SecProbe.io

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 September 19, 2025

Ross Jerrard
Chief Financial Officer
Caledonia Mining Corp Plc
B006 Millais House
Castle Quay
St Helier, Jersey
Channel Islands JE3 3EF

 Re: Caledonia Mining Corp Plc
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed May 16, 2025
 File No. 001-38164
Dear Ross Jerrard:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Adam Chester
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CORRESP
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 filename1.htm

 Division
of Corporation Finance

 U.S.
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 September
17, 2025

 Re:
Caledonia Mining Corp Plc

 Form
20-F for the Fiscal Year ended December 31, 2024

 Filed
May 16, 2025

 File
No. 001-38164

 Dear
Sir

 We
refer to your letter to Mr Ross Jerrard, Chief Financial Officer of Caledonia Mining Corporation Plc ("Caledonia"), dated
September 8, 2025 relating to Caledonia's annual report on Form 20-F for the fiscal year ended December 31, 2024 ("20-F").

 For
your convenience, your comments are included below, and we have numbered our response accordingly.

 Staff
Comment No. 1

 We
note that your table on page 39, showing mineral resources for the Blanket Mine, Bilboes Surface, Maligreen Surface, and Maligreen Underground,
includes summations on the "Grand total" line that were intended to tally inferred volumes with those of other resource categories,
though also appears to have counted twice the quantities for tonnes and contained gold of the measured and indicated resources.

 We
also note that your summation for contained gold associated with the Bilboes indicated resource in the table on page 55 appears to be
incorrect.

 Given
the limited geological evidence underlying estimates of an inferred mineral resource (as defined in Item 1300 of Regulation S-K), which
precludes the application of modifying factors in a manner that would be useful for evaluation of economic viability, we generally do
not find permissible summations of inferred resources with other categories of resources, and therefore believe that you should eliminate
such totals from the tables on pages 39, 49, and 56, consistent with the presentation guidance in Item 1303(b)(3) and Item 1304(d)(1)
of Regulation S-K.

 Caledonia's
Response:

 In
respect of the table on page 39 of the 20-F, we acknowledge that the "Grand total" row in the table was included in error,
and we acknowledge that inferred resources should not generally be added to other categories of resources.

 Registered
Office: Caledonia Mining Corporation Plc

 B006
Millais House, Castle Quay, St Helier, Jersey, Channel Islands, JE2 3EF

 info@caledoniamining.com
| | www.caledoniamining.com

 Directors:
John Kelly (Chairman), Mark Learmonth, Stefan Buys, Nick Clarke, Tariro Gadzikwa, Victor Gapare

 Lesley
Goldwasser, Geralda Wildschutt, Gordon Wylie

 We
further acknowledge that the numbers in the Grand total row in the table on page 39 are indeed erroneous and counted the underlying amounts
twice. This was a clerical error, for which we apologize, but we believe it is evident to readers as such.

 We
will ensure that grand totals adding together inferred resources to other mineral resources are not included in future annual reports
on Form 20-F.

 In
respect of the table on page 55, we acknowledge that the gold content totals for measured and indicated mineral resources at Bilboes
are incorrect. They appear to be historic ore tonnage numbers derived from a previous technical report summary and were included in error.
However, the correct totals are shown in the table on page 39 and in the initial assessment which can be found at exhibit 15.4 to the
20-F. We apologize for the clerical error and believe that the error is evident to readers as such and expect that any investor would
refer to the correct table on page 39 and in the initial assessment. We agree to fix the errors in the table in future annual reports
on Form 20-F.

 The
corrected table on page 55 (showing the corrections in strikethrough and underline) would read as follows:

 Mineral
 Resource Classification
 Orebody
 Tonnes

 Au
 Grade
 Au
 Content

 Mt

 g/t

 Koz

 Measured

 Isabella
 South
 1.325
 2.34
 100

 Isabella
 North
 2.589
 2.68
 223

 Bubi
 1.288
 1.95
 81

 McKays

 0.925
 3.05
 91

 Measured
 Total
 6.128
 2.51
 495 241

 Indicated

 Isabella
 South
 5.211
 2.17
 363

 Isabella
 North
 4.43
 2.31
 329

 Bubi
 14.006
 2.19
 987

 McKays
 3.874
 2.37
 296

 Indicated
 Total
 27.522
 2.26
 1,976 8,475

 Measured
 + Indicated Total
 33.650

 2.30
 2,470 8 ,716

 Staff
Comment No. 2

 Please
expand your disclosures to include a description of the internal controls that are used in your exploration and mineral resource and
reserve estimation efforts, as required by Item 1305 of Regulation S-K.

 Caledonia's
Response:

 In
respect of your request to expand our disclosures to include a description of the internal controls that are used in our exploration
and mineral resource and reserve estimation efforts, as required by Item 1305 of Regulation S-K, the technical reports, as referred to
and exhibited to the 20-F, include details on the methodology and validation of the mineral resource and reserve estimates. We do not
consider the absence of such disclosure in the body of the 20-F to be material and we agree to include expanded summaries of the internal
controls, derived from technical reports, in future 20-Fs.

 Whilst
we hope the above response is sufficient, if you should have any questions regarding this response letter, please do not hesitate to
contact the undersigned at AChester@caledoniamining.com or +44 7797824164.

 Sincerely

 Adam
Chester

 General
Counsel, Company Secretary and Head of Risk and Compliance

 Caledonia
Mining Corporation Plc

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 September 8, 2025

Ross Jerrard
Chief Financial Officer
Caledonia Mining Corp Plc
B006 Millais House
Castle Quay
St Helier, Jersey
Channel Islands JE3 3EF

 Re: Caledonia Mining Corp Plc
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed May 16, 2025
 File No. 001-38164
Dear Ross Jerrard:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year ended December 31, 2024
Property, Plant and Equipment and Exploration and evaluation assets, page 39

1. We note that your table on page 39, showing mineral resources for the
Blanket Mine,
 Bilboes Surface, Maligreen Surface, and Maligreen Underground, includes
 summations on the "Grand total" line that were intended to tally
inferred volumes with
 those of other resource categories, though also appears to have counted
twice the
 quantities for tonnes and contained gold of the measured and indicated
resources.

 We also note that your summation for contained gold associated with the
Bilboes
 indicated resource in the table on page 55 appears to be incorrect.

 Given the limited geological evidence underlying estimates of an
inferred mineral
 resource (as defined in Item 1300 of Regulation S-K), which precludes
the application
 of modifying factors in a manner that would be useful for evaluation of
economic
 September 8, 2025
Page 2

 viability, we generally do not find permissible summations of inferred
resources with
 other categories of resources, and therefore believe that you should
eliminate such
 totals from the tables on pages 39, 49, and 56, consistent with the
presentation
 guidance in Item 1303(b)(3) and Item 1304(d)(1) of Regulation S-K.

2. Please expand your disclosures to include a description of the internal
controls that are
 used in your exploration and mineral resource and reserve estimation
efforts, as
 required by Item 1305 of Regulation S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact John Coleman at 202-551-3610 or Karl Hiller at
202-551-3686 if you
have questions regarding comments.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Adam Chester
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August 20, 2024

VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Request for Acceleration – Caledonia Mining Corporation Plc

    Registration Statement on Form F-3

    (File No. 333-281436)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Caledonia
Mining Corporation Plc (the “Company”), respectfully requests that the Commission accelerate the effectiveness of the above-referenced
Registration Statement on Form F-3 (File No. 333-281436), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern
Time) on August 22, 2024, or as soon thereafter as practicable.

The Company hereby authorizes James Guttman, an attorney with our outside
legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376
with any questions with respect to this request.

  Sincerely,

Caledonia Mining Corporation Plc

/s/ Adam Chester                                   

Adam Chester

General Counsel, Company Secretary and Head of Risk and Compliance

August 19, 2024
Mark Learmonth
Chief Executive Officer
Caledonia Mining Corp Plc
B006 Millais House
Castle Quay
Jersey JE2 3EF
Re:Caledonia Mining Corp Plc
Registration Statement on Form F-3
Filed August 9, 2024
File No. 333-281436
Dear Mark Learmonth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:James Guttman

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May 14, 2021

Via EDGAR

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

    Re:
    Request for Acceleration – Caledonia Mining Corp Plc

    Registration Statement on Form F-3

    (SEC File No. 333-255500)

Ladies and Gentlemen:

Caledonia Mining Corp Plc (the “Company”),
respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3
(File No. 333-255500), and permit said Registration Statement to become effective at 5:00 p.m. (Eastern Time) on May 18, 2021,
or as soon thereafter as practicable.

The Company hereby authorizes James Guttman,
an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact James Guttman of Dorsey
& Whitney LLP at (416) 367-7376 with any questions with respect to this request.

    Sincerely,

    Caledonia Mining Corp Plc

    /s/ Mark Learmonth

    Mark Learmonth

    Chief Financial Officer

cc: James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
May 3, 2021
Mark Learmonth
Chief Financial Officer
Caledonia Mining Corporation Plc
B006 Millais House
Castle Quay
St Helier
Jersey JE2 3EF
Re:Caledonia Mining Corporation Plc
Registration Statement on Form F-3
Filed April 26, 2021
File No. 333-255500
Dear Mr. Learmonth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman, Esq.

United States securities and exchange commission logo
November 4, 2020
Mark Learmonth
Chief Financial Officer
Caledonia Mining Corp Plc
B006 Millais House
Castle Quay
St Helier
Jersey Channel Islands JE3 3EF
Re:Caledonia Mining Corp Plc
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 31, 2020
File No. 001-38164
Dear Mr. Learmonth:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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October 30, 2020

United States Securities and Exchange Commission

Division of Corporation Finance, Office
of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

United States

Attention: Messrs. Coleman and Rodriguez,
Division of Corporate Finance, Office of Energy & Transportation.

    Re:
    Caledonia Mining Corporation Plc

    Form 20-F for the Fiscal Year Ended December 31, 2019

    Filed March 31, 2020

    File No. 000-38164

Dear Messrs. Coleman and Rodriguez,

Below we provide our response to your letter
dated August 17, 2020 regarding the Form 20-F for the Year Ended December 31, 2019 (the “Filing”).
For ease of reference, we have repeated the Staff comments in italicized font type and followed each comment with our response.

“Item 4 - Information
on the Company

D. Property, Plant and
Equipment

Mineral Reserve Calculations,
page 32

 1. Please clarify the reporting date of your mineral reserves and ensure your mineral reserves
correspond to your fiscal year end. In your response please provide an annual reserve reconciliation corresponding to the reserve
number in your February 13, 2018 technical report as referenced in your filing.”

In Table 1 we have reconciled our mineral
reserve estimates on the various dates mentioned in your letter, our Filing and previous filings as relevant. Table 1 represents
the correct mineral reserve estimate as it should have been presented in our Filing.

      Stope tonnes
      Gold content

      Kt
      Oz

    August 31, 2017 (Previous Technical report estimation date – externally verified estimate)
      4,319
      516,991

    Depletion due to production
      (227 )
      (26,343 )

    February 13, 2018 (Previous Technical report publication date of estimation at August 31, 2017 – internally generated estimate)
      4,092
      490,648

    Depletion due to production
      (271 )
      (28,270 )

    Reserve discovery
      982
      60,345

    July 31, 2018 (Mineral reserve estimate reported in the 2018 year end filing - internally generated estimate)
      4,803
      522,723

    Depletion due to production
      (807 )
      (84,925 )

    Reserve discovery
      591
      60,075

    December 31, 2019 (Internally generated estimate)
      4,587
      497,873

Table
1

In our Filing, management erroneously dated
our mineral reserve estimate as August 31, 2017 instead of July 31, 2018 (as disclosed under Item 4D). Management is of the opinion
that the difference of 5,732 ounces between the mineral reserve estimates dated August 31, 2017 and July 31, 2018 is not material.

Table 1 reconciles to an internally generated
mineral reserve estimate as at February 13, 2018, that marked the publication date of the externally verified estimate of the mineral
reserves at August 31, 2017. Further Table 1 reconciles the mineral reserve estimate to December 31, 2019, as requested in your
letter (internal estimate). In our Filing management did not include an internally generated estimate at December 31, 2019, as
a new Technical report (independently verified) was planned to be published during fiscal 2020. It is estimated that the new Technical
report will be made public within 45 days of the date of this letter.

On behalf of the Company,

    /s/ Mark Learmonth

Mark Learmonth

(Chief Financial Officer -Caledonia
Mining Corporation Plc)

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September 30, 2020

United States Securities and
Exchange Commission

Division of Corporation Finance,
Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

United States

Attention: Messrs. Coleman
and Rodriguez, Division of Corporate Finance, Office of Energy & Transportation.

    Re:
    Caledonia Mining Corporation Plc

    Form 20-F for the Fiscal Year Ended December 31, 2019

    Filed March 31, 2020

    File No. 000-38164

Dear Messrs. Coleman and Rodriguez,

We request an extension to our
proposed response date of September 30, 2020 as our geological team is in the process of compiling a new technical report and reconciling
geological data to support our response to you. We believe we will be in a position to provide you with a response by October 31,
2020.

Please contact the undersigned by telephone
at +44 1534 679 800 or by email at marklearmonth@caledoniamining.com should you wish to discuss.

On behalf of the Company,

/s/Mark Learmonth

___________________________

Mark Learmonth

(Chief Financial Officer
– Caledonia Mining Corporation Plc)

Registered
Office: Caledonia Mining Corporation Plc

B006 Millais
House, Castle Quay, St Helier, Jersey, Channel Islands, JE2 3EF

info@caledoniamining.com
| | www.caledoniamining.com

Directors:
Leigh Wilson (Chairman), Steve Curtis, Johan Holtzhausen,

John Kelly,
Mark Learmonth, John McGloin, Nick Clarke

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August 27, 2020

United States Securities and
Exchange Commission

Division of Corporation Finance,
Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

United States

Attention: Messrs. Coleman
and Rodriguez, Division of Corporate Finance, Office of Energy & Transportation.

    Re:
    Caledonia Mining Corporation Plc

    Form 20-F for the Fiscal Year Ended December 31, 2019

    Filed March 31, 2020

    File No. 000-38164

Dear Messrs. Coleman and Rodriguez,

We request an extension to your
proposed response date as we are still in the process of reconciling geological data to support our response. We believe we will
be in a position to provide you with a response by September 30, 2020.

Please contact the undersigned
by telephone at +44 1534 679 800 or by email at marklearmonth@caledoniamining.com should you wish to discuss.

On behalf of the Company,

    /s/ Mark Learmonth

Mark Learmonth

(Chief Financial Officer
– Caledonia Mining Corporation Plc)

Registered
Office: Caledonia Mining Corporation Plc

B006
Millais House, Castle Quay, St Helier, Jersey, Channel Islands, JE2 3EF

info@caledoniamining.com
| | www.caledoniamining.com

Directors:
Leigh Wilson (Chairman), Steve Curtis, Johan Holtzhausen,

John
Kelly, Mark Learmonth, John McGloin, Nick Clarke

United States securities and exchange commission logo
August 17, 2020
Mark Learmonth
Chief Financial Officer
Caledonia Mining Corp Plc
B006 Millais House
Castle Quay
St Helier
Jersey Channel Islands JE3 3EF
Re:Caledonia Mining Corp Plc
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 31, 2020
File No. 001-38164
Dear Mr. Learmonth:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2019 filed March 31, 2020
Item 4 - Information on the Company
D. Property, Plant and Equipment
Mineral Reserve Calculations, page 32
1.Please clarify the reporting date of your mineral reserves and ensure your mineral reserves
correspond to your fiscal year end.  In your response please provide an annual reserve
reconciliation corresponding to the reserve number in your February 13, 2018 technical
report as referenced in your filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMark Learmonth
 Comapany NameCaledonia Mining Corp Plc
 August 17, 2020 Page 2
 FirstName LastName
Mark Learmonth
Caledonia Mining Corp Plc
August 17, 2020
Page 2
            You may contact John Coleman at 202-551-3610 or Gus Rodriguez at 202-551-3752 if
you have questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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May 31, 2018

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Caldeonia Mining Corporation Plc – Request for Acceleration

    Registration Statement on Form F-3

    Filed on May 9, 2018

    File No. 333-224784

Ladies and Gentlemen:

Caledonia Mining Corporation Plc (“Caledonia”),
hereby respectfully requests that the United States Securities and Exchange Commission accelerate the effectiveness of the above-referenced
Registration Statement on Form F-3 (No. 333-224784) and to permit said Registration Statement to become effective by no later than
5:00 p.m. Eastern Time on June 5, 2018.

Caledonia hereby authorizes Richard Raymer,
an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact Richard Raymer of Dorsey
& Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Very truly yours,

    By:
    /s/ Steve Curtis

    Name:
    Steve Curtis

    Title:
    CEO

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May 31, 2018

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Caldeonia Mining Corporation Plc – Request for Acceleration

    Registration Statement on Form F-3

    Filed on May 9, 2018

    File No. 333-224784

Ladies and Gentlemen:

Caledonia Mining Corporation Plc (“Caledonia”),
hereby respectfully requests that the United States Securities and Exchange Commission accelerate the effectiveness of the above-referenced
Registration Statement on Form F-3 (No. 333-224784) and to permit said Registration Statement to become effective by no later than
5:00 p.m. Eastern Time on June 5, 2017.

