SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      September 7, 2005

Via U.S. Mail and Fax
Paul Brock
President
Rochdale Mining Corp.
Unit 321-255 Newport Drive
Port Moody, British Columbia
Canada V3H 5H1

	Re:	Rochdale Mining Corp.
		Form SB-2
		Filed August 10, 2005
		File No. 333-127388

Dear Mr. Brock:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 SB-2
General
1. Please include the checked Rule 415 box on the facing page of
your
registration statement.  See Interpretation D.36 of the Division
of
Corporation Finance Manual of Publicly Available Telephone
Interpretations, found on the web at
http://www.sec.gov/interps/telephone/1997manual.txt.
2. Expand the prospectus to highlight and discuss in more detail
the
following:

* The reasons for not having offering subscriptions deposited into
a
formal escrow account, and the nature and extent of additional
risks
being assumed by subscribers as a result of having subscriptions
held
in an easily accessible bank account in the company`s name;

* The nature and extent of specific expertise and prior "track
record" experience in gold mining activities of the each of the
affiliates, promoters, and "experts" named in the prospectus
including, but not limited to, Messrs. Brock, Brewer, Rambaran,
and
Petrilli;

* The nature and extent of the existing and prior relationships
between each of the affiliates, promoters, and "experts" named in
the
prospectus;

* The nature and extent of the risks that exist as a result of the
company`s intention to explore and develop mining properties, in
which it will have no legal claims, and over which there are no
controlling agreements regarding rights held by current
affiliates,
promoters, or "experts;" and

* The basis for the belief (or lack thereof) that the specific
mining
properties identified in the prospectus may have gold reserves
warranting exploration by the company.  When elaborating on that
basis, ensure that your discussion goes beyond the mere
speculation
that is currently found in the prospectus, instead analyzing why
you
believe commercially viable gold reserves may exist, and citing
sound
geologic evidence to support that belief.

Prospectus Cover Page, page 3
3. Indicate whether you will seek to list or quote the shares on
any
trading market.
4. In you intend to use the prospectus before effectiveness,
please
include the legend required by Item 501(a)(10) of Regulation S-B
and
the corresponding undertakings required by Item 512 of Regulation
S-
B.
5. We note your statement that "our common stock will be sold by
David Rambaran, an officer and director of our company."  Please
revise to clarify that your common stock will be sold on your
behalf
by Mr. Rambaran.  Also disclose that Mr. Rambaran will not receive
any commissions or proceeds from the offering for selling the
shares
on your behalf.

Summary of Our Offering, page 5
6. Please revise the net proceeds to indicate a range of estimated
proceeds, as you disclose on page 10.

Use of Proceeds, page 9
7. Please revise so that the offering expense amounts you disclose
here are consistent with those you disclose on page 46.  For
example,
the two tables appear to state different amounts for the SEC
filing
fee and for accounting expenses.

Plan of Distributions; Terms of the Offering, page 13
8. Clarify whether subscribers have the right to withdraw their
funds
if you successfully sell the minimum amount, but have not yet
terminated the offering.
9. Please state clearly that changes in the material terms of the
offering after the effective date of the registration statement
would
terminate the original offer and subscribers would then be
entitled
to a refund of their money.  Material changes include the
following:

* extension of the offering period beyond the disclosed time
frame;
* change in the offering price;
* change in the minimum sales requirement;
* change in the minimum amount of proceeds;
* change to allow sales to affiliates in order to meet the minimum
sales requirement; and
* change in the application of proceeds.

If the changes above occur, any new offering may be made by means
of
a post-effective amendment.

Business, page 16

Background, page 16
10. Clarify the Crown`s ability to reclaim the mineral rights to
the
land.  For example, if Rochdale Mining determines that mining for
gold would be successful, is the company guaranteed to retain 100%
of
the mining rights for the property after one year if it pays the
CND$100 fee?

Claims, page 18
11. Please revise to identify Mr. Lloyd Brewer`s relationship with
your company.  Disclose whether he is a consultant to your
company.
Discuss whether you have paid Mr. Brewer for consulting services
in
connection with the start-up of your operations, as well as the
extent and nature of those payments.

Physiography, page 20
12. You state on page 21 that a snow pack of 3-5 feet begins to
accumulate in November and lingers until May, and that the
recommended season for initial exploration is from early May to
late
November.  You also have provided specific milestones for your
operations on page 26.  Please revise to discuss how the adverse
weather will affect those milestones.  Disclose whether you
anticipate completing this offering sufficiently early to complete
milestones 1 and 2 before adverse weather begins.  Also, discuss
whether you instead anticipate only completing milestone 1 before
the
onset of winter weather.
History of Previous Work, page 21
13. If known, please disclose the results of previous exploration
on
your property, including whether those exploration efforts failed
to
discover proven or probable reserves on your property.

Our Proposed Exploration Program, page 22
14. Please disclose the person with whom Mr. Rambaran consulted,
including whether that person is an affiliate of your company,
whether you have entered into any agreements with the consultant,
and
the extent of compensation, monetary and non-monetary, to that
individual.
15. You state on page 23 that you intend to try to develop without
assistance any reserves you may discover.  Explain how you intend
to
develop these reserves without assistance.  For example, discuss
how
you would fund such a venture and the costs involved in doing so.

Management`s Discussion and Analysis or Plan of Operation, page 25
16. You state on page 25 that you will be able to stay in business
for one year if you raise $100,000 in this offering, but on page
26
you state that if you raise less than the maximum amount in the
offering, you do not believe the money will last a year.  Please
revise or advise.

Exhibit 5.1
17. Mr. Lysiak states that the "Company`s existence and form is
valid
and legal pursuant to the representation above."  Revise the
opinion
to confirm that counsel has independently verified the company`s
legal existence and form.

*	*	*	*

      As appropriate, please amend your Form SB-2 in response to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please file on EDGAR a cover
letter with your amendment that keys your responses to our
comments
and provides any requested 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.

      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
for
an informed decision.  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 that
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the Company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Derek Swanson, Staff Attorney, at (202)551-
3366, Robert Bartelmes, Senior Financial Analyst, at (202) 551-
3354,
or me at (202) 551-3810 with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

cc:	Conrad Lysiak
	Via Facsimile: (509) 747-1770

??

??

??

??

Paul Brock
Rochdale Mining
September 7, 2005
Page 1

</TEXT>
</DOCUMENT>