  DISCLOSURE  TO CLARIFY THE MEANING OF THIS  PHRASE.  ALSO,  PLEASE
REVISE TO EXPLAIN THE NATURE OF THE $44, 000 DEPOSIT AND WHY IT IS BEING TREATED
AS A LIABILITY ON THE BALANCE SHEET.

              The Company  has  clarified  the  meaning of the  phrase.  This is
treated as a deferred income item (liability) on the financial  statements to be
recognized when the expenses of the  exploration  occur to match revenues to the
associated  expenses.  We have  indicated  that if Echo  Resources Inc. pays the
$44,000 and funds half of proposed exploration, then it will have thereby earned
a 20% interest in the  property.  However,  it is under no  obligation to do so.
However,  unless Echo Resources Inc.  complies with all requirements to exercise
the option, it will not earn any interest in the Bulls Eye property.

7. PLEASE  REVISE TO CLARIFY IF THE HERBERT  ANOMALY IS THE SAME PROPERTY AS THE
"BULLS EYE TARGET" AS DESCRIBED ON PAGE 14.

The  Herbert  Anomaly  and the "Bulls Eye  Target"  are the same  property.  The
Company  uses the  terms  interchangeably.  The sub  heading  for note 3 and our
disclosure in the Company's  amended 10-SB has been changed to "HERBERT  ANOMALY
(AKA BULLS-EYE TARGET)".

NOTE 4 - RELATED PARTY TRANSACTIONS

8. PLEASE REVISE TO CLARIFY IF THE $15,000  DEMAND NOTE IS IN CANADIAN OR UNITED
STATES DOLLARS.

The sentence now states "On June 25, 2004, two officers executed demand notes at
5% interest for $15,000 in CAD ($12,479 USD) each.

9. PLEASE  REVISE TO CLARIFY THE NUMBER OF $15,000 NOTES THAT WERE ISSUED BY THE
OFFICERS

The sentence now states "On June 25, 2004, two officers executed demand notes at
5% interest for $15,000 in CAD ($12,479 USD) each.

NOTE 6 - INCOME TAXES

10.  PLEASE  REVISE TO  DISCLOSE  THE DATES  THAT THE NET  OPERATING  LOSS CARRY
FORWARDS EXPIRE. REFER TO SFAS 109.

The Company has added the  following  sentence to the last  paragraph of note 6:
"The net non-capital loss carry forward will expire in 2011."

<PAGE>

GENERAL

11. PLEASE NOTE THE UPDATING REQUIREMENTS OF ITEM 310(G) OF REGULATION S-B

We have included interim financial statements for the period ended June 30, 2005
with our amended registration statement.

JUNE 21, 2005 LEGAL COMMENTS

PART I
ITEM 1.  DESCRIPTION OF BUSINESS

1.  DESCRIBE THE SALE OF YOUR 20%  INTEREST IN YOUR BULL'S EYE PROJECT,  SUCH AS
THE PARTIES INVOLVED (E.G. ECHO RESOURCES),  THE SALES PRICE, AND ANY RIGHTS AND
RESPONSBILITIES OF MADISON.  PLEASE FILE ANY AGREEMENTS AS EXHIBITS, SUCH AS THE
JOINT VENTURE AGREEMENT.

The description of the Company's  agreement whereby it granted an option to Echo
Resources  Inc. to earn a 20% interest in the Bulls Eye property is discussed in
Section 1 (pages 3 to 4):  The  option of our Bulls  Eye  property  occurred  on
September  19,  2004.  Pursuant to our  agreement,  we granted an option to Echo
Resources Inc. whereby it may earn a 20% interest in the mineral claim by paying
$44,000  and  funding  50% of the costs of the  exploration  and data  gathering
program on the Bulls Eye property.  The Company shall be responsible for funding
the  remaining  50% of proposed  exploration.  If Echo  Resources  Inc. pays the
$44,000 and funds half of proposed exploration, then it will have thereby earned
a 20% interest in the  property.  However,  it is under no  obligation to do so.
However,  unless Echo Resources Inc.  complies with all requirements to exercise
the option, it will not earn any interest in the Bulls Eye property.

