SecProbe.io

CORRESP
 1
 filename1.htm

 LIBERTY STAR URANIUM & METALS CORP.

 2 E. Congress St. Ste 900

 Tucson, Arizona 85701, USA

 December 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Division of Corporation Finance

 Dear Sirs:

 Re:
 Liberty Star Uranium & Metals Corp. (the "Company")

 Registration Statement on Form S-1

 File No. 333-291607

 The Company hereby requests, pursuant to Rule 460 & 461 promulgated
under the Securities Act of 1933, as amended, acceleration of the effectiveness of the Registration Statement on Form S-1 so that the
Registration Statement will become effective as of 9 am on December 9, 2025, or as soon thereafter as practicable.

 The Company acknowledges that

 ● should the United States
 Securities and Exchange Commission (the "Commission" ) or the staff, acting pursuant to delegated authority,
 declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ● the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 ● the Company may not assert staff
comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 We trust you will find the foregoing to be in order. Please do not
hesitate to contact the undersigned should you have any questions in this regard.

 Yours truly,

 LIBERTY
 STAR URANIUM & METALS CORP.

 /s/ Patricia Madaris

 VP Finance & CFO

 520-561-7033

CORRESP
 1
 filename1.htm

 LIBERTY
STAR URANIUM & METALS CORP.

 2
E. Congress St. Ste 900

 Tucson,
Arizona 85701, USA

 November
26, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 Division
 of Corporation Finance

 Dear
Sirs:

 Re:
 Liberty
 Star Uranium & Metals Corp. (the "Company")

 Registration
 Statement on Form S-1

 File
 No. 333-290699

 The
Company hereby requests, pursuant to Rule 460 & 461 promulgated under the Securities Act of 1933, as amended, acceleration of the
effectiveness of the Registration Statement on Form S-1 so that the Registration Statement will become effective as of 9 am on December
3, 2025, or as soon thereafter as practicable.

 The
Company acknowledges that

 ●
 should
 the United States Securities and Exchange Commission (the "Commission" ) or the staff, acting pursuant to delegated
 authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
 the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the
 Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 We
trust you will find the foregoing to be in order. Please do not hesitate to contact the undersigned should you have any questions in
this regard.

 Yours
truly,

 LIBERTY STAR URANIUM & METALS
 CORP.

 /s/ Patricia
 Madaris

 VP Finance & CFO

 520-561-7033

CORRESP
 1
 filename1.htm

 LIBERTY
STAR URANIUM & METALS CORP.

 2
E. Congress St. Ste 900

 Tucson,
Arizona 85701, USA

 July
23, 2025

 VIA
EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
Division of Corporation Finance

 Dear
Sirs:

 Re:
 Liberty
 Star Uranium & Metals Corp. (the "Company")

 Registration
 Statement on Form S-1A

 File
 No. 333- 288617

 The
Company hereby requests, pursuant to Rule 460 & 461 promulgated under the Securities Act of 1933, as amended, acceleration of the
effectiveness of the Registration Statement on Form S-1A so that the Amended Registration Statement will become effective as of
4 p.m. on July 24, 2025, or as soon thereafter as practicable.

 The
Company acknowledges that

 ● should
 the United States Securities and Exchange Commission (the "Commission" )
 or the staff, acting pursuant to delegated authority, declare the filing effective, it does
 not foreclose the Commission from taking any action with respect to the filing;

 ● the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring
 the filing effective, does not relieve the Company from its full responsibility for the adequacy
 and accuracy of the disclosure in the filing; and

 ● the
 Company may not assert staff comments and the declaration of effectiveness as a defense in
 any proceeding initiated by the Commission or any person under the federal securities laws
 of the United States.

 We
trust you will find the foregoing to be in order. Please do not hesitate to contact the undersigned should you have any questions in
this regard.

 Yours
truly,

 LIBERTY
 STAR URANIUM & METALS CORP.

