SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

        December 15, 2009

Winnie Wong Corporate Secretary Rare Element Resources Ltd. 325 Howe St., #410 Vancouver, BC V6C 1Z7
 Re: Rare Element Resources Ltd.
 Form 20-F
  File No. 0-53834
  Filed November 17, 2009

Dear Ms. Wong:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Provide complete responses and, where disc losure has changed, indicate precisely
where in the marked version of the amendment you file we will find your responsive changes.  Similarly, to the extent comments on one section apply to
similar disclosure elsewhere, please make  corresponding revisions to all affected
disclosure.  Further, please provide update d disclosure with each amendment.  This
will minimize the need for us to repeat similar comments.
 2. The Form 20-F registration statement will become automatically effective 60 days from the date you filed it with the Commission.  Upon effectiveness, you will
become subject to the reporting requiremen ts of the Securities Exchange Act of
1934.  As a voluntary filing, you may withdraw the filing so that it does not become

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 2
effective in a deficient form. Please c ontact us if you need to discuss this
alternative.
 3. Please provide updated disclosure with each amendment.  For example, we note various events disclosed in the notes to your financial st atements not disclosed in
the registration statement.
 4. We note your disclosure of the acquisition of the Eden Lake REE Project in the Property, Plants, and Equipment section.  Please update your disc losure to address
the acquisition throughout the filing, includ ing the potential effects on your working
capital position.
 Cover Page

 5. We note that you checked the box indicating that you have been subject to the filing requirements of Section 12 or 15(d) of the Securities Ex change Act of 1934 for the
past ninety days.  Please revise your cover page to indicate th at you have not been
subject to the filing requiremen ts for the past ninety days.
 Introduction, page 3

6. We note your statement referring the reader “to the actual corp orate documents for
more complete information than may be contained in th[e] Registration Statement.”
Please revise or remove any statement im plying that the registration statement is
incomplete.
 Forward-looking Statements, and This Regist ration Statement Contains Forward-looking
Statements…

7. You are not currently subject to the reporting requirements of Exchange Act Sections
13(a) or 15(d). Therefore, the safe harbor the Private Securities Litigation Reform Act
of 1995 provides does not apply.  If you retain these sections, please revise them to eliminate any suggestion that the statements to which you refer are “forward looking
statements” within the meaning of federal securities law.  We refer you to Exchange
Act Section 21E in general and Section 21E(a)(1) in particular.

Risk Factors, page 8

8. Please include a risk factor addressing the potential effects of fluctuations in the
exchange rate given its effect on you in the past.
 REE Exploration Activities, page 15

 9. We suggest that you present this section in chronological order, rather than reverse
chronological orde r, for clarity.

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 3  Internal Control Over Financial Reporting, page 29

 10.  Your statement that your internal controls over financial reporting were effective is inconsistent with the statement that your internal controls “have an inherit weakness.”  Please revise or advise.
 Results of Operations, page 29

 11. We note that parts of your discussion of your results of  operations are prospective
in nature, reflecting anticipated goals for each period and do not re flect a retroactive
analysis of what occurred in the give n period.  Please update your discussion of
your results of operations to reflect what occurred in each period instead of what the
company anticipated it would acco mplish in the following period.

Trend Information, page 35

12. We note that you have provided no informati on under this heading other than to say
that there are no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on your operations or financial condition.
The guidance in Item 5.D of Form 20-F requires that you also address such matters that would cause reported financial inform ation not necessarily to be indicative of
future operating results or  financial condition.
 We ask that you further consider these disc losure requirements.  For example, given
that you report $581 thousand in cash exploration costs in fiscal year 2009, your disclosure on page 13 indicating that you expect to spend $2 million on these types of costs in 2010 suggests that the rela ted activity reported in your 2009 financial
statements is not indicative of your future  operating results or financial condition.
If there are other aspects of your financ ial reporting that you expect will exhibit
material change, these to o should be addressed.
 If you have disclosed such matters elsewhere in your filing, we suggest that you provide a concise summary under this head ing and cross reference the sections
where further details are presented.  Please comply with this requirement.
 Tabular Disclosure of Contractual Obligations, page 35

 13. Provide, in the tabular format prescribed in Item 5.F of the Form 20-F, disclosure of
your contractual obligations.
 Directors, Senior Management, and Employees, page 37

 14. Please eliminate any gaps or ambiguities regarding your officers and directors’
experience for the last five years by indi cating both the month and year that the
individuals served in their previous or current positions.