Caledonia hereby authorizes Richard Raymer,
an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact Richard Raymer of Dorsey
& Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Very truly yours,

    By:
    /s/ Steve Curtis

    Name:
    Steve Curtis

    Title:
    CEO

Mail Stop: 3561
May 21 , 2018

Via E -mail
Steven Curtis
Chief Executive  Officer
Caledonia Mining Corporation PLC
3rd Floor , Weighbridge House
Weighbridge , St Helier
Jersey JE2 3NF
Channel Islands

Re: Caledonia Mining Corporation PLC
Registration Statement on Form F -3
Filed May 9 , 2018
  File No. 333 -224784

Dear Mr . Curtis :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Ruairi J. Regan, Staff Attorney,  at (202) 551 -3269  with any questions.

        Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
        Assistant Director
Office of Beverages,
Apparel and Mining

cc:  Richard Raymer , Esq.
 Dorsey & Whitney LLP

Mail Stop 3561
  February 9 , 2018

Via E -mail
Mr. Mark Learmonth
Chief Financial  Officer
Caledonia Mining Corporation Plc
3rd Floor, Weighbridge House
Weighbridge , St Helier
Jersey, Channel Islands,  JE2 3NF

Re: Caledonia Mining Corporation Plc
 Form 20-F for the Year Ended  December 31, 2016
Filed March 30, 2017
File No. 000 -13345

Dear Mr. Learmonth :

We have comp leted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

 Sincerely,

 /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages,  Apparel and
Mining

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January 24, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention:  Mr. Craig Arakawa, Accounting Branch Chief
Office of Beverages, Apparel and Mining.

    Re:
    Mail Stop 3561, Caledonia Mining Corporation Plc

    Form 20-F for the Year Ended December 31, 2016

    Filed March 30, 2017

    File No. 000-13345

Dear Mr. Arakawa:

Below we provide our response to your letter dated December
8, 2017 regarding the Form 20-F for the Year Ended December 31, 2016 (the “Filing”). For ease of reference,
we have repeated the Staff comments in italicized font type and followed each comment with our response.

Response:

Form 20-F for the Year Ended December 31, 2016

Item 4 - Information on the Company

B. Business Overview

Mineral Reserves – December 31, 2016, page
23

1. We note your disclosure on page 23 stating Blanket Mine has reported a conversion of resources
to reserves of 106% for the year. Please clarify your disclosure by telling us the percentage of total resources present at the
beginning of the year that were converted to reserves and separately, the percentage of any additional resources discovered during
the year, such that the total is 106% as stated in the filing. Please clarify the methodology used to calculate your conversion
of resources.

The method of calculation of the conversion of resources
as requested differs from the method used by Caledonia Mining Corporation Plc (“the Company”) in that the requested
method expresses the conversion rate relative to the total resource while the Company’s method expresses the success rate
of the conversion relative to the reduction in tonnage of the remaining inferred resources subsequent to the removal of the upgraded
blocks. Table 1 presents the requested method and Table 2 presents the methodology followed by the Company.

Head Office:
Caledonia Mining Corporation Plc

3rd
floor, Weighbridge House, Weighbridge, St Helier, Jersey, Channel Islands, JE2 3NF

info@caledoniamining.com
| www.caledoniamining.com

Directors: Leigh
Wilson (Chairman), Steve Curtis,

Johan Holtzhausen,
Mark Learmonth, John Kelly, John McGloin

      1

    Table 1  Resource conversion calculation – (requested method)

    Item
    Tonnes
    Ref

    Total resources as at 31 December 2015
    7,339,000
    A

    Tonnage of inferred resources upgraded
    622,000
    C

    Upgrade as a percentage of total resource
    8.5%
    =C/A

    Net new/additional indicated and measured resources added during 2016
    88,000
    D

    Percentage of total resource
    1.2%
    =D/A

    Combined upgraded and new resources
    710,000
    =C+D

    Percentage of total resource
    10%
    =(C+D)/A

Management proposes the following expanded disclosure to Item 4 Information
on the Company, B. Business Overview in our future filings.

“Blanket Mine has reported a conversion of inferred
resources to indicated and measured resources that are included in the life-of-mine plan with a success rate of 106% for the Year.
While Blanket Mine has recorded a conversion of inferred resources to measured and indicated resources of approximately 100% over
the past 10 years, this high rate of conversion cannot be assumed to occur in future.”

In addition to the above, management proposes to include a table similar to
Table 2 disclosing the extent to which inferred resources have been converted.

    Table 2  Resource conversion calculation – (Company method)

    Item
    Tonnes
    Ref

    Total inferred resources as at 31 December 2015
    2,592,000
    A

    Initial tonnage of the  inferred resource blocks upgraded
    667,000
    B

    Tonnage upgraded to indicated and measured resources
    622,000
    C

    Percentage of initial tonnage of inferred resource blocks
    93%
    =C/B

    Net new/additional indicated/measured resources added during 2016
    88,000
    D

    Percentage of initial tonnage of inferred resource blocks
    13%
    =D/B

    Combined upgraded resources
    710,000
    =C+D

    Percentage of initial tonnage of inferred resource blocks
    106%
    =(C+D)/B

      2

Financial Statements

Notes to the Consolidated Financial Statements

3. Use of estimates and judgements

(a) Judgements, assumptions and estimation uncertainties

i) Depreciation of Property, plant and equipment, page F-7

    2.
    We note your disclosure under this heading identifies depletion and the determination of
    mineral reserves and the portion of mineral resources expected to be extracted economically as a significant accounting judgment
    and estimate. Please expand your disclosure to explain the nature of the judgements and estimates made by management in determining
    the useful lives and depletion of your mineral properties providing details sufficient to understand the underlying assumptions
    used and other uncertainties related to the application and determination of your accounting policy. Please refer to paragraphs
    122 through 133 of IAS 1.

Management proposes the following expanded disclosure
to section (a) i) Depreciation of Property, plant and equipment – page F-7 in our future filings.

“The Group estimates its reserves (proven and probable)
and resources (measured, indicated and inferred) based on information compiled by a Qualified Person in terms of the Canadian National
Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) relating to geological and technical
data of the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis
requires geological and engineering judgements to interpret the data. These judgements include:

· correlation between drill-holes intersections where multiple reefs are intersected;

· continuity of mineralization between drill-hole intersections within recognized reefs; and

· appropriateness of the planned mining methods.

The Group estimates and reports reserves and resources
in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition
Standards for Mineral Resources and Mineral Reserves. Complying with the CIM code NI 43-101 requires the use of reasonable
assumptions to calculate the recoverable resources. These estimates include:

    ·
    the gold price based on current market price and the Group’s assessment of future prices;

    ·
    estimated future on-mine costs, sustaining and non-sustaining capital expenditures;

    ·
    future non-sustaining capital investment;

    ·
    cut-off grade;

    ·
    dimensions and extent, determined both from drilling and mine development, of ore bodies; and

    ·
    planned future production from measured, indicated and inferred resources.”

      3

4. Significant Accounting Policies

(e) Property, Plant and Equipment

(iv) Depreciation, page F-14

    3.
    Please disclose in greater detail the type(s) of resources (measured, indicated and/or
    inferred) included in your depletion policy, how you determine the portion of resources included and your history of economic
    recovery of such resources.

Management proposes the following expanded disclosure
to section (e) Property, plant and equipment, iv) Depreciation – page F-14 in our future filings.

“On commencement of commercial production, depreciation
of mine development, infrastructure and other assets is calculated on the unit-of-production method using the estimated measured,
indicated and inferred resources which are planned to be extracted in terms of Blanket’s life-of-mine plan (“LoMP”).
Resources that are not included in the LoMP are not included in the calculation of depreciation.

Inferred resources are included in the LoMP to the extent
that there is a successful history of upgrading inferred resources. Blanket reports its resources inclusive of reserves. As a result,
resources included in the LoMP and hence in the calculation of depreciation include material from measured, indicated and inferred
resource classes as detailed below under the following types of resources:

· Measured resources – all proven reserve blocks plus 50% of the remnant pillar blocks.

· Indicated resources – all probable reserves plus indicated resources which occur within the
mine extent as defined by the LoMP infrastructure.

· Inferred resources – inferred resources (discounted by approximately 30%) that are well defined
in terms of geometry (position, width, extent) falling within the planned infrastructure as per the LoMP.

Inferred resources are included in the LoMP if it is expected
that the inferred resources can be economically recovered in the future. Economic recovery is expected if a history can be proven
that the recovered grade of the inferred resources exceeded the pay limit grade and when this trend can be expected in the future.
Refer to note 13 for the evaluation of the pay limit”

Management proposes to add the following to note 13 of
the consolidated financial statements in future filings.

“Economic recovery

Economic recovery of inferred resources is demonstrated
by the achieved recovered grade relative to the mine’s pay limit for the period 2006 to 2015. The pay limit has ranged from
2.3 g/t in 2008 to 1.9 g/t in 2014 while the recovered grade has ranged from 4.0 g/t to 3.3 g/t over the period. All-in-sustaining-cost
has remained consistently below the gold price received over this period resulting in economic recovery of the inferred resources.”

      4

Closing Comments

The Company acknowledges that it is responsible for the
adequacy and accuracy of the disclosure in the Filing, Staff comments or changes to disclosure in response to Staff comments 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.

*	       *       	*

We are available to discuss any of the foregoing at your
convenience. Please contact either the undersigned by telephone at +44 1534 679 800 or by email at marklearmonth@caledoniamining.com
should you wish to so discuss.

Sincerely,

THE COMPANY

/s/ Mark Learmonth

Mark Learmonth

(Chief Financial Officer)

5

CORRESP
1
filename1.htm

December 13, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention: Mr. Craig Arakawa, Accounting
Branch Chief Office of Beverages, Apparel and Mining.

Re:  Mail Stop 3561,

    Caledonia Mining
Corporation Plc (“the Company”)

    Form 20-F for the
Year Ended December 31, 2016

    Filed March 30,
2017

    File No. 000-13345

Dear Mr. Arakawa,

We acknowledge receipt of your letter dated
December 8, 2017 regarding the Form 20-F for the Year Ended December 31, 2016. Due to the extended summer and Christmas
holiday period in South Africa and Zimbabwe, certain members of our staff and external consultants who are needed to formulate
a response to your letter, have taken leave. We therefore request to submit our response by latest January 26, 2018.

Please contact the undersigned by telephone
at +44 1534 679 800 or by email at marklearmonth@caledoniamining.com should you wish to so discuss.

On behalf of the Company,

/s/Mark Learmonth

Mark Learmonth

(Chief Financial Officer)

Mail Stop 3561
  December 8 , 2017

Via E -mail
Mr. Mark Learmonth
Chief Financial  Officer
Caledonia Mining Corporation Plc
3rd Floor, Weighbridge House
Weighbridge , St Helier
Jersey, Channel Islands,  JE2 3NF

Re: Caledonia Mining Corporation Plc
 Form 20-F for the Year Ended  December 31, 2016
Response dated November 20 , 2017
File No. 000 -13345

Dear Mr. Learmonth :

We have reviewed  your November 20 , 2017  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to the comment  within ten busines s days by provi ding the r equested
information or advise  us as soon as possible  when you wil l respond .  If you do not believe our
comment  applies  to your facts a nd circumstances, please tell us why in your response.

After reviewing you r response to the comment , we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our October 11 ,
2017  letter .

Form 20 -F for the Year Ended December 31, 2016

Item 4 - Information on the Company
B. Business Overview
Mineral Reserves – December 31, 2016, page 23

1. We note your disclosure on page 23 stating Blanket Mine has reported a conversion of
resources to reserves of 106% for the year.  Please clarify your disclosure by telling us
the percentage of total resources present at the beginning of the year that were converted
to reserves and separately, the percentage of any additional resources discovered during
the year, such that the total i s 106% as stated in the filing.  Please clarify the
methodology used to calculate your convers ion of resources.

Mr. Mark Learmonth
 Caledonia Mining Corporation, Plc
 December 8 , 2017
 Page 2

 Financial Statements

Notes to the Consolidated Financial Statements
3.  Use of estimates and judgements
(a) Judgements, assumptions and estimation uncertainties
i) Depreciation of Property, plant and equipment , page F -7

2. We note your disclosure under this heading  identifies depletion and the determination of
mineral reserves and the portion of mineral  resources expected to be extracted
economically as a significant accounting judgment and  estimate.   Please expand your
disclosure to explain the nature of the judgements and  estimates made by management in
determining the useful lives and depletion of your  mineral properties providing details
sufficient to understand the underlying assumptions  used and other uncertainties related
to the application and determination of your  accounting policy.   Please refer to
paragraphs 122  through 133 of IAS 1.

4. Significant Accounting Policies
(e) Property Plant and Equipment
(iv) Depreciation, page F -14

3. Please disclose in greater detail the type(s) of resources (measured, indicated and/or
inferred) included in your  depletion policy, how you determine the portion of resources
included and your history of economic recovery of such resources .

You may  contact Raj Rajan  at 202-551-3388 or Nasreen Mohammed  at 202 -551-3773  if
you have questions regarding comments on the financial statements and related matters.

 Sincerely,

 /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

November 20, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention: Mr. Craig Arakawa, Accounting
Branch Chief Office of Beverages, Apparel and Mining.

RE: Mail Stop 3561,
Caledonia Mining Corporation Plc

Form 20-F for the
Year Ended December 31, 2016

Filed March 30,
2017

File No. 000-13345

Dear Mr. Arakawa,

Caledonia Mining Corporation Plc (“the
Company”) has received your letter dated October 11, 2017 regarding the Form 20-F for the Year Ended December 31, 2016
(the “Filing”). In our reply we provide a brief background on how we came to our conclusion of depreciating over the
life-of-mine plan (“LoMP”) tonnages, inclusive of inferred resources. The background explanation is followed by our
responses to the Staff comments. For ease of reference, we have repeated the Staff comments in italicized font type and followed
each comment with our response.

Background:

Blanket Mine (“Blanket”) has
operated for over 100 years during which time, to the best of our knowledge, it never had resources to support a LoMP of more than
15 years. Blanket exploits several vertical ore bodies of which approximately 40% of our resource tonnages lie in the inferred
category. The limitations in upgrading our inferred resource, were due to:

 o The vertical nature of our ore bodies, which limits the depth to which we drill. Due to the steeply-dipping
nature of the ore bodies, to achieve a drill intersection that intersects the down dip targets below known mineralization would
require extended drill holes from surface, which would be both expensive and technically difficult. For practical purposes, we
explore the deeper levels from cross cuts at depth (currently 630 metres below surface and 750 metres below surface) from which
we drill to a depth of 300 to 500 metres below the cross-cut; and

 o The lack of infrastructure below 750 metres, giving access to inferred resources. Without the infrastructure
in place to extract the resources, inferred resources cannot be upgraded.

Head Office:
Caledonia Mining Corporation Plc

3rd
floor, Weighbridge House, Weighbridge, St Helier, Jersey, Channel Islands, JE2 3NF

info@caledoniamining.com
| | www.caledoniamining.com

Directors:
Leigh Wilson (Chairman), Steve Curtis,

Johan Holtzhausen,
Mark Learmonth, John Kelly, John McGloin

    1

Until recently, Blanket operated to a depth
of 750 metres below surface – it is only since fiscal 2015 that Blanket has begun to access deeper indicated resources below
750 metres. As at December 31, 2014, Blanket had reserves and indicated resources of 4.08 million tonnes, plus 3.35 million tonnes
of inferred resources of which 2.47 million tonnes was below 750 metres. In October 2014, recognizing that the ore above 750 metres
was rapidly being depleted, Blanket embarked on an investment programme of which the key element was the sinking of a new shaft
from surface to 1,080 metres. This investment programme was supported by a Preliminary Economic Analysis (“PEA”) which
was prepared on the basis that the known inferred resources at October 2014 would be exploited by the new shaft and related development.
From 2015 Blanket has also excavated horizontal cross cuts which allows us to increase our exploration activity below 750 metres.

In fiscal 2016 the investment plan showed
significant progress and the increased focus on deep drilling had resulted in large improvement upgrades from inferred resources.
This trend has continued with the announcement in early November 2017, of a further resource upgrade.

The changes to the limiting factors, a
history of conversion from inferred to higher resource or reserve categories and the conservative methods used in determining our
inferred resources supported the decision to include a portion of our inferred resources identified, in our LoMP.

Management as a result viewed the inferred
resources included in the LoMP, along with higher categories of resources and reserves, as the most reliable economic benefit utilization
pattern over which to depreciate our property, plant and equipment items.

Response:

Financial Statements

Notes to the Consolidated Financial
Statements

4. Significant Accounting Policies

(e) Property Plant and Equipment

(iv) Depreciation, page F-14

 1. We note your response to comment 1. To help us further understand your basis for inclusion of
inferred resources in your computation of depreciation, please address the following:

 · Provide your historical rates of converting inferred resources to indicated resources for the
past five years and any interim periods in 2017, to the extent available and demonstrate your history of economic recovery of inferred
resources during the same period.

Table 1 provides a summary of the conversion
of inferred resources to indicated resources or reserves over the period 2009 to 2016. It also indicates the annual movements.