 /s/
 Patricia Madaris

 VP
 Finance & CFO

 520-561-7033

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

Patricia Madaris
Interim Chief Executive Officer, President, Chief Financial Officer
Liberty Star Uranium & Metals Corp.
2 E Congress St. Ste 900
Tucson, Arizona 85701

 Re: Liberty Star Uranium & Metals Corp.
 Registration Statement on Form S-1
 Filed July 10, 2025
 File No. 333-288617
Dear Patricia Madaris:

 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 Laura Nicholson at 202-551-3584 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Gary S. Joiner
</TEXT>
</DOCUMENT>

October 21, 2024
Patricia Madaris
Chief Financial Officer
Liberty Star Uranium & Metals Corp.
2 E Congress St. Ste 900
Tucson, AZ 85701
Re:Liberty Star Uranium & Metals Corp.
Registration Statement on Form S-1
Filed October 11, 2024
File No. 333-282598
Dear Patricia Madaris:
            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 Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Gary S. Joiner, Esq.

CORRESP
1
filename1.htm

LIBERTY
STAR URANIUM & METALS CORP.

2
E. Congress St. Ste 900

Tucson,
Arizona 85701, USA

October
21, 2024

VIA
EDGAR

    United
    States Securities and Exchange Commission

    100
    F Street, N.E.

    Washington,
    DC 20549

    Attention:
    Division
    of Corporation Finance

Dear
Sirs:

    Re:
    Liberty
    Star Uranium & Metals Corp. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-282598

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 9 a.m. on October 24, 2024, or as soon
thereafter as practicable.

The
Company acknowledges that

 ● should
                                            the United States Securities and Exchange Commission (the “Commission”)
                                            or the staff, acting pursuant to delegated authority, declare the filing effective, it does
                                            not foreclose the Commission from taking any action with respect to the filing;

 ● the
                                            action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                            the filing effective, does not relieve the Company from its full responsibility for the adequacy
                                            and accuracy of the disclosure in the filing; and

 ● the
                                            Company may not assert staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

We
trust you will find the foregoing to be in order. Please do not hesitate to contact the undersigned should you have any questions in
this regard.

    Yours
    truly,

    LIBERTY
    STAR URANIUM & METALS CORP.

    /s/
    Patricia Madaris

    VP
    Finance & CFO

    520-561-7033

CORRESP
1
filename1.htm

LIBERTY
STAR URANIUM & METALS CORP.

2
E. Congress St. Ste

900
Tucson, Arizona

85701,
USA

February
20, 2024

VIA
EDGAR

United
States Securities and Exchange

Division
of Corporation Finance

Washington,
DC 20549

  Attention:
  Division of Corporation
  Finance

Dear
Sirs:

  Re:
  Liberty
      Star Uranium & Metals Corp. (the “Company”)

      Registration
      Statement on Form S-1

      File No._333-276262

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the
effectiveness of the Registration Statement so that such Registration Statement will become effective as of 1 p.m. on February 22,
2024, or as soon thereafter as practicable.

The
Company acknowledges that

  ●
  should the United States
  Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
  the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  ●
  the action of the Commission or the staff,
  acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
  for the adequacy and accuracy of the disclosure in the filing; and

  ●
  the Company may not assert staff comments
  and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
  laws of the United States.

We
trust you will find the foregoing to be in order. Please do not hesitate to contact the undersigned should you have any questions in
this regard.

Yours
truly,

    LIBERTY STAR URANIUM & METALS
    CORP.

    /S/ Patricia
    Madaris

    Interim CEO & President

    VP Finance & CFO

CORRESP
1
filename1.htm

February
9, 2024

United
States

Securities
and Exchange Commission

Division
of Corporation Finance

Washington
D. C., 20549

Re:
Liberty Star Uranium & Metals Corp.

Registration
Statement on Form S-1

Filed
December 22, 2023

File
No. 333-276262

Dear
Timothy S. Levenberg, Special Counsel’

United
States Securities and Exchange Commission

Office
of Energy & Transportation,

We
have responded to your comment letter and completed the following corrections at your request.