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 4  15. We note that your Contractor Agreement st ates that Mr. Ranta will devote 60% of
his time to the company.  Please include  the amount of time Mr. Ranta and other
directors and senior management will devote to the company in the event they have
other commitments that would prevent them  from contributing all of their time to
the company.
 Senior Management Compensation, page 42

 16. Identify the private company by name referenced in footnote 2 to the Senior Management Compensation Table.
 17. We note that Ms. Winnie Wong’s compensation is included in the All Other Compensation column of Mr. Mark Brow n’s row in the Senior Management
Compensation Table.  Please include comp ensation paid to Mr. Wong in the row
reflecting the compensation of Ms. Wong or provide an explanation as to why her
compensation should be aggregat ed with that of Mr. Brown.
 Related Party Transactions, page 50

 18. Revise your disclosure to sp ecifically identify the partie s referenced in the related
party transactions.
 Legal/Arbitration Proceedings, page 51

 19. We note your statement that the company is not involved as a plaintiff in any
material proceeding or pending litigation.  Please revise to indicate whether the company is not involved as a defendant in any material proceeding or pending
litigation
 Statement by Experts, page 59

 20. Please provide the address of De Visser Gray LLP.
 Financial Statements

General

21. We note your disclosure in the third pa ragraph on page 3 stating that you had
expended $1.6 million on “acquisition/development.”  Given that you have not established proven or probable reserves, as defined in Industry Guide 7, we ask that
you remove the reference to development.  Pl ease also clarify in the headings of the
financial statements that Rare Elem ent is an exploration stage company.
 Note 15 – Differences Between Canadian and U.S. GAAP, page 85

22. We note your disclosure on page 33, expl aining that under U.S. GAAP, resource

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 5
properties are reviewed for impairment whenever circumstances change which
could indicate that the carrying amount may not be recoverable.
 Given that you report both current-period operating and cash flow losses and have a
history of operating and cash flow losses, we would expect your policy under U.S.
GAAP to require impairment testing at each period-end as long as either of these conditions persists to comply w ith paragraph 8(e) of SFAS 144.

23. We note your disclosure explaining th at under U.S. GAAP, all exploration
expenditures are expensed until an independent feasibility study has determined that the mineral rights are capable of economi c commercial production.  We require
further details about your accounting methodology.  Under U.S. GAAP, the costs of acquiri ng properties and mineral rights are
generally capitalized, although these costs would be subjec t to impairment testing,
following the guidance in SFAS 144 and EITF  04-3.  Under U.S. GAAP it is also
important to distinguish betw een exploration and development costs, and to ensure
correlation of these terms with your reserve findings.   The costs incurred after mineral reserves  have been established are commonly
developmental in nature, when they relate to constructing the infrastructure
necessary to extract the reserves, prepari ng the mine for production, and are on this
basis capitalized.  On the other hand, exploratory costs are those typically
associated with efforts to search for a nd establish mineral reserves, beyond those
already found, and should be expensed as incurred, regardless of whether you have
established reserves on other properties.