In summary,
over the 5 year period 2009 to 2016, a total of 1.95 million tonnes of inferred resources
was converted resulting in 1.76 million tonnes of indicated resource and 0.39 million tonnes of reserves. The combined converted
resource of 2.15 million tonnes represents a 110% conversion relative to the initial 1.95 million tonnes of inferred resource.

    2

Table 1 further indicates an increased
rate of conversion of inferred resources from 2015 and 2016. This was due to the increased focus on deep level exploration activity.

Table 1:

    BLANKET MINE - ZIMBABWE

    Blanket Mine producing claims

    Summary reconciliation of inferred resource conversion for the years 2009 to 2016

    Year Ending
    Inferred Resources
    Indicated Resources & Reserves
    % Converted

     Dec 2009
    Resource totals
    2,467,000

    Resource Increase/Decrease(-)
    1,297,000

    New Inferred Resources added
    3,248,000

    Resources upgraded from Inferred
    -1,951,000
    2,150,000
    110%

    Dec 2016
    Resource totals
    3,764,000

    Note: The calculation of percentage conversion includes, where appropriate, resources upgraded to indicated, probable and proven, some of which was derived from inferred blocks previously excluded and some from new ore body extensions.

    Blanket Mine producing claims

Reconciliation of inferred resource conversion for the years 2009 to 2016

    Year ending
    Inferred resources
    Indicated resources & reserves
    % Converted

     Dec 2009
    Inferred total
    2,467,000

    YoY Resource Increase/Decrease(-)
    -59,000

    New Inferred Resources added
    0

    Resources upgraded from Inferred
    -59,000
    108,000
    183%

     Dec 2010
    Inferred total
    2,408,000

    YoY Resource Increase/Decrease(-)
    -65,000

    New Inferred Resources added
                   -

    Resources upgraded from Inferred
    -65,000
                       -
    0%

    Dec 2011
    Inferred total
    2,343,000

    YoY Resource Increase/Decrease(-)
    -53,000

    New Inferred Resources added
                   -

    Resources upgraded from Inferred
    -53,000
    39,000
    74%

    Dec 2012
    Inferred total
    2,290,000

    YoY Resource Increase/Decrease(-)
    581,000

    New Inferred Resources added
    592,000

    Resources upgraded from Inferred
    -11,000
    94,000
    855%

    3

    Dec 2013
    Inferred total
    2,871,000

    YoY Resource Increase/Decrease(-)
    474,000

    New Inferred Resources added
    494,000

    Resources upgraded from Inferred
    -20,000
    84,000
    420%

    Dec 2014
    Inferred total
    3,345,000

    YoY Resource Increase/Decrease(-)
    -754,000

    New Inferred Resources added
    322,000

    Resources upgraded from Inferred
    -1,076,000
    1,119,000
    104%

    Dec 2015
    Inferred total
    2,591,000

    YoY Resource Increase/Decrease(-)
    1,173,000

    New Inferred Resources added
    1,840,000

    Resources upgraded from Inferred
    -667,000
    707,000
    106%

    Dec 2016
    Inferred total
    3,764,000

Note:  Year-end resource estimates are accurate to 3 significant
figures.

    No publically available resource and reserve upgrade up to Q3 of 2017.

    Tonnages in reconciliation boxes are rounded to nearest 1000.

    Conversion percentages can exceed 100% if, in addition to the converted inferred resources, new resource blocks, not currently in the inventory, are included in the converted indicated resources.

The Table 2 below indicates the profitability of the Company
over the last 5 years and interim periods of 2017.

Table 2:

    Q2

2017
    2016
    2015
    2014
    2013
    2012

    USD' 000

    Revenue
      31,933
      61,992
      48,977
      53,313
      63,217
      75,236

    Gross profit
      10,681
      23,942
      13,181
      18,543
      29,010
      40,923

    Net profit
      4,031
      11,085
      5,590
      5,946
      *(477)
      7,122

*  Net loss of $477,000 in 2013 is after an impairment charge of approximately $14
million in respect of an exploration project in Zambia that was unrelated to the Blanket. No revenues were included other than
that from the Blanket Mine producing claims.

 · Provide us the estimated annual conversion rate of inferred resources included in your LoMP
for the historical and future periods. Also, provide us the expected ultimate conversion rate for the total inferred resource included
in the LoMP.

Blanket Mine’s LoMP is a mining and
financial model, updated by management and approved by the Board of Directors annually. In the annual preparation of the LoMP inferred
resources are discarded and/or upgraded to indicated resources or reserves before mining commences.

    4

When a LoMP is updated no conversion factor
is included as the inferred resources have already been discounted by approximately 30% at the resource estimation stage of the
inferred resource. In addition the LoMP only includes the total inferred resource in respect of which we have planned infrastructure
and does not include all the inferred resources as disclosed in our resource and reserve estimates (NI 43-101). Approximately 65%
of inferred resources are included in the current LoMP.

We have assumed a 100% conversion rate
of inferred resources in our LoMP in the recent past and for future periods in our current LOMP.

In addition to the 100% conversion rate
assumed, it should be noted that:

 o Blanket mine has in its resource inventory 35% of the inferred resources that are not included
in the LoMP.

 o Blanket operates an on-going exploration drilling programme aimed at increasing the LoMP and this
program supplements Blanket’s inferred resources continually. As a result there will be an increasing inferred resource base.

 · Compare the amount of inferred resources planned to be mined to the amount of inferred resources
that you actually mined for the past five years and any interim periods in 2017, to the extent available.

While inferred resources are included in
the LoMP, they are never mined as such but scheduled for mining in future years which gives time for the inferred resources to
be upgraded to reserves before they are mined.

To the extent that inferred resources are
included in the LoMP, they are expressed as bulk tonnage sources (not sub-blocked into short term production goals). The sequential
sub-blocking of the resources to reserves and concomitant nomenclature changes renders a reconciliation of the mined out areas
with the original equivalents in the inferred resources a complex and poorly quantifiable exercise, particularly as data has not
been collected to substantiate such a calculation. At this time an estimate of the comparison required is considered impractical.

 · Tell us how you compute inferred resources including the estimation methodologies employed and
geologic data considered. Please include details such as drill hole spacing, the percentage of inferred resources interpolated
between drill holes versus extrapolated, and differences in confidence levels between the inferred versus indicated categories.

Historically Blanket used the technique
of polygonal blocking for the estimation of both inferred and indicated resources which are based essentially on drill-hole information.
This method was used until 2014/5 at which stage digital data capture had advanced to the point where digital estimation was possible
using Dassault Systeme’s Surpac software. The following extract from the ‘Blanket 2004 Reserve/Resource Report’
defines the limiting spatial parameters used in resource definition.

Inferred Resource:

Inferred Resource block boundaries are
taken to the following limits where no point within the block is greater than the specified distance from a sample point (drill-hole
pierce point):

 o 60 m on strike

 o 120 m on dip.

    5

Down dip continuity at two times strike
is taken from the established geometry of pay shoots in various Blanket ore bodies which have depths at least three to four times
maximum strike.

The following exceptions limit the distance
of a resource block boundary from a sample point:

 o Where the 60 m limit exceeds the strike confines of the pay shoot defined by existing
up-dip mining limits.

 o Where peripheral intersections suggest a significant thinning of the mineralized zone.

 o Where un-mineralized holes indicate termination of the mineralized zone. In this instance
the boundary is taken halfway between the mineralized and non-mineralized intercepts, with the restrictions of pay-shoot boundary
taking precedence.

 o Where projected geological features (e.g. dykes and faults) are likely to affect the
mineralized zone.

Indicated Resource:

Indicated Resource block boundaries are
taken to the following limits where no point within the block is greater than the specified distance from a sample point, with
exceptions listed below:

 o 30 m on strike

 o 60 m on dip.

The 30 m strike distance of a resource
block from a borehole intersection is reduced in the following situations:

 o Where the 30 m limit exceeds the strike confines of the ore shoot defined by the up-dip
mining limits.

 o Where peripheral intersections suggest a significant narrowing of the mineralized
zone.

 o Where un-mineralized holes indicate termination of the mineralized zone. In this instance
the boundary is taken halfway between the mineralized and non-mineralized intercepts, with the restrictions of pay shoot boundary-taking
precedence.

 o Where projected geological features (e.g. dykes and faults) are likely to affect the
mineralized zone.

Prior to 2014 resource blocks were orthogonal
with a vertical long axis while subsequent to 2014 new resource blocks are defined in terms of search ellipses with the same horizontal
and vertical extents but which have a 28% lesser area of influence (i.e. no corners). Where drill-hole spacing is such that intersection
points are closer than the maximum spacing for inferred resources:

 o Orthogonal shapes are reduced to polygons. These polygons were computed graphically
using a digital planimeter and applying a dip correction.

 o Ellipses are fused with neighbouring ellipses to the extent that the ellipses overlap
to yield a single 3DM. The 3DM is blocked on a 5m x 5m x 1m grid and all block grades are calculated seamlessly by inverse distance
squared method utilising all data within each search radius. The resultant block model is queried for the blocks that are included
within the limits of the consolidated orthogonal polygon.

    6

It is evident from the above quotation
that geological structures are taken into account in the estimation of resource limits and extents. Structures affecting the ore
shoots are steep and are well mapped and hence their effect on the resource tonnages can be estimated with reasonable confidence.

Maximum drill-hole spacing for both inferred
and indicated resources are provided in the above quotation from Blanket 2004

CORRESP
1
filename1.htm

November 3, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention: Mr. Craig Arakawa, Accounting Branch Chief
Office of Beverages, Apparel and Mining.

    Re:
    Mail Stop 3561,

    Caledonia Mining Corporation Plc

    Form 20-F for the Year Ended December 31, 2016

    Filed March 30, 2017

    File No. 000-13345

Dear Mr. Arakawa,

In our letter dated October 13, 2017, we requested
to respond to your letter by November 3, 2017.

We request an extension of this date as the mine is still
in the process of reconciling the historical geological data to support our response.

Unfortunately technical colleagues at the mine are currently
fully engaged in finalising a revised life of mine plan which will be announced in the next week or so. The revised life of mine
plan is in response to a resource update which we published earlier this week and which incidentally also provides some context
on our historic conversion of inferred resources to higher confidence levels.

We believe we will be in a position to give you a response
by November 20, 2017 and request an extension from our initial response date.

Please contact the undersigned by telephone
at +44 1534 679 800 or by email at marklearmonth@caledoniamining.com should you wish to discuss.

Sincerely,

Caledonia Mining Corporation
Plc

/s/Mark Learmonth

Mark Learmonth

(Chief Financial Officer)

Head Office: Caledonia Mining Corporation
Plc

3rd floor, Weighbridge House,
Weighbridge, St Helier, Jersey, Channel Islands, JE2 3NF

info@caledoniamining.com | | www.caledoniamining.com

Directors: Leigh Wilson (Chairman),
Steve Curtis,

Johan Holtzhausen, Mark Learmonth,
John Kelly, John McGloin

CORRESP
1
filename1.htm

October 16, 2017

United States Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention: Mr. Craig Arakawa,
Accounting Branch Chief Office of Beverages, Apparel and Mining.

Re:  Mail Stop 3561,

    Caledonia
Mining Corporation Plc

    Form 20-F
for the Year Ended December 31, 2016

    Filed March
30, 2017

    File No.
000-13345

Dear Mr. Arakawa:

We acknowledge receipt of your
letter dated October 11, 2017 regarding the Form 20-F for the Year Ended December 31, 2016. To be able to obtain the necessary
information to form a response to your letter and have our proposed letter reviewed by various levels of quality assurance, we
request to submit our response by latest November 3, 2017.

We are available to discuss any
of the foregoing at your convenience. Please contact either the undersigned by telephone at +44 1534 679 800 or by email at marklearmonth@caledoniamining.com
should you wish to so discuss.

Sincerely,

Caledonia Mining Corporation
Plc

/s/Mark Learmonth

Mark Learmonth

(Chief Financial Officer)

Mail Stop 3561
  October 11 , 2017

Via E -mail
Mr. Mark Learmonth
Chief Financial  Officer
Caledonia Mining Corporation Plc
3rd Floor, Weighbridge House
Weighbridge , St Helier
Jersey, Channel Islands,  JE2 3NF

Re: Caledonia Mining Corporation Plc
 Form 20-F for the Year Ended  December 31, 2016
Response dated September 22, 2017
File No. 000 -13345

Dear Mr. Learmonth :

We have reviewed  your September 22, 2017  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to the comment  within ten busines s days by provi ding the r equested
information or advise  us as soon as possible  when you wil l respond .  If you do not believe our
comment  applies  to your facts a nd circumstances, please tell us why in your response.

After reviewing you r response to the comment , we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our August 25,
2017  letter .

Form 20 -F for the Year Ended December 31, 2016

Financial Statements

Notes to the Consolidated Financial Statements
4. Signi ficant Accounting Policies
(e) Property Plant and Equipment
(iv) Depreciation, page F -14

1. We note your response to comment 1. To help us further understand your basis for
inclusion of inferred resources in your computation of depreciation, please address the
following:

Mr. Mark Learmonth
 Caledonia Mining Corporation, Plc
 October 11 , 2017
 Page 2

  Provide your historical rates of converting inferred resources to indicated resources
for the past five years and any interim periods in 2017, to the extent available and
demonstrate your history of economic recovery of inferred resources du ring the same
period.

 Provide us the estimated annual conversion rate of inferred resources included in your
life-of-mine plan for the historical and future periods. Also, provide us the expected
ultimate conversion rate for the total inferred resource inc luded in the life -of-mine
plan.

 Compare the amount of inferred resources planned to be mined to the amount of
inferred resources that you actually mined for the past five years and any interim
periods in 2017, to the extent available.

 Tell us how you com pute inferred resources including the estimation methodologies
employed and geologic data considered.   Please include details such as drill hole
spacing, the percentage of inferred resources interpolated between drill holes versus
extrapolated, and differe nces in confidence levels between the inferred versus
indicated categories.

 Please tell us the extent to which you consider inferred resources in your impairment
testing for the assets where you use inferred resources to estimate their useful lives.

2. Please explain to us why your estimates of inferred mineral resources used to calculate
your units of production depreciation are reliable, as contemplated by paragraph 4.41 of
the Conceptual Framework for Financial Reporting issued by the International
Accou nting Standards Board.

3. Provide us the amount of depletion expense for the Blanket mine with and without the
inclusion of inferred resources in the denominator for the most recently reported 2017
interim period.

4. We note the indicated resource and probable  reserve class tonnes disclosed in Table B of
your response for the year ended December 31, 2014 and 2015 do not agree with such
information included in your Form 20 -F the year ended December 31, 2014 and 2015
respectively.   Please reconcile.

Mr. Mark Learmonth
 Caledonia Mining Corporation, Plc
 October 11 , 2017
 Page 3

 You may contact Raj Rajan  at 202-551-3388 or Nasreen Mohammed  at 202 -551-3773  if
you have questions regarding comments on the financial statements and related matters.

 Sincerely,

 /s/Craig Arakwaa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
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September 22, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention: Mr. Craig Arakawa, Accounting
Branch Chief Office of Beverages, Apparel and Mining.

Re: Mail Stop 3561, Caledonia
Mining Corporation Plc

Form 20-F for the Year Ended December
31, 2016

Filed March 30, 2017

File No. 000-13345

Dear Mr. Arakawa:

We have received your comment letter dated
August 25, 2017 regarding the Form 20-F for the Year Ended December 31, 2016 (the “Filing”) and provide our
responses to the Staff comments below. For ease of reference, we have repeated the Staff comments in italicized font type and followed
each comment with our response.

Response:

Financial Statements

Notes to the Consolidated Financial
Statements

4. Significant Accounting Policies

(e) Property Plant and Equipment
(iv) Depreciation, page F-14

1. You state on
note 3(a)(i) on page F-7 that in instances where management is able to demonstrate the economic recovery of such resources with
a high level of confidence, such additional resources, are included in the calculation of depreciation. To enhance our understanding
of your accounting policy, please:

 (a) Tell us the percentage and amount of measured, indicated and inferred resources that you include
in the calculation of depreciation.

The table below indicates the
percentage of each category of resources used in calculating depreciation in our Filing relating to the 2016 year:

Table A

    Category
    Tonnages
    Percentage

    Measured
    1 412 079
    19%

    Indicated
    3 334 828
    45%

    Inferred
    2 590 991
    36%

 (b) Tell us how you determined the economic recovery of the resources with a high level of confidence
to include in the calculation of depreciation. Please provide us with your history that demonstrates economic recovery of such
resources.

Blanket mine has been a producing
mine since about 1908. In addition, the current management has been in place for many years and has detailed knowledge of the Blanket
mineralisation:

 · The General Manager has worked on the mine for 46 years (starting in the resources department)
and has been general manager for 25 years;

Head Office:
Caledonia Mining Corporation Plc

3rd
floor, Weighbridge House, Weighbridge, St Helier, Jersey, Channel Islands, JE2 3NF

info@caledoniamining.com
| | www.caledoniamining.com

Directors:
Leigh Wilson (Chairman), Steve Curtis,

Johan Holtzhausen,
James Johnstone, Mark Learmonth, John Kelly, John McGloin

 · The Resource manager has been on staff for 17 years; and

 · A long history of defining resources by drilling and systematically developing and bringing the
resources into production has been established.