Registration
Statement Amendment No. 1 to Form S-1

Item
11. Executive Compensation, page 30

1.
Please revise to provide compensation of the named executive officers for each of your last two completed fiscal years,
including the fiscal year ended January 31, 2024. See Item 402(n)
of Regulation S-K.

Response:

We
revised the table for compensation to include the named executive officers for the last two completed years ended January 31, 2023, and
January 31, 2024. We have referred to Regulation S-K for 402 (n).

Exhibits

2.
Please file an updated consent of your independent public accountants in the next amendment.

Response:

We
have included an updated consent of our independent public accountants in the new amendment filing S1 No 2, amendment.

We
are refiling the S1 to comply with your requests as an S-1 A No 2.

Thank
you,

    /s/
    Patricia Madaris

    Patricia
    Madaris

    Interim
    CEO & President

    Liberty
    Star Uranium & Metals Corp.

United States securities and exchange commission logo
February 1, 2024
Patricia Madaris
Interim Chief Executive Officer, President, and CFO
Liberty Star Uranium & Metals Corp.
2 E Congress St. Ste 900
Tucson , Arizona 85701
Re:Liberty Star Uranium & Metals Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 23, 2024
File No. 333-276262
Dear Patricia Madaris:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.

Amendment No. 1 to Form S-1
Item 11. Executive Compensation, page 30
1.Please revise to provide compensation of the named executive officers for each of your
last two completed fiscal years, including the fiscal year ended January 31, 2024. See Item
402(n) of Regulation S-K.
Exhibits
2.Please file an updated consent of your independent public accountants in the next
amendment.

 FirstName LastNamePatricia Madaris
 Comapany NameLiberty Star Uranium & Metals Corp.
 February 1, 2024 Page 2
 FirstName LastName
Patricia Madaris
Liberty Star Uranium & Metals Corp.
February 1, 2024
Page 2
            Please contact Timothy S. Levenberg at 202-551-3707 or Kevin Dougherty at 202-551-
3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Gary Joiner, Esq., of Frascona, Joiner, et al

CORRESP
1
filename1.htm

January
22, 2024

United
States

Securities
and Exchange Commission

Division
of Corporation Finance

Washington
D. C., 20549

Re:
Liberty Star Uranium & Metals Corp.

Registration
Statement on Form S-1

Filed
December 22, 2023

File
No. 333-276262

Dear
Timothy S. Levenberg, Special Counsel’

United
States Securities and Exchange Commission

Office
of Energy & Transportation,

We
have responded to your comment letter and completed the following corrections at your request.

Registration
Statement on Form S-1

Selling
Stockholders, page 8

1.
You disclose that the table is as of “August 20, 2021,” and that you (rather than the selling stockholder) are offering the
securities covered by the Form S-1 registration statement, and that Triton has had no material relationship with you and owns none of
your common stock. Please revise this section to provide current and accurate information about the offering.

Response:

We
changed the date of the table to the current date, and corrected the language to reflect that the selling stockholder is offering the
securities covered by the Form S-1 registration statement, and we corrected the material relationship with Triton to show that they may
own up to 9.99% of our common stock from the Common Stock Purchase Agreement (the “Agreement”), dated as of August 20, 2021
(the “Execution Date”).

Signatures,
page 36

2.
Please provide the text that Form S-1 requires for this section instead of the language that applies to Exchange Act
filings.

Response:

We
corrected the signatures page and provided the text for Form S-1and removed the language that applied to Exchange Act filings for this
section. We also updated the dates to the current date.

We
are refiling the S1 to comply with your requests as an S-1/A.

Thank
you,

    /s/
    Patricia Madaris

    Patricia
    Madaris

    Interim
    CEO & President

    Liberty
    Star Uranium & Metals Corp.