The Company will report to Echo  Resources,  Inc. the results of our efforts and
to keep in good standing our claims on the  property.  In the event we determine
not to proceed with our exploration  and data gathering  program or in the event
we abandon the project, we have agreed to give Echo Resources, Inc. the right of
first  refusal to continue to develop  and exploit the  property.  On August 16,
2005,  the Company  provided  Echo  Resources  Inc.  with an  extension  to this
agreement to permit the  exploration  activities to be funded up to February 28,
2006.

<PAGE>

We have filed the  following as exhibits to the Company's  amended  registration
statement:
-   Option Agreement with Echo Resources Ltd. - Dated September 19, 2004
-   Extension to Option Agreement with Echo Resources Ltd., dated August 16th,
    2006.

2. IDENTIFY SCOUT  RESOURCES INC AS A SUBSIDIARY AND DESCRIBE ITS BUSINESS.  SEE
ITEM 101 OF REGULATION 10 S-B.

Scout Resources Inc., is described in Item I, page 3: We have  incorporated  one
wholly  owned  subsidiary  named Scout  Resources,  Inc. to conduct our Canadian
exploration  activities  and for us to be in  compliance  with  local  law  that
requires  a  domestic   Canadian   corporation  to  conduct  local   exploration
activities.  Both Madison Explorations,  Inc. and Scout Resources,  Inc. will be
sometimes referred to collectively as the "Company."

3. PLEASE INCLUDE THE ADDRESS OF MADISON'S WEBSITE:

Madison's  website is  www.madisonexploration.com  and has been noted in Item I,
Description of Business, (page 3)

ACQUISITION AGREEMENT:

4.  PLEASE  ENSURE  THAT  YOU  HAVE A  MATERIALLY  COMPLETE  DESCRIPTION  OF THE
ACQUISITION  AGREEMENT SO THAT THE RIGHTS AND RESPONSIBILITIES OF EACH PARTY ARE
DISCLOSED.  THE SECOND  PARAGRAPH OF THIS SECTION STATES THAT MADISON WILL ISSUE
SHARES TO DR.  MONTGOMERY AND MR. FU TO PROVIDE THEM WITH AN AMOUNT EQUAL TO 10%
OF MADISON'S  OUTSTANDING  SHARES AS OF JULY 01, 2004.  WHEN IS IT EXPECTED THAT
MADISON  WILL BE  ISSUING  THESE  SHARES?  HOW WILL THE  VALUE OF THE  SHARES BE
DETERMINED UPON ISSUANCE? PLEASE BRIEFLY IDENTIFY MR. FU AND HIS RELATIONSHIP TO
MADISON.  WHEN DID DR.  MONTGOMERY AND MR. FU PURCHASE THE PROPERTY AND HOW MUCH
DID THEY PAY FOR IT. DISCLOSE HOW IT WILL BE DETERMINED WHETHER THE WORK PROGRAM
WILL BE DEEMED  SATISFACTORY (OR  UNSATISFACTORY)  TO THE VENDOR FOR PURPOSES OF
SECTION  3.3.  EXPLAIN  THAT  THE  AGREEMENT   REQUIRES  MADISON  TO  LOAN  MINE
DEVELOPMENT COSTS TO BE BORNE BY DR. MONTGOMERY AND MR. FU.

A detailed review of the acquisition agreement between has been added. (Page 4):
Our  Acquisition  Agreement  with Dr.  Joseph  Montgomery  and  Frankie Fu is to
acquire an 80%  interest in various  properties  in Southern  Saskatchewan.  Dr.
Montgomery and Frankie Fu have a pre-existing personal and business relationship
with each other. With Mr. Fu as the financial  partner,  they acquired the Scout
Lake  Property on April 30, 2002 and title to the  interest in the  property was
vested in the name of Joseph Montgomery.  In addition,  Dr. Montgomery  provides
certain  data  gathering  and  exploration  services  under the name  Montgomery
Consultants Ltd. Dr. Montgomery is the President of Montgomery Consultants Ltd.