Blanket Mine adopted the Inclusive
method of reporting resources and reserves in 2014. Resources are reported inclusive of Reserves and hence the total of measured,
indicated and inferred resources includes 100% of the reported resource base of Blanket mine. However, when Caledonia acquired
Blanket mine in 2006, resources were reported exclusive of reserves. Since the greater portion of the historical data are available
in the exclusive format, resources calculated after 2014 are converted into the exclusive format to show conversion of resources
to reserves and production. The following table provides an analysis of the resource and reserve development for the period 2013
to 2015 with a breakdown of the factors responsible for the variations for each year.

Table B

    BLANKET MINE - ZIMBABWE

    Reconciliation of resource
    to reserve conversion for the years 2013 to 2015

    Year
    Resource
    Class Tonnes
    Reserve
    Class Tonnes
    Tonnes

    Inferred
    Indicated
    Probable
    Proven
    Pillars
    Milled

    2013
    2,871,098
    448,364
    2,304,811
    903,164
    766,883

    Net Change in Resources

    Tonnes added (-depleted)
    473,732
    290,915
    -440,738
    -30,221
    1,442
    -390,733

    new
    resource
    485,000
    290,000
    20,000
    30,000

    upgrade
    from
    -10,000
    -15,000
    -340,000

    5,000

    upgrade
    to

    10,000
    70,000
    213,000

    downgraded

    -30,000
    -50,000

    production

    -160,000
    -230,000

    -390,000

    2014
    3,344,830
    739,279
    1,864,073
    872,943
    768,325

    Net Change in Resources

    Tonnes added (-depleted)
    -753,840
    999,161
    -163,070
    -155,209
    8,119
    -440,082

    new
    resource
    340,000
    222,000

    15,000

    upgrade
    from
    -1,094,000
    -90,000
    -90,000

    10,000

    upgrade
    to

    930,000
    120,000
    80,000

    downgraded

    -70,000

     production

    -190,000
    -250,000

    -440,000

    2015
    2,590,991
    1,738,440
    1,701,003
    717,734
    776,444

Notes to the above table are
as follows:

 · “new resource” refers to resources previously unquantified. They are mainly inferred
but may also occur in the indicated, probable or measured classes depending on the level of information on the surrounding area;

 · “upgrade from” refers to depletion of the resource class when tonnes are upgraded to
a higher class while “upgrade to” refers to the blocks receiving the upgraded resource;

 · “production” refers to tonnages that have reported to the mill. Such tonnage may be
from depleted blocks or from blocks that are in the process of being upgraded and hence not included in the starting tonnage for
the year;

 · “downgraded” refers to resources that have been found to be below the pay limit and
therefore removed from the resource inventory. Downgrades can occur in all classes of resource or reserve. However, in the case
of inferred resources we have not experienced any significant downgrades.

 · Tonnages in reconciliation boxes are approximate/rounded to nearest 5000.

For the year December 2014 to
December 2015, a total of 1,094,000 tonnes of inferred resources was converted into 930,000 tonnes of indicated resources, a conversion
ratio of 85%. In addition 222,000 tonnes new resource was defined adjacent to an existing shoot and incorporated into the indicated
resource class. Together these upgrades represent an effective 105% resource conversion for the year. These blocks are undergoing
production development and production from them has already commenced.

    2

A longer term analysis in the
form of a chart which illustrates the resource growth of Blanket mine over the period 1994 to 2015 is also provided.

Notes:

 · arrows show the path of conversion of resources to reserves to production (milled tonnes);

 · the growth of resources over time illustrates that resources defined in earlier years are converted
to reserves and then to production.

Economic recovery

Economic recovery of inferred
resources is demonstrated by the achieved recovered grade relative to the mine’s pay limit for the period 2006 to 2015. The
pay limit has ranged from 2.3 g/t in 2008 to 1.9 g/t in 2014 while the recovered grade has ranged from 4.0 g/t to 3.3 g/t over
the period. All-in-sustaining-cost has remained consistently below the gold price received over this period resulting in economic
recovery of the inferred resources.

 (c) If inferred resources have been included, please separately address your history of economic
recovery of inferred resources. Please tell us your basis for their inclusion given that the tonnage, grade and mineral content
can typically only be estimated with a low level of confidence and explain to us how you compensated for this lower confidence
level.

Inferred resources have been
included as part of the denominator in the depreciation calculation. We believe a history of economic recovery is established as
illustrated in in section 1 (b).

We have included Inferred resources
as part of the denominator in the depreciation calculation as IAS 16 “Property, plant and equipment” defines
depreciation as the systematic allocation of the depreciable amount of an asset over its useful life and the useful life as:

(a) the period over which an
asset is expected to be available for use by an entity; or

(b) the number of production
or similar units expected to be obtained from the asset by an entity.

    3

Management believes the useful
life includes inferred resources for PP&E, depreciated over the life of mine. Inferred resources are included in the depreciation
calculation for these items because:

 · the orebodies at Blanket mine have an established history of conversion of inferred resources into
reserves or production units; and

 · the end depth of the Blanket mine orebodies has not been identified.

Due to the vertical nature of
the orebodies at Blanket mine it has not been economical or possible to obtain the quantity of diamond drilling results needed
to upgrade the inferred resources which are below 750 meters to a higher confidence category. Blanket mine is currently implementing
an investment plan (which is discussed further in the response to (d)) below) which is based on future production estimates
inclusive of inferred resources because there is as a history of converting inferred resources into reserves or production for
the orebodies where the end depth has not been determined. The investment plan at Blanket provides for, inter alia, the installation
of new infrastructure which will allow:

 · further exploration of existing inferred resources between 750 meters and 990 meters with the objective
of increasing the confidence level;

 · production from resources between 750 meters and 990 meters; and

 · further exploration below 990 meters.

This is evident from Table B
indicating 105% total conversion of inferred resources into indicated resources for the 2014-2015 period.

The Blanket mine ore systems
are known to be near vertical shoots along which gold has been introduced by hydrothermal fluids. These systems are typically enriched
in gold over considerable vertical intervals (500 – 2,000 meters), as evident at Vubachikwe, the adjoining mine to Blanket,
where ore shoots have been mined to 1500 meters depth. Diamond drilling at Blanket mine has established that the gold enrichment
interval persists on the major shoots to below the level currently planned for mining.

The end depth of orebodies has
not been identified through diamond drilling due to the vertical nature of the ore systems at Blanket mine. Full scale diamond
drilling has not commenced at these depths as it has either not been economical to drill this deep or underground development has
not allowed for angular diamond drilling at depth. Due to the nature of the vertical orebodies and the fact that the end of the
orebody at depth has not been established, enough confidence was placed by management to embark on investment plans to mine these
inferred orebodies prior to diamond drilling results converting these inferred resources to higher confidence categories.

The fact that the orebodies
continue at depth is further supported by an adjoining mine, mining at depths 1,500 meters plus. The average depth of inferred
resources at the Blanket mine is 900 meters.

 (d) Tell us the extent to which these resources are currently accessible and the extent to which
future capital improvements are required to convert and gain access to them. Please also tell us whether or not the future capital
improvements are included in your depletion computations and explain your rationale.

On November 3, 2014, Caledonia announced an investment plan (“Investment Plan”) and production projections for the Blanket
Mine. The objectives of the Investment Plan are to improve the underground infrastructure and logistics and allow an efficient
and sustainable production build-up.  The infrastructure improvements includes the continuation of the No. 6 Winze, the
development of a “Tramming Loop” and the sinking of a new 6-meter diameter Central Shaft from surface to 1,080 meters.

The increased
investment pursuant to the Investment Plan is expected to give rise to production from inferred resources of approximately
70,000  -- 75,000 ounces in 2021, this being in addition to projected production in 2021 from proven and probable mineral
reserves of approximately 6,000 ounces.

    4

The Investment Plan includes a life of mine plan for the Blanket Mine (the “LOM Plan”) in terms of which it is anticipated
that the approximate production from existing proven and probable mineral reserves above 750 meters level will be as set out
below.

    Approximate
    production from proven and probable mineral reserves above 750m (per LOM Plan)

    2017
    2018
    2019
    2020
    2021

    Tonnes
    milled (‘000)
    430
    380
    230
    100
    50

    Gold
    production (koz)
    43
    39
    23
    10
    6

The Central Shaft and the deepening
of No 6 winze will provide access to the current inferred mineral resources below 750 meters and allow for further exploration,
development and mining in these sections along the known Blanket strike, which is approximately 3 kilometers in length.  A
Preliminary Economic Assessment (“PEA”) was prepared in respect of the inferred mineral resources below 750 meters.
Based on the PEA, additional approximate production from current inferred mineral resources (excluding the projected production
set out above) is expected to be achieved in the following indicative ranges:

    Possible
    production from inferred mineral resources below 750m (per PEA)

    2017
    2018
    2019
    2020
    2021

    Tonnes
    milled (‘000)
    160
    215
    390
    550
    600

    Gold
    production (koz)
    20-22
    27-30
    46-50
    63-67
    70-75

The non-sustaining capital expenditure
relating to the Investment Plan amounted to $15,367,000 in fiscal 2016 (2015: $13,486,000; 2014: $ 3,833,000). Total capital expenditure
incurred up to December 31, 2016 is included in Property, plant and equipment (“PP&E”) and amounted to $19,159,000
(2015: $18,193,000; 2014: $ 7,166,000). Future capital expenditure is not included in our Filing as PP&E but this capital expenditure
in future periods will be included in PP&E as such expenditure is incurred.

PP&E improvements included
in our Filing are depreciated when it is in the location and condition necessary for it to be capable of operating in the manner
intended by management as required by IAS 16 “Property, plant and equipment”, par 55.

 (e) Provide us the amount of depletion expense for each producing mine with and without the inclusion
of inferred resources in the denominator for the year ended December 31, 2016 and the most recently reported 2017 interim period.

Caledonia Mining Corporation
Plc owns two gold mines, the Blanket gold mine situated in Zimbabwe and the Eersteling gold mine situated in South Africa. Blanket
gold mine is the only producing mine in the Caledonia Mining Plc group. The total depreciation expense of $3,491,000 in fiscal
2016 was made up of $3,733,000 of depreciation at the Blanket mine, $47,000 of depreciation at our South African office responsible
for procurement and the intercompany profit elimination of $289,000 as a result of sales made by our South African office to Blanket
mine. The Eersteling gold mine mining assets included in our Filing amounted to $225,335 at December 31, 2016. These items of PP&E
were not depreciated in fiscal 2016 as Eersteling was, and up to the date of this letter, remained on care and maintenance.

Depreciation of the PP&E
items at the Blanket mine, without inclusion of inferred resources as part of the denominator in the calculation, would have amounted
to $3,981,695 for fiscal 2016.

    5

Closing Comments

The Company acknowledges that it is responsible
for the adequacy and accuracy of the disclosure in the Filing, Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to the Filing, an

CORRESP
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August 31, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention: Mr. Craig Arakawa, Accounting Branch Chief Office
of Beverages, Apparel and Mining.

Re:	Mail Stop 3561, Caledonia Mining Corporation Plc

Form 20-F for the Year Ended December 31, 2016

Filed March 30, 2017

File No. 000-13345

Dear Mr. Arakawa:

We have received your comment letter dated August 25, 2017 regarding
the Form 20-F for the Year Ended December 31, 2016.

The questions you have raised relate mainly to the historic conversion
of inferred resources to measured and indicated resources. I am advised by our geological staff that it will take some time for
them to prepare the analysis to provide a full answer to your question. Much of the information that is needed to perform this
analysis is situated at the mine in Zimbabwe and accordingly, geological personnel will need to travel to the mine to collate the
information and prepare the analysis.

Rather than respond to your comments in a piecemeal manner, I therefore
request that we are given an additional 10 working days to respond to your letter i.e. we will deliver our response on or before
the close of business on September 22, 2017.

I would be grateful if you could indicate whether this is acceptable.

Yours, sincerely,

Mark Learmonth

Chief Financial Officer

Tel + 44 1534 679 802

Email: marklearmonth@caledoniamining.com

Mail Stop 3561
  August 25, 2017

Via E -mail
Mr. Mark Learmonth
Chief Financial  Officer
Caledonia Mining Corporation Plc
3rd Floor, Weighbridge House
Weighbridge , St Helier
Jersey, Channel Islands,  JE2 3NF

Re: Caledonia Mining Corporation Plc
 Form 20-F for the Year Ended  December 31, 2016
Filed March 3 0, 2017
File No. 000 -13345

Dear Mr. Learmonth :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to the comment  within ten busines s days by provi ding the requested
information or advise  us as soon as possible  when you wil l respond .  If you do not believe our
comment  applies  to your facts a nd circumstances, please tell us why in your response.

After reviewing you r response to the comment , we may have  additional comments.

Form 20 -F for the Year Ended December 31, 2016

Financial Statements

Notes to the Consolidated Financial Statements
4. Significant Accounting Policies
(e) Property Plant and Equipment
(iv) Depreciation, page F -14

1. You state on note 3(a)(i) on page F -7 that i n instances where management is able to
demonstrate the economic recovery of such resources with a high level of confidence,
such additional resources, are included in the calculation of depreciation.  To enhance our
understanding of your accounting policy, please:

 Tell us the percentage and amount of measured, indicated and inferred resources that
you include in the calculation of depreciation.

Mr. Mark Learmonth
 Caledonia Mining Corporation, Plc
 August 25 , 2017
 Page 2

  Tell us how you determine d the economic reco very of the  resources with a high level
of confidenc e to include  in the calculation of depreciation.   Please provide us with
your history  that demonstrates economic recovery of  such resources.
 If inferred resources have been included, please separately address your history of
economic recovery of inferred resources. P lease  tell us your basis for their inclusion
given that the tonnage, grade and mineral content can typically only be estimated with
a low level of confidence and explain to us how you compen sated for this lower
confidence level.
 Tell us the extent to which these resources are currently accessible and the extent to
which future  capital improvements are required to conver t and gain access to them.
Please also tell us whether or not the future capital improvements are included in your
depletion computations and explain your rationale.
 Provide us the amount of depletion expense for each producing mine with and
without the inclusion of inferred resources in the denominator  for the year ended
Decem ber 31, 2016  and the most recently reported 2017 interim period.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Raj Rajan  at 202-551-3388 or Nasreen Mohammed  at 202 -551-3773  if
you have questions regarding comments on the financial statements and related matters.

 Sincerely,

 /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

October 10, 2014

Via E -Mail
Mr. Steven Curtis
Chief  Financial Officer
24 Ninth Street
Lower Houghton
Johannesburg
Gauteng 2198
South Africa

Re: Caledonia Mining Corporation
 Form 20-F for the Year Ended December 31 , 2013
Filed May 15, 2014
File No. 000-13345

Dear Mr. Curtis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

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    caledoniacorresp.htm

Caledonia Mining Corporation

SUITE 4009
P O BOX 834

1 KING STREET WEST, TORONTO,
SAXONWOLD 2132

ONTARIO, CANADA, M5H 1A1
SOUTH AFRICA

TEL 1 416 369 9835
TEL. 27 11 447 2499

FAX 1 416 369 0449
FAX. 27 11 447 2554

September 30, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4238

Attention:  Ms. Tia L. Jenkins, Senior Assistant Chief Accountant, Office of Beverages, Apparel and Mining

Re:

Caledonia Mining Corporation (“Caledonia” or the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2013 (the “Filing”)

Filed May 15, 2014

File No. 000-13345

Dear Ms. Jenkins:

We have received your comment letter of September 17, 2014 regarding the Filing and provide our responses to the Staff comments below.  For ease of reference, we have repeated the Staff comments in italicized type and followed each comment with our response.

Form 20-F for the Year Ended December 31, 2013

Operational Review and Results of Operation, page 23

Production Costs, page 25

1.

We note you disclose non-IFRS measures such as “On-Mine Cash Cost per Ounce,” “All-in Sustaining Cost per Ounce,” and “All-in Cost per Ounce” for your Blanket mine. Please provide additional disclosures as required by Item 10 (e) of Regulation S-K. We were unable to locate the cross-referenced “Section 10 of the MD&A of 2013” which appeared to include the explanatory disclosures.

1

Response:

Please see the table below for IFRS reconciliation to Non-IFRS measures:

Management believes non-IFRS performance measures such as “On-Mine cash cost per ounce”, “All-in sustaining cost per ounce” and “All-in cost per ounce” assist investors and other stakeholders in understanding the economics of gold mining over the life-cycle of a mine.  These measures are calculated on the basis set out by the World Gold Council in a Guidance Note published on June 23, 2013.

Year 2011

Year 2012

Q1 2013

Q2 2013

Q3 2013

Q4 2013

Year 2013

Production costs (IFRS) (C$’000)

21,093

25,653

8,019

6,602

6,872

5,919

27,412

Less site restoration costs (c$’000)

(50
)

(43
)

(25
)

(24
)

(24
)

(78
)

(151
)

Less exploration costs (C$’000)

(21
)

(831
)

(300
)

140

(112
)

(121
)

(393
)

Reversal of claim fee provision (C$’000)

-

-

-

-

-

970

970

Reallocated admin costs

(526
)

(247
)

(55
)

(103
)

(114
)

(65
)

(337
)

Realisation charges

-

-

-

-

-

(284
)

(284
)

Non-Blanket production costs

(108
)

(121
)

(24
)

(25
)

(26
)

(27
)

(102
)

Intercompany profit elimination

261

1,353

284

375

342

331

1,332

Adjusted production costs (C$’000)

20,649

24,779

7,899

6,965

6,938

6,645

28,447

Exchange rate (C$/US$)

0.99

1.00

1.01

1.03

1.02

1.06

1.03

On-mine Production costs (US$’000 )

20,805

25,769

7,806

6,797

6,714

6,301

27,619

Gold Sales (oz.)