United States securities and exchange commission logo
January 22, 2024
Brett Goss
Chief Executive Officer
LIBERTY STAR URANIUM & METALS CORP.
2 East Congress Street, Suite 900
Tucson, Arizona 85701
Re:LIBERTY STAR URANIUM & METALS CORP.
Form 10-K for the Fiscal Year Ended January 31, 2023
Filed May 16, 2023
File No. 000-50071
Dear Brett Goss:
            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

United States securities and exchange commission logo
January 18, 2024
Patricia Madaris
Interim Chief Executive Officer, President, and CFO
Liberty Star Uranium & Metals Corp.
2 E Congress St. Ste 900
Tucson , Arizona 85701
Re:Liberty Star Uranium & Metals Corp.
Registration Statement on Form S-1
Filed December 22, 2023
File No. 333-276262
Dear Patricia Madaris:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Selling Stockholders, page 8
1.You disclose that the table is as of "August 20, 2021," and that you (rather than the selling
stockholder) are offering the securities covered by the Form S-1 registration statement,
and that Triton has had no material relationship with you and owns none of your common
stock.  Please revise this section to provide current and accurate information about the
offering.
Signatures, page 36
2.Please provide the text that Form S-1 requires for this section instead of the language that
applies to Exchange Act filings.

 FirstName LastNamePatricia Madaris
 Comapany NameLiberty Star Uranium & Metals Corp.
 January 18, 2024 Page 2
 FirstName LastName
Patricia Madaris
Liberty Star Uranium & Metals Corp.
January 18, 2024
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 or Kevin
Dougherty, Staff Attorney, at 202-551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Gary Joiner, Esq., of Frascona, Joiner, et al

CORRESP
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    United
    States

    January
    12, 2024

    Securities
    and Exchange Commission

    Washington,
    DC 20549

    Division
    of Corporation Finance

    Office
    of Energy & Transportation

Re:
LIBERTY STAR URANIUM & METALS CORP.

Form
10-K for the Fiscal Year Ended January 31, 2023

Filed
May 16, 2023

File
No. 000-50071

Supplemental
to our Correspondence:

Posted
below is a redline of what was either moved to another area or changed in language by our QP. We added a more detailed map, and adjusted
terminology for identifying property altogether making it simpler language and clearer to the reader. We are prepared to file an Amended
10K at your request, however, we suggest that because none of our properties were material at the time of filing the original 10K, the
changes may be considered immaterial as an aggregate, and not require a 10K/A filing at this time. We will not rely on the RRC Technical
report and will not include it in filings moving forward due to the explanation we provided in the response letter. Of course, we rely
on your recommendation regarding what is needed currently, and we are prepared to file an Amended 10K if this seems necessary or more
appropriate in your opinion.

Page
3

Our
current business

We
are engaged in the acquisition and exploration of mineral properties in the state of Arizona inand
the Southwest USA. Claims in the state of Arizona are held in the name of Liberty Star. OurWe
use the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more
of which could potentially contain commercially viable quantities of minerals. Our significant projects are described
below.

Tombstone Area
Exploration Properties:Super Project (“Tombstone”):
Tombstone is located in Cochise County, Arizona and covers the Tombstone caldera and its environs. Within
the Tombstone caldera is the Hay Mountain,
target and Red Rock
Canyon target. All four of our exploration properties,
Hay Mountain, Red Rock Canyon, Tombstone and Robbers Roost lie within or on the flank of the Tombstone caldera structure. We
are concentrating our work at Red Rock Canyon at this time. We plan to ascertain whether the Tombstone,
Hay Mountain claims possess commercially viable deposits of copper, molybdenum, gold, silver, lead, zinc, manganese and
other metals including Rare Earth Elements (REE’s). We have not identified any ore reserves to date, although we have identified
mineralized areas which are materialmay
be of potential of economic
interest.

Title to mineral claims involves certain inherent
risks due to difficulties in determining the validity of certain claims, as well as potential for problems arising from the frequently
ambiguous conveyancing history characteristic of many mineral properties. We have investigated title to all the Company’s mineral
properties and, to the best of itsour
knowledge, title to all properties retained are in good standing.

The
mineral resource business generally consists of three stages: exploration, development and production. Mineral resource companies that
are in the exploration stage have not yet found mineral resources in commercially exploitable quantities and are engaged in exploring
land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities
and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource
are in the production stage. We have not found any mineral resources in commercially exploitable quantities.