We intend to develop the properties  from their present early stage  exploration
through completion of the exploration  phase.  Prior to any further  exploration
decisions,  a mineral deposit must be  appropriately  assessed by us.  Gathering
this data  usually  takes  several  years.  Once the  appropriate  data has been
gathered, we will determine whether and how to proceed. We will use the services
of  Montgomery  Consultants  Ltd.  (related  party) as well as other third party
contractors  to conduct  surveys and  exploration  at the properties to begin to
enable us to determine  whether we can extract and produce  diamonds.  Under the
terms of the Acquisition  Agreement,  we must spend approximately  $120,000US on
exploration work May 31, 2006, and approximately an additional $170,000US by May
31,  2007.  Dr.  Montgomery  and  Frankie  Fu will not be  required  to fund any
exploration work on the property until a positive feasibility study is obtained,
after which they will be required to fund their 20% of mine  development  costs.
We may be  required  to  provide  the  funding of Dr.  Montgomery  and Mr. Fu to
develop the property.

<PAGE>

Under  the  terms of the  Acquisition  Agreement,  we will  issue  shares to Dr.
Montgomery  and  Frankie Fu to  provide  them 10% of the  Company's  outstanding
shares  calculated  as of July 1,  2004.  These  shares  are  issuable  upon the
completion of the initial  required  exploration  work ("work  program") and our
determination  to  continue  developing  any of  the  properties  listed  in the
Acquisition  Agreement.  If it is  determined  after  the work  program  that no
further development will be undertaken,  no shares will be issued. The shares to
be issued by us upon the  completion  of the work  program  and our  decision to
continue  exploration  are not to exceed  12,813,334  shares of common stock. In
determining the terms and conditions of the Acquisition Agreement, we considered
other arms length agreements  entered into between  similarly  situated parties,
both public and  private.  We may take into account the dilution in value of our
then outstanding shares of common stock as compared to our then valuation of the
work program in determining  if we will continue  exploration.  In addition,  we
will  consider the amount of diamond  bearing rock, if any, the discovery of any
other  materials  with a potential  market value and the potential to resell the
property to unrelated  exploration companies predicated upon the perceived value
of the property when developed. As of today, we have made no determination as to
the feasibility of our work program.

We have added an addendum to this agreement:
-   Addendum to Mineral Property Agreement, dated September 01, 2005.

EXPLORATION PROGRAM

5. PLEASE ADVISE ON HOW THE ARRANGEMENTS FOR COMPENSATING MONTGOMERY CONSULTANTS
AND DR.  MONTGOMERY  COMPARE WITH RATES PAID TO UNRELATED PERSONS DOING THE SAME
WORK. FILE ANY CONSULTING AGREEMENTS AS EXHIBITS.

A  discussion  on  the  compensation  of  Montgomery  Consultants  Ltd  and  Dr.
Montgomery, and its comparison of other unrelated parties doing the same work is
noted on page 5:

The Company  intends to use third party service  providers as well as Montgomery
Consultants  Ltd. to perform its  exploration  activities.  The Company  pays an
hourly rate for the field  services of Dr.  Montgomery  and his staff as well as
reimbursement for expenses,  including  equipment,  transportation,  lodging and
meals. In determining the terms and conditions of the  consideration  paid or to
be paid,  we  considered  other arms  length  agreements  entered  into  between
similarly  situated parties,  both public and private,  and have determined that
the payments to Dr. Montgomery and Montgomery Consultants Ltd are on terms equal
to or more  favorable  than  those  that  would  have been  paid to other  third
parties.  Pursuant to oral agreements,  Dr. Montgomery is paid not to exceed the
sum of CAD$400 per day, plus expenses for field days, a value comparable to that
of similar  professionals  with the education and experience of Dr.  Montgomery.
Dr. Montgomery receives no remuneration for services performed as an officer and
director.

6.  BEGINNING IN THE THIRD  PARAGRAPH OF THIS SECTION,  YOU DISCUSS  TAKING SOIL
SAMPLES AND TESTING THEM FOR THE PRESENCE OF A NUMBER OF METALS  SPECIFIED  ONLY
BY THEIR CHEMICAL SYMBOLS. PLEASE INCLUDE THE FULL NAMES OF THESE METALS.

<PAGE>

The names of the  minerals  tested  in our soil  testing  program  have now been
idenfied by their full name on page 6: Palladium,  niobium,  yttrium,  rubidium,
nickel, cobalt, chromium, titanium and magnesium (Pd, Nb,