35,504

45,181

11,964

11,588

12,042

9,454

45,048

On-mine cash cost (US$/oz.)

586

570

653

587

558

666

613

Royalty

72

116

112

96

93

69

101

Community cost relating to ongoing production

-

-

-

-

-

-

-

Permitting costs relating to current operations

1

5

2

3

3

3

3

3rd party smelting costs

8

6

7

7

7

6

7

Corporate general and administrative costs

94

90

97

113

93

207

124

Reclamation and remediation of operating sites

1

2

2

2

2

5

2

Exploration and study costs

-

-

1

1

2

5

2

Capital expenditure

183

67

51

147

110

213

125

All in sustain costs per ounce

944

857

924

956

866

1,175

977

Costs not relating to current production

Community costs

-

25

-

181

8

-

49

Permitting costs

-

17

3

3

3

1

2

Exploration and study costs

-

-

1

3

3

4

3

Capital expenditure

12

29

45

69

107

97

78

All in cost per ounce

956

929

972

1,211

986

1277

1,109

We did not incorporate the reconciliation from production costs (IFRS) (C$’000) to on mine cash costs (US$/oz.) within the Form 20-F for the year ended December 31, 2013. The cross-references to Section 10 of the MD&A 2013 were inadvertent. The disclosure will be revised in our future filings.

2

Operating and Financial Review and Prospects, page 31

2.

Please revise your future filings to provide a more detailed explanation of the material factors that have affected your financial condition and results of operations for the periods covered by the financial statements. For example, describe in greater detail the reasons for the increases in production costs in 2013, such as labor and consumable costs. Also discuss unusual or infrequent events or new developments that materially affect your income. For example, you disclose that your all-inclusive costs for 2013 increased primarily due to the CSI donation, without further analysis as to whether this was a one-time event or may continue in the future and the impact on future income. Refer to Item 5 of Form 20-F and SEC Release No. 33-8350, available at www.sec.gov./rules/interp/33-8350.htm. Please also provide us with your proposed language.

Response:

Item 5A requires the Company to provide information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the Company’s income from operations, indicating the extent to which income was so affected. We acknowledge that we have to describe any other significant component of revenue or expenses necessary to understand the Company’s results of operations.

In response to the Staff’s comment above, please see the below for additional disclosure:

Revenues in 2013 were lower than 2012 due mainly to the lower realised gold price:  gold sales in 2013 were 45,048 ounces, 133 ounces (i.e. 0.3%) lower than in 2012, but the average realised gold price in 2013 was US$1,402 per ounce – 16% lower than the average realised gold price per ounce in 2012.

Administrative expenses in the Year were $7,772,000 compared to $4,055,000 in 2012.  Administrative expenses are analysed in Note 9 to the Consolidated Financial Statements.  The increased administrative expense for the year includes the donation of US$2 million to the Presidential Scholarship Fund which was made in the second quarter of 2013.  Wages and Salaries and Director’s fees were also higher, reflecting the strengthening of Caledonia’s management team and Board of Directors.  Director’s fees also include fees payable to the directors of Blanket Mine.

The impairment of $14,203,000 primarily reflects the impairment of the Company’s cobalt exploration project in Zambia (the “Nama Cobalt Project”) and the copper exploration project in Zambia (the “Nama Copper Project”).  The full carrying value of costs previously incurred and capitalised at the Nama Project are impaired in the Year because substantive expenditure on further exploration activities in the specific area is neither budgeted nor planned and Caledonia has decided to discontinue such activities in the specific area. The discontinuation of activities at the Nama Copper and Cobalt Projects will have no effect on Caledonia’s future profitability as all costs incurred at the projects have historically been capitalised.  The discontinuation of activities at the Project will reduce Caledonia’s future capital investment.

Production Costs

A narrow focus on the direct costs of production (mainly labour, electricity and consumables) does not fully reflect the total cost of gold production.  Accordingly, cost per ounce data for the Quarter, the preceding three quarters and for 2012 and 2011 have been prepared in accordance with the Guidance Note issued by the World Gold Council on June 23, 2013 and is set out in the table below on the following bases:

3

i.

On-mine Cash Cost per ounce, which shows the on-mine cash costs of producing an ounce of gold;

ii.

All-in Sustaining Cost per ounce, which shows the operating cost per ounce plus additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg and Toronto) and the costs associated with maintaining the operating infrastructure and resource base (i.e. “Sustaining Capex”) that are required to maintain production at the current levels; and

iii.

All-in Cost per ounce, which shows the all-inclusive Sustaining cost per ounce plus the additional costs associated with activities that are undertaken with a view to increasing production.

Blanket Mine: Costs per Ounce of gold produced

(US$/oz.)

Year

2011

Year

2012

Q1 2013

Q2 2013

Q3 2013

Q4 2013

Year

2013

On-Mine cash cost (ii)

586

570

653

587

558

666

613

Royalty(i)

72

116

112

96

93

69

101

Community costs relating to ongoing production

-

-

-

-

-

-

-

Permitting costs related to current operations

1

5

2

3

3

3

3

3rd party smelting, refining and transport costs

8

6

7

7

7

6

7

Operating cost per ounce

667

698

774

692

660

745

724

Corporate general and administrative costs (incl. share based remuneration)

94

90

97

113

93

207

124

Reclamation and remediation of operating sites

1

2

2

2

2

5

2

Exploration and study costs

-

-

1

1

2

5

2

Capital expenditure

183

67

51

147

110

213

125

All-in Sustaining Cost per ounce (ii)

944

857

924

956

866

1,175

977

Costs not related to current production

Community costs

-

25

-

181

8

-

49

Permitting costs

-

17

3

3

3

1

2

Exploration and study costs

-

-

1

3

3

4

3

Capital expenditure

12

29

45

69

107

97

78

All-in Cost per ounce (ii)

956

929

972

1,211

986

1,277

1,109

(i)Blanket pays a royalty to the Zimbabwean government on gross revenue. Since 1 January 2012 the royalty rate has been 7% prior to which it was 4%

(ii)Non-IFRS measures such as “On-Mine Cash Cost per Ounce”, “All-in Sustaining Cost per Ounce” and “All-in Cost per Ounce” are used throughout this document.

4

The on-mine cash cost per ounce of gold sold increased in the Quarter due to the lower production compared to the previous quarter and to the lower sales compared to the previous quarter as a result of work-in- progress as at December 31, 2013.  Over 60% of Blanket’s costs are fixed, therefore lower production means that fixed costs are absorbed over fewer production ounces.  The value attributed to work-in-progress only includes direct labour at the mine, electricity and consumables;  on-mine administration costs are therefore absorbed into the ounces of gold sold in the quarter, further increasing the cost per ounce of gold sold.  In light of the increased production cost in the Quarter, management has focussed on measures to reduce operating costs.

The royalty cost per ounce decreased during the year as a result of the lower gold prices from April 2013.

Capital investment to sustain current operations and capital expenditure not related to current production is discussed in Sections 4.7, 5.3 and 6 of this MD&A.

All-in sustaining costs increased in the Quarter compared to the previous quarter due to the effect of higher administrative expenses and sustaining capital investment in the Quarter which were allocated across the 9,545 ounces that were sold in the Quarter rather than the 11,429 ounces of gold that were produced in the Quarter.

We will revise our future filings, similar to the above, to provide further explanation of possible one-time costs such as CSI and provide more detailed explanation of labor, electricity, royalty and consumables cost that affect the results of the Company in order to satisfy the following three principal objectives from SEC Release No. 33-8350:

•

to provide a narrative explanation of a company's financial statements that enables investors to see the company through the eyes of management;

•

to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

•

to provide information about the quality of, and potential variability of, a company's earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance.

Operating and Financial Review and Prospects, page 31 (continued)

3.

We note numerous references in this section to the MD&A of 2013 filed with the Canadian Securities Regulators. It is unclear if you are attempting to incorporate by reference information from another filing. To the extent you are attempting to incorporate information by reference, tell us how your disclosure is consistent with Exchange Act Rule 12b-23 or include this information in future filings.

5

Response:

With respect to Rule 12b-23, we did not intend to incorporate by reference to the MD&A of 2013. The cross-references were inadvertent and we will include any required information in future filings. The requirements of to Rule 12b-23 will be revised for future filings.

Trend Information, page 35

4.

Please revise future filings to provide an enhanced discussion of known trends, uncertainties, demands, commitments or events that management views as most reasonably likely to have a material effect on the company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources. For example, you state that Blanket’s cash operating costs in Q4 increased compared to the preceding and comparable quarters due to reduced production and higher labor and consumable costs incurred in the quarter. If reduced production or certain higher costs are a known material trend or uncertainty, please describe. For guidance, refer to SEC Release 33-8350. Please also provide us with your proposed language.

Response:

Item 5D requires that the Company identify the most significant recent trends in production, sales and inventory, the state of the order book and costs and selling prices since the latest financial year. The Company also should discuss, for at least the current financial year, any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Our proposed language for future filings is provided below:

As a result of completion of the no. 4 shaft Expansion Project in late 2010, the underground mining areas can now produce up to 1,200 tons of ore daily using predominantly long-hole stoping methods. Blanket Mine now produces approximately 45,000 ounces of gold per year and is implementing a four year expansion program to progressively increase gold production to 48,000 ounces in 2014 and 52,000 ounces in 2015 and beyond.

The surplus capacity of the Blanket leach section and crushing and milling plant enables it to immediately treat additional feed material.  There is upward pressure on costs, taxes and regulatory fees in Zimbabwe and the regulatory environment is subject to unexpected adverse changes.  Nevertheless, Blanket Mine has surplus metallurgical plant capacity and is sufficiently cash flow positive if the investment climate is acceptable, and could invest in projects with a view to further increase production, thereby helping to maintain downward pressure on the cost per ounce of gold produced at Blanket Mine.

Our ability to meet production targets could be impacted by, amongst other factors, failure to achieve the production targets set, unforeseen changes in ore grades and recoveries, unexpected changes in the quality or quantity of reserves, technical production issues, environmental and industrial accidents and environmental factors.

6

Controls and Procedures, page 56

Management’s Annual Report on Internal Control over Financial Reporting, page 56

5.

We note that your management assessed the effectiveness of your internal control over financial reporting as of December 31, 2013 using “an internationally acceptabl

September 17 , 2014

Via E -Mail
Mr. Steven Curtis
Chief  Financial Officer
24 Ninth Street
Lower Houghton
Johannesburg , Gauteng 2198
South Africa

Re: Caledonia Mining Corporation
 Form 20-F for the Year Ended December  31, 2013
Filed May 15 , 2014
File No. 000-1334 5

Dear Mr. Curtis :

We have reviewed your filing  and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment s apply  to your facts and circumst ances, please tell us why in your response.

After reviewing any information you provide in response to the se comment s, we may
have additional comments.

Form 20 -F for the Year Ended December 31, 2013

Operational Review and Results of Operation, page 23

Production Costs, page 25

1. We note you disclose non -IFRS measures such as “On -Mine Cash Cost per Ounce ,” “All-
in Sustaining Cost per Ounce ,” and “All -in Cost per Ounce” for your Blanket
mine.  Please provide additional disclosures as required by Item 10  (e) of Regulation S -K.
We were unable to locate the cross -referenced “Section 10 of the MD&A  of 2013 ” which
appeare d to inclu de the explanatory disclosures.

Steve n Curtis
Caledonia Mining Corporation
September 17 , 2014
Page 2

 Operating and Financial Review and Prospects, page 31

2. Please revise your future filings to provide a more detailed explanation of the material
factors that have affected your financial condition and results of operations for the
periods covered by the financial statements.  For example, describe in greater de tail the
reasons for the increases in production costs in 2013, such as labor and consumable costs.
Also discuss unusual or infrequent events or new developments that materially affect
your income.  For example, you disclose that your all -inclusive costs f or 2013 increased
primarily due to the CSI donation, without further analysis as to whether this was a one -
time event or may continue in the future and the impact on future income.   Refer to Item
5 of Form 20 -F and SEC Release No. 33 -8350, available at www.sec.gov./rules/interp/33 -
8350.htm .   Please also provide us with your proposed language.

3. We note numerous references in this section to the MD&A of 2013 filed with the
Canadian Securities Regu lators.  It is unclear if you are attempting to incorporate by
reference information from another filing.  To the extent you are attempting to
incorporate information by reference, tell us how your disclosure is consistent with
Exchange Act Rule 12b -23 or include this information in future filings.

Trend Information, page 35

4. Please revise future filings to provide an enhanced discussion of known trends,
uncertainties, demands, commitments or events that management views as most
reasonably likely to have a  material effect on the company’s net sales or revenues,
income from continuing operations, profitability, liquidity or capital resources. For
example, you state that Blanket’s cash operating costs in Q4 increased compared to the
preceding and comparable q uarters due to reduced production and higher labor and
consumable costs incurred in the quarter.   If reduced production or certain higher costs
are a known material trend or uncertainty, please describe.  For guidance, refer to SEC
Release 33 -8350.  Pleas e also provide us with your proposed language.

Steve n Curtis
Caledonia Mining Corporation
September 17 , 2014
Page 3

 Controls and Procedures, page 56

Management’s Annual Report on Internal Control over Financial Reporting , page 56

5. We note that your management assessed the effectiveness of your internal control
over financ ial reporting as of December 31, 2013 using “ an internationally
acceptable framework considered appropriate for the group .”  Please clarify what
framework was used to evaluate internal control over financial reporting for the year
ended December 31, 2013.   Refer to Item 15(b)(2) of Form 20 -F for guidance.

Financial Statements, page 59

Note 5. Blanket Zimbabwe Indigeniz ation Transaction, page F -25

6. We note that as a result of the Indigenization and Economic Empowerment Act 2007
passed by the Zimbabwean parliament, 51% shareholding of Blanket Limited (“Blanket
Mine”) was acquired by the Indigenization Shareholders in 2012 and you now have 49%
ownership intere st in the Blanket Mine.  In addition, effective November 14, 2012, four
Zimbabweans were appointed to the Board of Directors of Blanket Limited, the other
four directors were appointed by Caledonia.    However, you continue to consolidate
Blanket Mine as yo u believe that you retain control at board level .  We note you assessed
the criteria in IFRS 10 and concluded that consolidation continued to be appropriate.
Please explain to us the basis for your conclusion and tell us how you determined that the
three elements for control under paragraph 7 of IFRS 10 were met.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the  filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules 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.

Steve n Curtis
Caledonia Mining Corporation
September 17 , 2014
Page 4

 In responding to our comment s, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the dis closure in the filing;

 staff comments or changes to disclosure in response to staff comments 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 i nitiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Julie Marlowe at (202) 551 -5395 or Joanna Lam  at (202) 551 -3476 if
you have questions regarding comments on the financial statements and relat ed matters.  Please
contact Ruairi Regan at (202) 551 -3269 or Brigitte Lippmann  at (202) 551 -3713 with any other
questions.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

July 21, 2011
 Via E-mail

 Mr. Carl R. Jonsson  Secretary and Director,  1710 -1177 West Hastings Street  Vancouver, B.C. Canada V6 E21
 Re: Caledonia Mining Corporation
  Form 20-F for the Fiscal Year Ended December 31, 2009
Filed June 23, 2010
  File No. 0-13345

Dear Mr. Jonsson:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
         / s /  K a r l  H i l l e r           K a r l  H i l l e r          B r a n c h  C h i e f

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   MD Filed by Filing Services Canada Inc.  (403) 717-3898

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MD Filed by Filing Services Canada Inc.  (403) 717-3898

TUPPER JONSSON  & YEADON

BARRISTERS & SOLICITORS

AN ASSOCIATION OF LAWYERS AND LAW CORPORATIONS

CARL R. JONSSON*

LEE S. TUPPER*

GLENN R. YEADON*

PAMELA JOE

DAVID A. AUSTIN

* denotes a Personal Law Corporation

 1710 - 1177 WEST HASTINGS STREET

VANCOUVER, B.C., CANADA

V6E 2L3

Tel: (604) 683-9262

Fax: (604) 681-0139

E-mail:  jonsson@securitieslaw.bc.ca

REPLY ATTENTION OF:

Carl R. Jonsson

Direct Tel:  (604) 640-6357

OUR FILE:

153-1

March 16, 2011

United States Securities and Exchange Commission

Washington, DC  20549

USA

By fax to:  (202) 772-9368

Attention:

Mr. Karl Hiller

Dear Mr. Hiller:

Re:

Caledonia Mining Corporation (“Caledonia”)

Amendment No. 2 to Form 20-F for fiscal year ended December 31, 2009

Filed June 23, 2010

Your File:  000-13345

As a result of the various letters that we have exchanged with you we have completed the preparation, for filing, of Amendment No. 2 of the Company’s 2009 20-F Annual Report.

We are filing this letter and Amendment No. 2 on EDGAR.  We are today couriering to you hard copies of the new version - clean and blacklined.