    2

There is no assurance that a commercially
viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and,
if so, whether it would be economically feasible to develop or exploit those resources. Even if we complete our current exploration program
and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering
studies before we could know whether that mineral deposit “material of economic interest”
will constitute a commercially viable mineral deposit one.,
known as an “ore reserve.”

Page
10

Tombstone:

Tombstone is a large and ancient (72 million years
before the present – or Laramide in age) volcanic structure – a caldera. The US Geological Survey caldera experts,
conclude this is correct. Subsequently, more than seventeen calderas of various ages have been identified in Arizona
by the US Geological survey, the Arizona Geological Survey and others. Such calderas of Laramide age are all associated with porphyry
alteration and copper and associated mineralization; many of these have become very large copper mines. Advanced technology has indicated
that alteration associated mineralization at Tombstone is much more extensive than originally thought. This alteration lies largely under
cover and is indicated by geochemistry, geophysics and projection of known geology into covered areas.

All the properties
summarized below are considered as “Exploration stage properties” under the definition of Item 1300 and are considered “non-material
properties.”

All State Mineral
Exploration Permits and Federal Lode Mining Claims held by the company are listed below.

The Hay
Mountain Project ©s located 6.5 miles southeast of Tombstone where we hold 35 Arizona State Mineral Exploration Permits (MEPs) covering
(12,878.18 acres) or 20.12 square miles, and 93 federal lode mining claims covering (1,594.68 acres) or 2.49 square miles and is accessible
by Hwy 80, Davis Rd. and Wild West Road.

LIBERTY
STAR

TOMBSTONE-AZ

Federal
Unpatented Claims

Claim
Names

HM
87-143

TS
168-176

Marco1A-Marco5E

Davis1A-DavisC

Claim
Acreage

57
HM Claims- 1095.18 acres

21
Marco Claims- 320 acres

6
Davis Claims- 80 acres

9
TS Claims- 99.5 acres

State
Exploration Permits

    MEP
    #

    Acres

    Renewal
    & Rental Due Date

    08-122642

    738.4

    11/24/2023

    08-122641

    375.64

    11/24/2023

    08-122640

    732.84

    11/24/2023

    08-123953

    480

    1/18/2024

    08-123952

    520

    1/18/2024

    08-119752

    40

    7/11/2023

    08-120017

    160

    6/15/2023

    08-120018

    80

    6/15/2023

    08-120172

    440

    10/4/2023

    08-120173

    640

    10/4/2023

    08-120174

    440

    10/4/2023

    08-120175

    480

    10/4/2023

    08-120176

    480

    10/4/2023

    08-120177

    582.83

    10/4/2023

    08-120178

    240

    10/4/2023

    08-120179

    370.24

    10/4/2023

    08-121131

    520

    11/18/2023

    08-121132

    368.76

    11/18/2023

    08-121133

    139.9

    11/18/2023

    08-121134

    280

    11/18/2023

    08-121135

    639.56

    11/18/2023

    08-121136

    600

    11/18/2023

    08-121137

    440

    11/18/2023

    08-121138

    358.85

    11/18/2023

    08-121139

    571.25

    11/18/2023

    08-121140

    439.5

    11/18/2023

    08-121141

    280

    11/18/2023

    08-121142

    640

    11/18/2023

    08-121143

    640

    11/18/2023

    08-121654

    80

    9/22/2023

    08-123795

    80.41

    11/15/2023

    08-121768

    449.44

    11/21/2022

    08-121769

    640

    11/21/2022

    08-121770

    626.32

    11/21/2022

    08-121771

    640

    11/21/2022

31State
MEP’s totaling

12,878.18
acres

    3

The Hay Mountain
Property is
 located 6.5 miles southeast of Tombstone where we hold 35 Arizona State Mineral Exploration
Permits (MEPs) covering (12,878.18 acres) or 20.12 square miles, and 93 federal lode mining claims covering (1,594.68 acres) or 2.49
square miles and is accessible by Hwy 80, Davis Rd. and Wild West Road.