Please revise your disclosures under this heading and on page 33 to clarify and tell us of any revisions that you believe woul d be necessary for your accounting under
U.S. GAAP to adhere to this guidanc e.  We expect that you will need to
differentiate between acquisition, ex ploration and development costs.
 Engineering Comments

 General

 24. We note that you refer to or use the terms such as potential mineralization, drill
indicated resources, measured, indicated, or  inferred resources on your website.  As
you may know, for U.S. reporting purposes, m easures of mineral reserves must be
consistent with the definitions set forth in Industry Guide 7.  These generally differ
from measurement systems that guide the estimation of resources.  If you continue
to make references on your web site to reserve measures other than those
recognized by the SEC, please accompany such  disclosure with cautionary language
comparable to the following:

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 6
“Cautionary Note to U.S. Investors - The United States Securities and
Exchange Commission limits disclosu re for U.S. reporting purposes to
mineral deposits that a company can economically and legally extract or
produce.  We use certain terms on this web site, such as “reserves,” “resources,” “geologic resources,” “proven,” “probable,” “measured,” “indicated,” or “inferred,” which may not be consistent with the reserve
definitions established by the SEC.  U.S. investors are urged to consider closely the disclosure in our Form 20-F.  You can review and obtain copies of
these filings from our website at http://www.sec.gov/edgar.shtml
.”

Please indicate the loca tion of this disclaimer in your response.
 REE Exploration Activities, pages 16 & 19

 25. We understand that you are presenting your non-reserve information pursuant to the
guidance in Instruction 3 to paragraph (b ) (5) of Industry Guide 7.  Under these
circumstances, it is important to clearly  distinguish between proven and probable
reserves, which have a clearly defined t echnical, legal, and economic meaning, and
non-reserve mineralization.  If you choose to  present such non-reserve information,
please reposition this information to a separa tely titled section, ha ving disclosure of
your measured and indicated mineral resour ces, apart from your inferred mineral
resources, using separate tables and narra tives.  In presenting this information,
resources should only be reported as an “i n-place” tonnage and grade, not as units
of product, such as ounces of gold or pounds of copper, and not as contained mineral.  The relative quality, reliability, and risk associated with your estimates
should be addressed sufficiently to distinguish each mineral resource category.  Please also include cautionary disclosure – comparable to that suggested above - ,
prominently displayed above each table, clarifying that your mineral resources,
whether measured and indicated or inferre d, while disclosed pursuant to Canadian
requirements, are not recognized terms w ithin the definitions prescribed by the
SEC, and are not reserves.  Please em phasize the uncertainty of whether your
measured and indicated mineral resources wi ll ever be converted into reserves, and
whether your inferred mineral resources will  ever be upgraded into another category
of resources, while specifying the particular  aspects of the reserve definitions which
have not been satisfied for each category of resources.
 26. The cutoff grade is a critical component used to evaluate the potential of the
mineral properties.  Please disclose the assumed commodity prices, operating costs
and recovery parameters used to determine your cutoff grade estimate.  Please show that this calculation demonstrates the cu toff grade or tenor used to define your
mineral resource has reasonable prospects for economic extraction.  In establishing
your cut-off grade, your disclosure must realistically reflect the location, deposit
scale, continuity, assumed mining method, metallurgical processes, costs, and
reasonable metal prices, i.e. based on  a three-year historic average.

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 7  Property History, page 24

 27. We note your use of sample ranges and terms such as the highest REE
concentrations.  When reporting the resu lts of sampling and chemical analyses,
please revise your disclosure to addr ess each of the following regarding
mineralization of existing or potential economic significance on your property:

• Disclose only weighed-average sample analyses associated with a measured
length or a substantial volume.

• Eliminate all analyses from “grab” or “dump” samples, unless the sample is of a substantial and disclosed weight.

• Eliminate all disclosure of the highest or best values/grades of sample sets.
Present a balanced disclosure of the drill and sampling results

• Eliminate grades disclosed as “up to” or “as high as” or “ranging from.”

• Eliminate statements containing gr ade and/or sample-width ranges.

• Aggregated sample values from relate d locations should be aggregated based
on a weighted average of lengths of the samples.

• Generally, use tables to improve read ability of sample and drilling data.

• Soil samples may be disclosed as a weighted average value over an area.

• Refrain from reporting single soil sample values.

• Convert all ppb quantities to ppm  quantities for disc