Yours truly,

TUPPER JONSSON & YEADON

“Carl R. Jonsson”

Per:

Carl R. Jonsson

CRJ:lrh

M a r c h  4 ,  2 0 1 1

Mr. Carl R. Jonsson
Secretary and Director, 1710 -1177 West Hastings Street Vancouver, B.C., Canada
V6 E21.

 Re: Caledonia Mining Corporation
  Form 20-F/A for the Fiscal Year ended December 31, 2009
Filed October 1, 2010 Response letter dated March 1, 2011
  File No. 000-13345

Dear Mr. Jonnson,
We have reviewed your response letter and have the following comment.  We ask that
you provide us with additional information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 20-F/A for the Fiscal Year ended December 31, 2009

Information on the Company, page 10

Business Overview, page 11

Reserves – Blanket Mine

1. We have read the response material you provided on March 1, 2011, including the
disclosure you propose to include in an amen dment to your annual re port, clarifying that
you have not prepared a current mineral rese rve estimate for any date subsequent to
December 31, 2006.  You also indicate that you believe the effect of using the straight
line method rather than the units-of-producti on method of calculating DD&A for 2009 is
not material.

Mr. Carl R. Jonsson Caledonia Mining Corporation
March 4, 2011 Page 2

As previously explained, we  believe that you need to include a current estimate of
mineral reserves in your f iling to comply with your re porting obligations under the
Securities Exchange Act.  We understand fr om our phone conference on February 28,
2011 that investors are not able to fully rely on the estimates that you will present in the
roll-forward schedule due to your  failure to calculate the effects of changes in factors
utilized to compute your origin al estimate.  If the disclo sure and amendment you propose
are intended as interim measures until you complete your reserve study then please
expand that disclosure to clarify – it should be clear when you expect to amend the filing
again to include your estimate of  reserves as of December 31, 2009.

As for your analysis of the accounting implica tions, we believe that you need to address
all years presented in the filing and any carry-over differences from earlier years.  In the
materials you submitted you describe your co mputation of the accounting effects under
the units-of-production method as being “bas ed on planned production tonnes.”  As the
meaning of this statement is unclear, we would like you to explain how the factors
utilized in your computation compare to ac tual production in each period; and since you
do not have a current estimate of the reserv e base for any of the years presented, we
would like you to further explain the extent  of support for your view on materiality.

It appears that any in terim disclosure would need to a ddress the uncertain ties inherent in
your accounting for DD&A – that your accounti ng results may differ from those that
would have been reported under the units-of- production method – and advise readers that
you will evaluate the accounting and determine whether there were material differences
once you have an accurate estimat es of your mineral reserves.
 Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments 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 federa l securities laws of  the United States.

Mr. Carl R. Jonsson Caledonia Mining Corporation March 4, 2011 Page 3

You may contact George K. Schuler Mining Engineer, at (202) 551-3718 if you have
questions regarding the comments on your property disclosures.  Please contact me at (202) 551-
3686 with any other questions.
         S i n c e r e l y ,
Karl Hiller Branch Chief

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

DIVISION OF
CORPORATION FINANCE
          December 22, 2010

Mr. Johnson
Vice President Finance  67 Yonge Street, Suite 1201 Toronto, Ontario  Canada M5E 1J8
 Re: Caledonia Mining Corporation
  Form 20-F/A for the Fiscal Year ended December 31, 2009
Filed October 1, 2010 Response letters dated September 27, 2010 and December 8, 2010
  File No. 000-13345

 Dear Mr. Johnson
We have reviewed your amendment and response letters and have the following
additional comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments a pply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.    Form 20-F/A for the Fiscal Year ended December 31, 2009

 Reserves – Blanket Mine

 1. We understand from your disclosure and response letters that you did not update your
estimates of mineral reserves as of year-end and that you have been using the straight-line method of computing DD&A of producing property costs for Canadian and U.S.
GAAP.  As discussed in our telephone conversation on December 21, 2010, we believe that you need to disclose current estimates of proven and probable reserves to comply with the Form 20-F disclosure requirements; and that you need to utilize the units-of-production method of computing DD&A of pr oducing property costs for purposes of

Mr. Johnson
Caledonia Mining Corporation December 22, 2010 Page 2

presenting your results under U.S. GAAP in your reconciliation in Note 21 to your financial statements.

The guidance in Form 20-F, General Instructi on C(b), states that "Unless an item directs
you to provide information as of a specific date or for a specific period, …give the information in an annual report as of the latest practicable date."  Instruction 1(a) to Item 4.D of Form 20-F, also requires disclosure  of "…material information about production,
reserves, locations, developments and the nature of your interest.”  And the following guidance from Industry Guide 7, applicable by way of the Instruction to Item 4 of Form 20-F, clarifies the reporting requirement for reserve information:

• Paragraph (b)(4)(i) of Industry Guide 7 requires a "…description of the present
condition of the property, the work completed by the registrant on the property, the registrant's proposed program of explorati on and development, and the current state
of exploration and/or development of the property."

• Paragraph (b)(5) of Industry Guide 7 requires a description of the "…existing or
potential economic significance on the property, including the identity of the principal metallic or other constituents insofar as known," also stating that if reserves have been established, disclose "…the estimated tonnages and grades (or quality, where appropriate) of such classes of reserves…."

We do not believe the aforementioned guidance accommodates a practice of not disclosing reserve information that is current as of the end of the period covered by your report.  We also do not see support for a view that reserves as of the end of the period, and changes in reserves during the period, would not constitute material information requiring disclosure pursuant to Item 4.D.  Given the interrelatedness of accounting and mineral reserve measurements necessary to comply with U.S. GAAP, coupled with the specific disclosure requirements cited above, we ask that you amend your filing to update your reserve information through December 31, 2009, the end of your fiscal year.

In your December 6, 2010 response letter you clarify that DD&A costs for the Blanket Mine are being calculated using the straight-line method over an estimated 15 year life, based on your initial estimate.  You explain that the unit-of-production method was not selected because “…the total reserves were not determinable because ore bearing structures of the Mine are open at depth and laterally.”  We believe that mine development costs need to amortized based on the reserves established in the area of production and which are accessible by virtue of the development that has occurred, using the units-of-production methodology to comply with FASB ASC 360-10-35-4 under U.S. GAAP.  When further development occurs and results in incremental reserves, the related costs should be amortized over the incremental reserves using the units-of-production method as these are produced.  The acquisition costs of mineral

Mr. Johnson
Caledonia Mining Corporation December 22, 2010 Page 3

properties and mineral rights should generally be apportioned to the areas of interest at the time incurred and in subsequent periods assessed for impairment as needed and amortized accordingly.  However, the costs of exploration rights having a limited term, if properly capitalized as mineral rights under U.S. GAAP, should be amortized on a straight-line method using the period over which exploration is planned to occur.  We expect that you will need to revise your U.S. GAAP accounting to adhere to this guidance.  If you believe that the differences between the results of using your straight-line method and those which would have been calculated under the units-of-production method are not sufficiently material to require restatement, please submit your analysis and underlying computations.
 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules 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 responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in  response to staff comments 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.
 You may contact George K. Schuler Mi ning Engineer, at (202) 551-3718 if you have
questions regarding the comments on your property disclosures.  Please contact me at (202) 551-
3686 with any other questions.          S i n c e r e l y ,
Karl Hiller Branch Chief

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MD Filed by Filing Services Canada Inc.  (403) 717-3898

        CALEDONIA MINING CORPORATION

      SUITE 1710

        1177 WEST HASTINGS STREET

        VANCOUVER, B.C., CANADA V6E 2L3

        TEL 1 604 640 6357

        FAX 1 604 681-0139

      P O BOX 834

        SAXONWOLD 2132

        SOUTH AFRICA

        TEL. 27 11 447 2499

        FAX. 27 11 447 2554

December 8, 2010

Securities and Exchange Commission

Washington D.C.

20549

Attention: Mr. K. Hiller

Re: Caledonia Mining Form 20-F File No. 000-13345

Dear Mr. Hiller

We refer to your letter dated November 19, 2010.

We confirm that our financial statements reflect amortization of costs for mining property and equipment for each period.

The depreciation of the Blanket Mine has been calculated based on a straight-line basis over the estimated 15 year life of the mine.

The unit-of-production method you referred to and is disclosed in our significant accounting policies was used in the past for another producing mine which was sold in a prior period.  The unit-of-production method is also not being used for the Blanket Mine because the total reserves were not determinable because ore bearing structures of the Mine are open at depth and laterally,

A 15 year amortization period has been used for the Blanket Mine based on the Company’s initial estimate of the life of the mine, the chronic economic conditions in Zimbabwe, the periodic electricity supply issues, lack of sufficient working capital funding, extensive capital expenditure requirements to off-set historic underspending and expectations on the Company’s ability to operate this mine at an optimal level.

The financial statements do not clearly enough present the accounting policy and we will amend the disclosure of this policy in the 2010 annual financial statements.  The Company will continue to monitor the appropriateness of its amortization method for the Blanket Mine as we obtain additional information in the future.

The amortization calculations based on the fifteen year straight-line calculation, as disclosed in Note 3 of the 2009 financial statements, are as follows:

2009

$5,006 /15 + amortization on additions

= $340K

2008

$4,951 /15 + amortization on additions

= $303K

We trust this answers your questions.

Yours sincerely

“S.R. Curtis”

S R Curtis

VP Finance and Chief Financial Officer

CORRESP
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MD Filed by Filing Services Canada Inc.  (403) 717-3898

TUPPER JONSSON & YEADON

BARRISTERS & SOLICITORS

AN ASSOCIATION OF LAWYERS AND LAW CORPORATIONS

CARL R. JONSSON*

LEE S. TUPPER*

GLENN R. YEADON*

PAMELA JOE

DAVID A. AUSTIN

* denotes a Personal Law Corporation

 1710 - 1177 WEST HASTINGS STREET

VANCOUVER, B.C., CANADA

V6E 2L3

Tel: (604) 683-9262

Fax: (604) 681-0139

E-mail:  jonsson@securitieslaw.bc.ca

    REPLY ATTENTION OF:

Carl R. Jonsson

Direct Tel:  (604) 640-6357

OUR FILE:

153-1

September 27, 2010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C., U.S.A.

20549

Dear Sirs:

Re:

Caledonia Mining Corporation  (“Company”)

Form 20-F – Annual Report Amendment No. 1

File No. 013345

On behalf of the Company we submit herewith for filing with you the Amendment No. 1 of the Company’s 20-F Annual Report dated September 27, 2010.

Also submitted herewith is a letter from the Company dated September 27, 2010 commenting on the 20-F Amendment No. 1.

Yours truly,

TUPPER JONSSON & YEADON

“Carl R. Jonsson”

Per:

Carl R. Jonsson

CRJ:lrh

Encl.

CORRESP
1
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MD Filed by Filing Services Canada Inc.  (403) 717-3898

CALEDONIA MINING CORPORATION

SUITE 1201

P O BOX 834

67 YONGE STREET, TORONTO,

SAXONWOLD 2132

ONTARIO, CANADA  M5E IJ8

SOUTH AFRICA

TEL 1 416 369 9835

TEL. 27 11 447 2499

FAX 1 416 369 0449

FAX. 27 11 447 2554

September 27, 2010

Securities and Exchange Commission

Washington D.C.

20549

Attention: Mr. K. Hiller

Re: Caledonia Mining Corporation Form 20-F Annual Report Amendment No. 1 -

File No. 000-13345

Dear Mr. Hiller

This is in response to your letter dated August 24, 2010.  The reference numbers used below in this letter conform to the clause numbering used in your letter.  We have amended our 2009 20-F Annual Report and we are filing a copy of it with you simultaneously - together with a blacklined copy showing the revisions we have done.  In the “Amendment No. 1” - dated September 27, 2010:

2.

We have prepared a number of tables on our three material properties which are included as Exhibit #14g to give all the necessary data pertaining to the material properties.

3.

As we can find no reference to 2007 reserves under the property Geology section we assume you were referring to Exhibit 14e which deals with Blanket’s technical report issued by Mr. D Grant in June 2006. The original 2009 Form 20-F contained a table dated December 2007 which was updated in error. As we are not permitted to change the content of Mr. Grant’s report, although Exhibit 14e is a summary of the report, we have amended the table to match the table in the full report as published on our website. We have also inserted a summary, including the relevant tables, of Mr. Grant’s technical report on Nama anomalies A and C dated May 1, 2007, and in addition we have inserted a new Exhibit 14f which relates to the resources statement in the Rooipoort Technical report.

4.

As we do not have an updated independent verification of reserve and resource figures for Blanket Mine we have decided not to disclose an updated table or reconciliation of internally generated reserves and resources. We will only be in a position to publish a new technical report on reserves and resources once the current drilling program is complete and has been verified independently.

5.

To comply with your request specific reporting processes are being introduced and we will publish this newly captured data in Caledonia’s 2010 Form 20-F.

6.

With reference to the Konkola East disclosure we believe we have complied with all four points as detailed in your letter. We do agree that we have not commented on the relevance of the data and have added the following statement; “this information is provided for the benefit of all shareholders as some of this information may already be in the public domain but we cannot comment on its reliability.”

7.

We have inserted the Cautionary Note to U.S. Investors into Exhibit #14d as requested and separated the data for indicated and referred resources into two separate tables.

8.

We have inserted appropriate wording in the text and have included an additional summary report for Anomaly C in Exhibit 14d.

We have updated our website to include the requested Cautionary Note to U.S. Investors in three places. We will also ensure that the relevant Cautionary Note to U.S. Investors wording is included in future press releases as and when required.

We trust you will find that our new 20-F Annual Report Amendment No. 1 satisfies all of your requirements.

Yours sincerely

CALEDONIA MINING CORPORATION

“S.R. Curtis”

S R Curtis

VP Finance and Chief Financial Officer

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

DIVISION OF
CORPORATION FINANCE
          August 24, 2010

Mr. Steve Curtis
Vice President Finance, Chief Financial Officer  67 Yonge Street, Suite 1201 Toronto, Ontario  Canada M5E 1J8
 Re: Caledonia Mining Corporation
  Form 20-F for Fiscal Year Ended December 31, 2009
Filed June 23, 2010
  File No. 000-13345

 Dear Mr. Steve Curtis,
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.”   Engineering Comments

Form 20-F for Fiscal Year Ended December 31, 2009

General

1. We note that your website and some press releases refer to or use the terms “measured,” “indicated,” and “inferred,” resources.  If you continue to make references on your web

Mr. Steve Curtis
Caledonia Mining Corporation
August 24, 2010 Page 2

site or press releases to reserve measures other than those recognized by the SEC, please accompany such disclosure with the following cautionary language:

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F which may be secured from us, or on the SEC website at http://www.sec.gov/edgar.shtml
.

Please indicate the location of this cautionary language in your response.
 Property Geology, page 13

 2. Please disclose the following information for each of your material properties:

• The nature of your ownership interests.

• A description of all salient terms of the agreements under which those interests are held and those which govern the receipt or payment of royalties.

• The process by which mineral rights are acquired at this location and the basis and duration of your mineral rights, surface rights, mining claims, or concessions.

• An indication of the type of claim or conce ssion such as placer or lode, exploration or
exploitation, also whether the mining claims are State or Federal mining claims, patented or unpatented claims, mining leases or mining concessions.

• Identifying information, such as the property names, claim numbers, grant numbers, mining concession name or number, and the dates of recording and expiration; there should be sufficient specificity to enable th e claims to be distinguished from other
claims that may exist in the area or your properties.

• The conditions that must be met to retain your claims or leases, including quantification and timing of all necessary payments, annual maintenance fees, and the person who is responsible for paying these fees.

• The area of your claims, either in hectares or in acres.

Mr. Steve Curtis
Caledonia Mining Corporation
August 24, 2010 Page 3

Please ensure that you discuss the material terms of the land or mineral rights securing agreements, as required under paragraph (b)(2) of Industry Guide 7.
 3. We note your statement regarding your 2007 reserves in this section as compared to your website, www.caledoniamining.com
 which lists your 2008 reserves.  It appears the
information contained in your filing does not reflect information currently available on your website and is not updated or current for your company’s fiscal year.  This does not serve to provide timely and complete information to investors.  Please disclose your updated reserve estimates which coincide with your current fiscal year and tell us whether the more recent estimates have been utilized in computing DD&A for your producing assets.  In addition, please include complete resource estimates for your material properties, such as your NANA (Anomalies A, C, & D) and the Mokopane or Rooipoort properties.  If these properties are not material, please include a statement to that effect with your filing.
 4. In addition to your outdated reserve estimate, you state your resource and reserve estimates have been depleted by production and that additional exploration work has replenished your resources and reserves.  Please provide the reconciliation of your resources and reserves as compared to your production, on which this statement is based.  Please provide your fixed volume ore comparis on, associated call factors, and economic
parameters which affected your reconciliation.
 Safety and Health, page 15

 5. We note your safety performance statistics and request you include the appropriate man-hours for these operations.  Please expand your disclosure by discussing the safety and occupational requirements in the countries in which you operate and the safety programs your company employs to achieve these requirements.  In an appropriate section of your filing, please include a discussion of your safety performance referencing capital expenditures, safety programs, and statistical measures your organization utilizes to monitor performance.  It would be helpful to include safety statistics, such as a total injury frequency rate, lost-time injury frequency rate, and a fatal injury frequency rate, if these metrics are available.
 Konkola East, page 20

 6. With the passage of National Instrument 43-101 (NI 43-101) disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the criteria in Instruction 3 to paragraph (b)(5) of Industry Guide 7.  However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of NI 43-101.  Since you disclose that the information in this section is not in compliance, you may need to remove disclosure of the related estimates.