At Hay Mountain, we plan to ascertain
whether the Hay Mountain lode mining claims and AZ MEPs possess commercially viable deposits of copper, gold, molybdenum, silver, zinc,
rare earth metals and other valuable metals. We have a phased exploration plan that involves diamond core
drilling of multiple holes over targets determined by analysis of geochemical sampling and ZTEM electromagnetic and magnetic
survey. Initial phase 1 drilling is planned to take approximately one year. Should results indicate the viability of the propertyproject,
additional phased work, both exploration and development, is planned over the course of seven total years to define the nature and size
of any potentialan ore bodiesbody(s)
and move toward mining. Any exploration plans are dependent on acquiring suitable funding. No part of the phased program is currently
funded.

    4

The Tombstone claims are undeveloped. However significant
amounts of aeromagnetic surveys, IP (Induced Polarization Surveys), geologic mapping by the USGS and others, and geochemical surveys including
soil, rock and vegetation sampling have been conducted at various times by various parties, over the last 60 years. When compiled and
analyzed these various data suggest a compelling series of anomalies that are typical of buried, dirt and rock covered porphyry copper
system(s). Below is a summary of prior exploration activities performed on our Tombstone claims: Technical Report: In mid-March
2011, Liberty Star contracted SRK to prepare three (3) Technical studies and Reports in a form similar to mineral reports prescribed under
NI 43-101. Members of SRK’s engineering/scientific staff supervised by a Qualified Person as defined under NI 43-101 and SRK’s
Tucson Office Principal Geologist, Corolla Hoag, and geologist Dr. Jan Rasmussen have visited the Tombstone property. This information
was combined with historic technical reports going back to 1878 and more recent data up to August 2011 (the date of their reports). The
three Technical Reports are entitled: (1) Walnut Creek Exploration Report, Tombstone District, Arizona –August 31, 2011, 147 pages;
(2) The Tombstone Caldera South Exploration Report, Tombstone District, Arizona –August 31, 2011, 144 pages; and (3) Hay Mountain
Exploration Report, Tombstone District, Arizona – August 31 2011, 155 pages. These reports covered the entirety of historic productive
area of the Tombstone mines which date to their discovery in 1877. However, before that report could be completed a competitor acquired
a lease on those lands. These Technical Reports thoroughly summarize and illustrate the salient geotechnical data of the Tombstone Mining
District covering about 250 square miles and present much data in computer map format. In such context, they analyze Liberty Star’s
exploration programs as related to the entire area, make estimates and recommend execution of proposed Company exploration programs.

Geochemical
sampling at the Hay Mountain PropertyProject:
In 2011 and early 2012 we collected nearly 1,800 rock, soil and vegetation samples over 621 sample sites over approximately 14 square
miles centered on the Hay Mountain property. These samples have been assayed for multiple elements generating many volumes of analyses.
The samples were prepared by MEG Inc. and have been shipped to ALS Global (f/k/a ALS-Chemex), geochemical
analysis lab in Vancouver, British Columbia. Assay results were sent to our Tucson office and all assays were received. Our
geology team has generated computer analyses that allow interpretation of the data. Liberty Star continues to collect
XRF readings and biogeochemical samples to further define the anomalies at Hay Mountain.

On June 15, 2020 we received
2 Mineral Exploration Permits (MEPs) issued by the Arizona State Land Department (ASLD) covering the 240-acre Robbers Roost exploration
area approximately 4.5 miles southwest of Tombstone, Arizona with access via paved road (Charleston Road). The new MEPs are 5.89 miles
west of Liberty Star’s Hay Mountain Project for porphyry copper, gold, and molybdenum. While the Robbers Roost MEP area is new
to the Company, it has been explored previously by several exploration companies, in the 1970’s and 1990’s, and recently
has received significant interest by others operating in the area. Drilling by ASARCO indicates “the presence of a granodioritic
porphyry intrusive at depth below the alteration zone. The intrusive is characterized by porphyry copper style alteration and mineralization.”
[JB Nelson, “Robbers’ Roost Summary Report,” 1995, p. 2 http://docs.azgs.az.gov/SpecColl/2008-01/2008-01-0103.pdf)

On June 24, 2020 we completed staking
an additional 400 acres of Federal Lode Claims contiguous to theat
Hay Mountain property. This addition to Liberty Star’s mineral claims effectively closes
all potential competitors’ opportunity to take a State or Federal mineral interest inside the Company’s contiguous State and
Federal mineral estate.