Mr. Steve Curtis
Caledonia Mining Corporation
August 24, 2010 Page 4

Please note that NI 43-101 permits disclosure of a non-compliant historical estimate made prior to its adoption if the discloser:

• Identifies the source and date of the historical estimate

• Comments on the relevance and reliability of the historical estimate

• States whether the historical estimate uses categories other than those prescribed by NI 43-101

• Includes any more recent estimates or data available.

Exhibit #14d - Summary, page 67

7. 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 technical, legal, and economic meaning, and non-reserve mineralization.  If you choose to retain the non-reserve information, please reposition this information to a separately titled section, having disclosure of your measured and indicated mineral resources, apart from your inferred mineral resources, using separate tables and narratives.  Please ensure that resources are only reported as “in-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 include cautionary disclosure, prominently displayed above each table, clarifying that your mineral resources, whether measured and indicated or inferred, while disclosed pursuant to Canadian requirements, are not recognized terms within the definitions prescribed by the SEC, and are not reserves.  Please emphasize the uncertainty of whether your measured and indicated mineral resources will 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.

Please include language similar to the following, modified as necessary to reflect your particular circumstances, above the Measured and Indicated Mineral Resources table:

Cautionary Note to U.S. Investors concerning estimates of Measured and
Indicated Resources.  This section uses the terms “measured resources” and
“indicated resources.”  We advise U.S. investors that these terms are not

Mr. Steve Curtis
Caledonia Mining Corporation
August 24, 2010 Page 5

recognized by the U.S. Securities and Exchange Commission.  The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves.  U.S. investors are cautioned not to assume that mineral resources in these categories will be converted into reserves.

Please include language similar to the following, modified as necessary to reflect your particular circumstances, above the Inferred Mineral Resources table:

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources.
This section uses the term “inferred resources.”  We advise U.S. investors that this term is not recognized by the U.S. Securities and Exchange Commission.  The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources.  U.S. investors are cautioned not to assume that estimates of inferred mineral resources exist, are economically minable, or will be upgraded into measured or indicated mineral resources.
 8. We note your disclosure focused on the highe r grade iron oxide portion of Nana property
Anomaly D.  Please explain in your text the significance of this particular resource or
mineral type as compared to the remainder of the mineralization in Anomaly D.  In addition, please include a summary report for Anomaly C to complete your resource estimate for the Nana property.
  Closing Comments

 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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 they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. Steve Curtis
Caledonia Mining Corporation August 24, 2010 Page 6

 ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments 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.
You may contact George K. Schuler Mining Engineer, at (202) 551-3718 with questions
about the engineering comments.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,
 Karl Hiller Branch Chief

CORRESP
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TUPPER JONSSON & YEADON

BARRISTERS & SOLICITORS

AN ASSOCIATION OF LAWYERS AND LAW CORPORATIONS

CARL R. JONSSON*

LEE S. TUPPER*

GLENN R. YEADON*

PAMELA JOE

DAVID A. AUSTIN

* denotes a Personal Law Corporation

 1710 - 1177 WEST HASTINGS STREET

VANCOUVER, B.C., CANADA

V6E 2L3

Tel: (604) 683-9262

Fax: (604) 681-0139

E-mail:  jonsson@securitieslaw.bc.ca

REPLY ATTENTION OF:

Carl R. Jonsson

Direct Tel:  (604) 640-6357

OUR FILE:

153-1

June 21, 2010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C., U.S.A.

20549

Dear Sirs:

Re:

Caledonia Mining Corporation (“Company”)

Form 20-F – Annual Report

File No. 0-13345

On behalf of the Company we submit herewith for filing with you the Company’s 20-F Annual Report dated May 31, 2010.

Yours truly,

TUPPER JONSSON & YEADON

“Carl R. Jonsson”

Per:

Carl R. Jonsson

CRJ:lrh

Encl.

CORRESP
1
filename1.htm

CC Filed by Filing Services Canada Inc. 403-717-3898

TUPPER JONSSON & YEADON

BARRISTERS & SOLICITORS

AN ASSOCIATION OF LAWYERS AND LAW CORPORATIONS

CARL R. JONSSON*

LEE S. TUPPER*

GLENN R. YEADON*

PAMELA JOE

DAVID A. AUSTIN

* denotes a Personal Law Corporation

 1710 - 1177 WEST HASTINGS STREET

VANCOUVER, B.C., CANADA

V6E 2L3

Tel: (604) 683-9262

Fax: (604) 681-0139

E-mail:  jonsson@securitieslaw.bc.ca

REPLY ATTENTION OF:

Carl R. Jonsson

Direct Tel:  (604) 640-6357

OUR FILE:

153-1

September 24, 2008

United States Securities and Exchange Commission

By fax to:

100 F Street, N.E.

(202) 772-9368

Washington, D.C., U.S.A.

20549

Attention:

Carl Hiller

Dear Mr. Miller:

Re:

Caledonia Mining Corporation (“Company”)

Form 20-F – Annual Report Amendment No. 1

File No. 0-13345

Further to our telephone conversation earlier today I have altered the wording of Item 15(a) and attach a new copy of the page containing the revised paragraphs.  All of the revisions that I have done are in the first two paragraphs.  If you now find this revised wording acceptable please advise me.  I will have to refer the revisions back to Caledonia’s Disclosure and Audit Committees – as well as the external advisors.  Assuming that they all agree with the wording that you and I have established I will refile the 20-F Annual Report as Amendment No. 2.

Thank you for your assistance in this matter.

Yours truly,

TUPPER JONSSON & YEADON

“Carl R. Jonsson”

Per:

Carl R. Jonsson

CRJ:lrh

Encl.

- 2 -

15

CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures.

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2007, pursuant to the certification requirements of Canadian Multilateral Instrument 52-109 and the requirements of the SEC.

The CEO and CFO concluded, based on their evaluation, and because the original version of this 20-F Annual Report did not contain Management’s annual report on internal control over financial reporting, that the Company’s disclosure controls and procedures were not effective as of December 31, 2007.  After communicating with SEC staff, Management engaged the services of additional outside advisors to obtain more specific and detailed advice as to the requirements for disclosure controls and procedures.  Management believes that the Company now has in place, as of the date of filing this Amendment, effective disclosure controls and procedures.

Also based on their evaluation the CEO and CFO have determined that the Company had insufficient personnel to ensure appropriate segregation of duties within the Financial Reporting and Review Process.  Specifically, the responsibilities assigned to the Company’s CFO include substantially all financial statement and note creation functions.  No additional personnel in the Company, apart from the members of the Audit Committee, perform functions at a level of precision and involvement that would adequately prevent or detect immaterial misstatements on a timely basis.  As an additional result of the insufficient personnel the Company did not maintain formal policies and procedures regarding end-user computing control over the access to, completeness, accuracy, validity, and review of, certain spreadsheet information that supports the financial reporting process.  In 2008 the Company experienced and discovered an operational deficiency that caused the 2007 Form 20-F Annual Report to be filed prior to it being approved by the Disclosure Committee.

Management has concluded that, despite the lack of segregation of duties and computing controls, a material misstatement in financial reporting is not a “reasonable possibility” (as defined in applicable SEC guidance).  The Blanket Mine (which is operated by the Company’s wholly owned subsidiary Blanket Mine (1983) (Private) (Limited) is the Company’s only operating mine and preparation of its operating results is performed by the CFO of the subsidiary and an accounting team in Zimbabwe.  These results are reviewed by Company management and then incorporated into the consolidated financial statement of the Company.

The Company has a Disclosure Committee consisting of four Directors and one Officer, and has disclosure controls and procedures which it follows in an attempt to ensure that it complies with all required disclosures on an adequate and timely basis.  The Company’s Directors and Management, and the Disclosure Committee, are making all reasonable efforts to ensure that the Company’s disclosures are made in full compliance with the applicable rules and requirements.  All reasonable efforts are also being made to ensure that the Company’s disclosure controls and procedures provide reasonable assurance that the material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Certifying Officers by others within those entities and to allow timely decisions regarding required disclosures.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

 October 9, 2008

Mr. Steven Curtis Chief Financial Officer Caledonia Mining Corporation 1710-1177 West Hastings Street Vancouver, B.C. Canada V6E 2L3
 Re: Caledonia Mining Corporation
Form 20-F for the Year Ended December 31, 2007
Filed May 9, 2008 File No.  000-13345

Dear Mr. Curtis:

We have completed our review of your Form 20-F and related filings and have no
further comments at this time.
          S i n c e r e l y ,
                   Karl Hiller           B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

 July 21, 2008

Mr. Steven Curtis Caledonia Mining Corporation 1710-1177 West Hastings Street Vancouver, B.C. Canada V6E 2L3
 Re: Caledonia Mining Corporation
Form 20-F for the Year Ended December 31, 2007
File No.  000-13345

Dear Mr. Curtis:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to the disclosures pertaining to the evaluation of your internal control over financial reporting.
 Specifically, we have reviewed your filing to determine if you conducted the
evaluation of your internal control over financial reporting, as required by Exchange Act Rules 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiveness of your internal control over financial reporting, as required by Item 15(b) of Form 20-F.  Where indicated, we think you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explanation as to why a revision is not necessary.  Please be as detailed as necessary in your explanation.
Form 20-F for the Fiscal Year Ended December 31, 2007

Controls and Procedures, page 38

1. We note from your disclosure that management has not conducted an evaluation
nor provided an assessment of internal control over financial reporting as of December 31, 2007
.  Since you were required to file or filed an annual report for
the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's report on internal control over financial

Mr. Curtis
Caledonia Mining Corporation
July 21, 2008 Page 2

reporting.  In performing your evaluation, you may find the following documents helpful:

ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at
http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guide for Small Business” brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml
).
 Finally, we note that you filed your Principal Executive Officer and Principal Financial Officer certifications under Item 19 of Form 20-F.  Please revise these certifications to include the introductory language of paragraph 4 and the language of paragraph 4(b), as set forth in Exhibit Instruction 12.  NFR, KH:  Ok
2. We note that you have not disclosed a conclusion about the effectiveness of your disclosure controls and procedures.  Please comply with Item 15 or 15T of Form 20-F, as applicable.  Also update the cover of your filing to indicate whether you are a large accelerated filer, accelerated filer, or non-accelerated filer.

Please note that the failure to perform or complete management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.

Closing 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Curtis
Caledonia Mining Corporation July 21, 2008 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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 they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
ƒ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
ƒ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
ƒ 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 You may contact Joanna Lam, Staff A ccountant, at (202) 551- 3476 or me at
(202) 551- 3686 if you have questions regarding these comments.
         S i n c e r e l y ,
                   Karl Hiller           B r a n c h  C h i e f

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 23, 2007

By US Mail and Facsimile

Carl R. Jonsson
Tupper Jonsson & Yeadon Barristers & Solicitors An Association of Lawyers and Law Corporations 1710 - 1177 West Hastings Street Vancouver, B.C. V6E 2L3 Tel: (604) 640-6357 Fax: (604) 681-0139

Re: Caledonia Mining Corporation
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed April 21, 2006
Response letter filed 3/9/07
 File No. 0-13345

Dear Mr. Jonsson:

 We have completed our review of your Form 20-F and related filings and do not, at this time, have any further comments.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f

CORRESP
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CALEDONIA MINING CORPORATION

SUITE 1201

P O BOX 834

67 YONGE STREET, TORONTO,

SAXONWOLD 2132

ONTARIO, CANADA  M5E IJ8

SOUTH AFRICA

TEL 1 416 369 9835

TEL. 27 11 447 2499

FAX 1 416 369 0449

FAX. 27 11 447 2554

May 17, 2007

United States Securities and Exchange Commission

BY EDGAR

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C., U.S.A.

20549-7010

Dear Sirs:

Re:

Caledonia Mining Corporation (“Caledonia”)

File No. 0-13345

We are submitting herewith an Amended Information Circular dated April 20, 2007, prepared by the Company in relation to its Annual General Meeting to be held May 31, 2007.  After the original Information Circular was published it was discovered that there had been some blanks left in the document omitting certain details.  Accordingly the corrected revised Information Circular is now submitted to you for filing.

The omissions which have now been completed were with respect to the 2006 compensation of Company Officers Stefan Hayden and Steve Curtis, the disclosure that Stefan Hayden held, at December 31, 2006, exercisable options entitling him to purchase up to 4,175,000 shares in the capital of the Company, and that Company Chairman, Rupert Pardoe, also is a Director of Platmin Limited.

Yours truly,

CALEDONIA MINING CORPORATION

“Carl R. Jonsson”

Per:

Carl R. Jonsson, Secretary

CRJ:lrh

CORRESP
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CALEDONIA MINING CORPORATION

SUITE 1201

P O BOX 834

67 YONGE STREET, TORONTO,

SAXONWOLD 2132

ONTARIO, CANADA  M5E IJ8

SOUTH AFRICA

TEL 1 416 369 9835

TEL. 27 11 447 2499

FAX 1 416 369 0449

FAX. 27 11 447 2554

May 3, 2007

Mr. Karl Hiller

VIA EDGAR

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C., U.S.A.

20549-7010

Dear Mr. Hiller:

Re:

Caledonia Mining Corporation (“Caledonia”)

Form 20-F for the Fiscal Year Ended December 31, 2005 (the “20F”)

Filed April 21, 2006

File No. 0-13345

This is in response to your letters to Caledonia dated December 12, 2006 and March 13, 2007.  Referring to the numbering of the Clauses in your letter dated December 12, 2006.

1.

You have raised in this Clause and in your letter dated March 13, 2007, the appropriateness of Caledonia including reserve figures in the 20F for the Barbrook Mine in South Africa.  We have supplied to you copies of two technical reports on the Barbrook property prepared by Caledonia’s independent geological consultants dated March 14, 2004 and March 31, 2005.  The reports have been filed on SEDAR and may be viewed on Caledonia’s website:  www.caledoniamining.com.  These reports independently confirm reserve figures for the Barbrook property.  We understand that, in view of the information in these Reports, you are withdrawing your suggestion that the 20F should be amended to delete the reserve figures.  We also understand that, under these circumstances, it will not be necessary for the Company to address impairment testing with respect to the Barbrook property or to obtain amended December 31, 2005 audited financial statements.

As Caledonia has resolved to not put either the Barbrook or Eersteling gold mines in South Africa back into production, and to instead sell them, the December 31, 2006 20F Annual Report (“New Annual Report”) which is nearing completion will not include any reserve figures for either of those properties.

2.

You asked for more detailed information with respect to Caledonia’s material mineral interests.  As to each of the material mineral interests referred to in the 20F:

(a)

Barbrook Gold Mine:  This property is 100% owned by Caledonia.  It is not subject to any underlying or third party agreements and is not subject to any royalties or encumbrances.  The property covers 2,286 hectares.  It is located in Mpumalanga Province, South Africa, south-east of Johannesburg, near the Swaziland border;

(b)

Eersteling Gold Mine:  This property is 100% owned by Caledonia.  It is not subject to any underlying or third party agreements. The property has an area of approximately 19,000 hectares and is located in northern South Africa, in Limpopo Province, approximately 300 kilometres north of Johannesburg.

(c)

Rooipoort Platinum Property:  Caledonia owns the Prospecting Rights to approximately 7,025 hectares.  Caledonia’s ownership is not subject to any underlying agreements or encumbrances except the payment of annual fees and ultimately, if commercial mining is started, royalties.  This property is also located in Limpopo Province, near Mokopane, approximately 270 kilometers north of Johannesburg, South Africa.

(d)

Nama Cobalt/Copper Property:  The Company owns a 100% interest in the Zambian Retention Licence which covers approximately 80,650 hectares in the Solwezi District, Northwestern Province, Zambia.  Caledonia’s ownership of the Retention Licence is not subject to any underlying agreements or encumbrances. Under Zambian mining laws a Retention Licence grants to the holder the right to prospect and do metallurgical test work.  Under Zambian law a Retention Licence is one of a number of mineral exploration licences available and is for a duration of three years, renewable for another single period of three years. Caledonia’s Retention Licence was granted to it in January, 2007 so would not have to be renewed until January, 2010.  However, Caledonia is presently preparing an application to convert the Retention Licence to a Mining Licence.

(e)

Goedgevonden Diamond Project Property:

Caledonia owns the Prospecting Rights to 737 hectares.  A Prospecting Right has been granted over a further 3,989 hectares but the signing of the registration has been deferred until Caledonia’s Black Economic Empowerment status has been settled.  The property is located in the North Western Province approximately 120 kilometers southwest of Johannesburg, South Africa.

(f)

Kadola, Zambia:  The Kadola Base Metal/Gold Exploration Licence expired in April 2006.  A renewal application has been lodged with the Zambian Mines Department and is waiting for ministerial consent for a renewal as a Large Scale Prospecting Licence over 301,464 hectares in the Copperbelt Province of Zambia.  The new Licence, if and when it is received, will not be subject to any underlying agreements.

(g)

Mulonga Plains Property:  Caledonia owns a 40% interest in this property, which is held by a Large Scale Prospecting Licence  for diamonds and base metals from the Government of Zambia.  The Licence was renewed in 2007.  It covers approximately 2,544,900 hectares.   The 60% owner is Motapa Diamonds Inc.  The ownership is subject to a Joint Venture Agreement pursuant to which Motapa Diamonds Inc. must pay 100% of the costs of work done on the property.  If it funds work and operations on the property to the completion of a feasibility study Caledonia’s interest will be reduced to a 25% participating interest and it will then have to fund its 25% share of maintaining the property and of putting the property into production as a producing diamond mine.  This property is located in Western Zambia between the Angola border and the Zambesi River.

(h)

Kikerk Lake Diamond Property:  This property consists of five mineral leases under application to the Government of Nunavut Territory, Canada, covering 5,225.5 hectares.  Caledonia owns a 17.5% interest in the property, which is the subject of a Joint Venture Agreement with Ashton Mining of Canada Inc.  Under the Joint Venture Agreement Ashton is the Operator and supplies 100% of the funding for work carried on on the property.  Ashton can reduce Caledonia’s interest to 10.5% if it funds Caledonia’s share of costs on the work through to the completion of a mining feasibility study.  Thereafter, Caledonia would be responsible to fund its 10.5% share of the costs of maintaining the property and putting it into production.

3.

In the New Annual Report we are including maps showing the locations of the above-described properties.

4.

In the New Annual Report resources figures are being presented with respect to Caledonia’s Nama property and the Blanket Mine located in Zimbabwe which Caledonia purchased in mid-2006.  The resource estimates are being presented in separate tables in the text of the new Annual Report and the Cautionary Notes you asked for are included.

In response to the request expressed in your December 12, 2006 letter, we confirm that the writer is authorized to acknowledge that:

(a)

Caledonia is responsible for the adequacy and accuracy of the disclosures that it makes in its filings with your office;

(b)

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing involved;  and

(c)

Caledonia may not assert staff comments as a defence in any proceedings initiated by the Commission  or by any person under the Federal securities laws of the United States.

We trust that this adequately provides you with the information and comments requested in your letters.

Yours truly,

CALEDONIA MINING CORPORATION

“Carl R. Jonsson”

Per:

Carl R. Jonsson, Secretary

CRJ:lrh

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
March 13, 2007

By US Mail and Facsimile

Carl R. Jonsson
Tupper Jonsson & Yeadon Barristers & Solicitors An Association of Lawyers and Law Corporations 1710 - 1177 West Hastings Street Vancouver, B.C. V6E 2L3 Tel: (604) 640-6357 Fax: (604) 681-0139

Re: Caledonia Mining Corporation
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed April 21, 2006
Response letter filed 3/9/07
 File No. 0-13345

Dear Mr. Jonsson:

We have limited our review of your filings to those issues we have addressed in
our comment.  Where indicated, we think you should revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.  After re viewing this 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.

Mr. Carl Jonsson
Caledonia Mining Corporation
March 13, 2007 Page 2
Form 20-F for the Fiscal Year Ended December 31, 2005

General

1. Based on our phone discussion with Mr. Jonsson on March 8, 2007, and viewing
the letter you submitted on EDGAR on March 9, 2007, we understand that you have not provided the information re quested in our December 12, 2006 comment
letter because you decided to permanently  close the Barbrook mine.  However,
during our phone discussion, you further cl arified that although you believed the
mine could be made profitable, based on discussions with your technical staff,
you did not actually have a mine plan, cash flow projection or feasibility study to
support the characterization of  mineralization as reserves, as defined in Industry
Guide 7.  We also understand that du ring 2005 and earlier, you had found that
carbon in the gold mineralization made it difficult to recover gold in the
metallurgical plant in quantities or yields  originally anticipated, and which would
be necessary to have a profitable operation.

Based on your representations, we do not believe you have complied with the provisions of Industry Guide 7, in having reported reserves fo r the Barbrook mine
as of December 31, 2005, or at any earlier point.  As you know, we provided you with detailed guidance on the reserve definitions and disclosure requirements in
our April 28, 2005 comment letter, during a review of your 2004 Form 20-F;  we
do not see that you have taken this in to account.  Unless you can demonstrate
otherwise, we believe that you will need to amend your 2005 Form 20-F to (i)
remove the reserve quantities attributed to this mine, and (i i) explain that the
reserve quantities originally reported did not meet the reserve definitions in Industry Guide 7, for U.S. reporting purposes.

Under these circumstances, you should also revisit your accounting policy for costs incurred prior to establishing re serves, and the impa irment testing you
completed under SFAS 144 and EITF 04-3 as of each balance sheet date presented, and revise your U.S. GAAP accounting to the extent you are not able
to support the characterizati on of costs you had capitalized  for the Barbrook mine.
Any adjustments should be reported as erro r corrections, with a reconciliation of
the previously reported to the restated amounts, along with an explanation of the
change.  Please ensure that you obtai n an updated audit and report from the
independent accountants to incl ude with your amendment.

Mr. Carl Jonsson
Caledonia Mining Corporation
March 13, 2007 Page 3
Closing Comments

Please amend you Form 20-F within 10 days of the date of this letter, or tell us
when you will respond.  You may wish to pr ovide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with your amendment
that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

Please contact Nasreen Mohammed at ( 202) 551-3773, or in her absence, Karl
Hiller at (202) 551- 3686 with any questions  on the financial statements.  You may
contact Roger Baer, Mining Engineer, at  (202) 551-3705 with questions about
engineering comments.
Sincerely,

Karl Hiller
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 12, 2006

Mr. Michael D. Tombs
Chief Financial Officer
Caledonia Mining Corporation
Unit #9 2145 Dunwin Drive
Mississauga, Ontario, Canada  L5L 4L9

 Re: Caledonia Mining Corporation
  Form 20-F for the Fiscal Year Ended December 31, 2005
Filed April 21, 2006
File No. 0-13345

Dear Mr. Tombs:

We have reviewed your Form 20-F for the Fiscal Year Ended December 31, 2005
and have the following comments.  We have limited our review of your filings to those
issues we have addressed in our comments.  Please provide a written response to our comments.  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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Michael Tombs
Caledonia Mining Corporation
December 12, 2006 Page 2

Form 20-F for the Year Ended December 31, 2005

Engineering Comments
General

1. We note the difficulties you report at the Barbrook mine, and the absence of an operating profit for the past three years.  Unless you can demonstrate with a detailed mine plan, including a cashflow analysis, or with a feasibility study, that you can operate the Barbrook mine at a profit, it may be necessary to revise your disclosure by removing your reserve estimates to comply with Industry Guide 7.  This would also likely require an adjustment to your U.S. GAAP reconciliation for impairment testing under SFAS 144.

If you believe you are able to support characterization of your mineralized material as reserves, provide as supplemental information for our review the underlying support that you have, including the mine plan and feasibility study.  In preparing your response, please consult the reserve definitions outlined in Industry Guide 7(a), which can be found on the Internet at the following address.

http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 .

Please place the supplemental information on a CD-ROM with an Adobe PDF format.  Provide the name and phone number for a technical person our engineer may call, if he has technical questions about your reserves.   In the event your company desires the return of the supplemental material, please make a written request with the letter of transmittal and include a pre-paid, pre-addressed Federal Express shipping label to facilitate the return of the supplemental information.  You may refer to Rule 418(b) of Regulati on C for further guidance or clarification
about this request.

2. Concerning your material mineral interests, please disclose more detailed information about your mineral interests, including:
• The nature of your ownership or interest in your material properties,
• Any other underlying agreements or interests in these properties,
• The conditions you must meet to keep these properties current,
• The area of your properties, either in hectares or acres.
Please refer to the Instructions to Item 4.D of Form 20-F, as well as the disclosure requirements outlined in paragraph (b)(2) of Industry Guide 7 for clarification.

3. We note that you are disclosing Mineral Resource estimates in the body and in an exhibit of the Form 20-F.  Please disclose your Measured and Indicated

Mr. Michael Tombs
Caledonia Mining Corporation
December 12, 2006 Page 3

Resources separately from your Inferred Resources, using separate tables and narratives.  Please include the cautionary language outlined below, adjacent to the tabular information.

Before the Measured and Indicated Resource table, insert the following:

“Cautionary Note to U.S. Investors concerning estimates of Measured and
Indicated Resources   This section uses the terms “measured” and
“indicated resources.” We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.”

Before the Inferred Resource table, insert the following:
“Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources.  This section uses the term “inferred resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or prefeasibility studies, except in rare cases.  U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.”

4. Please insert a small-scale map showing the location, transportation corridors, and access to your material properties.  Note that SEC’s EDGAR program now accepts digital maps, so please include these in any future amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow the figures and/or diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if you need addition assistance, please call Filer Support at 202-942-8900.  Otherwise, provide the map to the staff for our review.

Mr. Michael Tombs
Caledonia Mining Corporation
December 12, 2006 Page 4

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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 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 filing;

‚ staff comments or changes to disclosure in response to staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Nasreen Mohammed at (202) 551-3773 if you have questions regarding comments on the financial statements and related matters.   You may contact Roger Baer, Mining Engineer, at (202) 551-3705 with questions about engineering comments.  Please contact me at (202) 551-3686 with any other questions.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

CC Filed by Filing Services Canada Inc. 403-717-3898

Mr. Baer:

As a result of our telephone conversation this morning I have asked Steve Curtis, the Company's Chief Financial Officer - based in the Company's Johannesburg office - to ascertain the status of the preparation of a reply to your letter dated December 12, 2006.  As the responses requested were entirely relating to engineering the responses could not, of course, be prepared by Mr. Curtis and were to be worked on by the Company's senior geological staff in the Johannesburg office.  Hopefully I will have a status report within 1 - 2 days.

With respect to clause1 of the letter - Caledonia has resolved to permanently close the Barbrook Mine and efforts are currently underway to sell it.  I attach a copy of a News Release that Caledonia issued January 17, 2007 describing the situation.

With hindsite it might now be said that Caledonia should perhaps not have included reserve estimates for the Barbrook Mine in its 20-F for the year ended December 31, 2005.

In an earlier telephone conversation you confirmed that any revisions to the 20-F should include the information which Caledonia had as of thte date of the document.  Under the circumstances, it would not appear to be necessary to change the December 31, 2005 20-F - nor would it now be necessary for Caledonia to supply you with information relative to the matters referred to in clause 1 of your letter.  The information in the 20-F was the information the Company had at the date of the document.  At that date the Company's Board believed that Barbrook could be made profitable.   But the December 31, 2006 20-F A/R which is now under preparation will not, of course, claim Barbrook as a material property nor refer to any reserves.

Could you confirm that under the circumstances described above you do not require any further reply to clause 1 of the letter?

Sincerely,

Carl Jonsson

Carl R. Jonsson

Tupper Jonsson & Yeadon

Barristers & Solicitors

An Association of Lawyers and Law Corporations

1710 - 1177 West Hastings Street

Vancouver, B.C. V6E 2L3

Tel: (604) 640-6357

Fax: (604) 681-0139

This message may contain confidential or privileged material.  Any use of this information

by anyone other than the intended recipient is prohibited.  If you have received this

message in error, please immediately reply to the sender and delete this information

from your computer.  Thank you.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
							April 28, 2005

via facsimile and U.S. mail

Mr. Mike D. Tombs
Vice-President Finance and Chief Financial Officer
Caledonia Mining Corporation
Unit #9, 2145 Dunwin Drive
Mississauga, Ontario, Canada  L5L 4L9

	Re:	Caledonia Mining Corporation
		Form 20-F, Filed April 6, 2005
		File No. 000-13345

Dear Mr. Tombs:

      We have reviewed the above filing and have the following
accounting and engineering 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 20-F for the fiscal year ended December 31, 2004

Item 15.  Controls and Procedures

1. We note in your disclosure that your chief executive officer
and
chief financial officer concluded that as of December 31, 2004,
your
disclosure controls and procedures are effective and designed to
ensure that information required to be disclosed in reports filed
or
submitted under the Exchange Act is recorded, processed,
summarized
and reported within the time periods specified in applicable SEC
rules and forms.  Revise your future filings to disclose, if true,
that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in reports filed or submitted under the Exchange Act
is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.  Refer to Exchange Act
Rule
13a-15(e).

Engineering Comments

General

2. In future filings provide the disclosures required by Industry
Guide 7 (b).  In particular, provide:
* The location and means of access to the properties.
* Any conditions that must be met in order to obtain or retain
title
to the properties.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the properties.
* A description of the present condition of the properties.
* A description of any work completed on the properties.
* The age, details as to modernization, and physical condition of
the
plant and equipment, including all subsurface improvements and
equipment.
* The current state of exploration of the properties.
* The total cost of the properties incurred to date and planned
future costs.
* The source of power that can be utilized at the properties.
* If applicable, provide a clear statement that the properties are
without known reserves and the proposed programs are exploratory
in
nature.

Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

3. In future filings insert a small-scale map showing the
location,
transportation corridors, and access to the properties.  Note that
SEC`s EDGAR program now accepts digital maps, so please include
these
in any future amendments that are uploaded to EDGAR.  It is
relatively easy to include automatic links at the appropriate
locations within the document to GIF or JPEG files, which will
allow
the figures and/or diagrams to appear in the right location when
the
document is viewed on the Internet.  For more information, please
consult the EDGAR manual, and if you need addition assistance,
please
call Filer Support at 202-942-8900.  Otherwise, provide the map to
the staff for our review.

4. In future filings distinguish between "Reserves," which have a
clearly defined technical, legal, and economic meaning and "Non-
reserve" mineralization that may or may never be mined at a profit
for various reasons.  In addition, within a "Non-Reserve" section,
disclose the measured and indicated resources separately from the
inferred resources, using separate tables and narratives.
Resources
should only be reported as "in place" tonnage and grade, and
should
not be disclosed as units of product, such as ounces of gold or
pounds of copper.  The relative quality, reliability, and risk
associated with each group of estimates must be clearly
distinguished
and conveyed to the average non-technical reader.

Before the Measured and Indicated Resource table, insert the
following including the indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Measured
and Indicated Resources.  This section uses the terms "measured"
and
"indicated resources."  We advise U.S. investors that while those
terms are recognized and required by Canadian regulations, the
U.S.
Securities and Exchange Commission does not recognize them.  U.S.
investors are cautioned not to assume that any part or all of
mineral
deposits in these categories will ever be converted into reserves.

Before the Inferred Resource table, insert the following including
the indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources.  This section uses the term "inferred resources."  We
advise U.S. investors that while this term is recognized and
required
by Canadian regulations, the U.S. Securities and Exchange
Commission
does not recognize it.  "Inferred resources" have a great amount
of
uncertainty as to their existence, and great uncertainty as to
their
economic and legal feasibility.  It cannot be assumed that all or
any
part of an Inferred Mineral Resource will ever be upgraded to a
higher category.  Under Canadian rules, estimates of Inferred
Mineral
Resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases.  U.S. investors are cautioned not
to
assume that part or all of an inferred resource exists, or is
economically or legally minable.

5. Mineral resources must have "reasonable prospects for economic
extraction."  This means that any reportable "resource" estimates
must have been delimited using an economically based "cutoff"
grade
to segregate "resources" from just "mineralization."  .  In
establishing the cut-off grade, it must realistically reflect the
location, deposit scale, continuity, assumed mining method,
metallurgical processes, costs, and reasonable metal prices.  Also
an
economic cutoff grade should enable a mine to distinguish
materials
that can at least cover the mine`s operating costs from those that
will not.  In future filings disclose the cutoff grade used to
delimit the tonnage estimates.  In addition, disclose the analysis
that substantiates that the cutoffs used were based on reasonable
economic assumptions.  Or if the resource estimates are not based
on
economic cutoffs, remove the estimates.

6. Please note that it is the staff`s position that mineral
"reserves" for a mineral property cannot be designated unless:

* Competent professional engineers conduct a detailed engineering
and
economic feasibility study, and the study demonstrates that a
mineral
deposit can be mined at a commercial rate and a profit made. This
is
the "final" or "bankable" feasibility study that is required to
meet
the requirements to designate reserves under Industry Guide 7.
* The company has demonstrated that the mineral property will
receive
its governmental permits, and the primary environmental document
has
been filed with the appropriate governmental authorities.

The staff suggests that the company utilize the historic three
year
average price in any reserve or cash flow analysis to designate
reserves.

Review future filings and revise the disclosure accordingly
throughout the document to ensure that the company does not
prematurely indicate mining plans for a property prior to
completion
of the proper feasibility study and the economic viability
determination has been conducted.

Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) 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 the 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 filing(s);

staff comments or changes to disclosure in response to staff
comments
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(s) or
in
response to our comments on your filing(s).

      You may contact Lily Dang at (202) 824-5581 or Barry Stem,
Senior Assistant Chief Accountant at (202) 942-1919 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact George (Ken) Schuler, mining engineer, at
(202) 824-5527 or, in his absence, Roger Baer, mining engineer, at
(202) 942-2965, if you have questions regarding engineering
comments.
Please contact me at (202) 942-1870 with any other questions.
Direct
all correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

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Caledonia Mining Corporation
April 28, 2005
page 4

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

         DIVISION OF
CORPORATION FINANCE

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