On November 11, 2020 we
announced the identification of potentially exploitable gold mineralization in its recently acquired State of Arizona Mineral Exploration
Permits (MEPs) land located in the area locally recognized as Red Rock Canyon, contiguous with and immediately north of drill Target
1, within the Company’s principal porphyry copper, gold, moly exploration target at the Hay Mountain Project (the “Project”)
previously disclosed. The relevant MEPs are in Township 20, Range 23 East, specifically eight sections 27 through 34 and two additional
MEPs, in sections 20 and 21. Preliminary surface exploration on the Red Rock MEPs advances the Company’s knowledge of the porphyry
system signature associated with magnetic highs at, and adjacent to the north of, Target 1, and represent the expansion of biogeochemical,
surface rock sampling, and x-ray fluorescence (XRF) work continuing at Target 1 and on the anticipated gold halo likely associated with
the indicated porphyry center.

On
October 21, 2019,On November
21, 2020 we acquired 5 new Mineral Exploration Permits for a total of 2,995.47 acres. Liberty Star’s CEO Brett Gross notes the
new applications complement last year’s land acquisition announced October 21, 2019 (Update 910);
“In 2019 we moved to secure surface access to support future development and operations. With the addition of these lands,
the Company secures three additional access routes from public roadways. While over the past twenty-two months we have enjoyed increasingly
good, collaborative and cooperative relations with the private property owners contiguous to the Hay Mountain Project with no interruptions
to project access, securing multiple alternative routes places us in an even more secure and well-defined position for the future.”

On
October 21, 2019 we acquired 13 new Mineral
Exploration Permits (MEP’s) for a total of 5,917.82 acres, or 9.25 sq miles bringing our total MEPs at Hay Mountain to 28 and 12,557.77
acres or 19.62 sq miles. This new acquisition represents a nearly 89% increase in Liberty Star lands under permit for mineral exploration
activities. These acquisitions not only substantially expand Liberty Star’s continued exploration potential, but also provide resistance
to existing competitive pressures. that permits us to be more
forthcoming with our technical data sharing with potential venture partners. Liberty Star geochemical and geophysical
surface studies indicate anomalies consistent with a large, buried porphyry copper body at the primary target,
and potentially extensive associated porphyry cluster, with attendant metals including gold, molybdenummoly,
nickel, silver, zinc, lead, and cobalt. See news release: https://www.libertystaruranium.com/2019/10/21/liberty-star-adds-over-9-square-miles-to-the-hay-mountain-
property.project/.

In 2019 Liberty Star contracted Pim van Geffen, PhD, PGeo of Vancouver
Geochemistry to provide services in the form of validation and interpretation of our biogeochemical data from the Hay Mountain Property.Project,
Tombstone District, Arizona. In particular, the quality of the biogeochemical data was assessed regarding its capacit

CORRESP
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    United
    States
    January
    11, 2024

Securities
and Exchange Commission

Washington,
DC 20549

Division
of Corporation Finance

Office
of Energy & Transportation

Re:
LIBERTY STAR URANIUM & METALS CORP.

Form
10-K for the Fiscal Year Ended January 31, 2023

Filed
May 16, 2023

File
No. 000-50071

In
the letter below we have listed your comments and our responses, and we have prepared an amended 10K/A to address all the items discussed.
Please let us know if you have any further questions or comments.

SEC
Comment Letter dated January 4, 2024

Form
10-K for the Fiscal Year Ended January 31, 2023

Item,
2. Properties, page 10

1.
Please revise to include summary disclosure as required by Item 1303 of Regulation S-K and identify material and non-material properties.
For example, your current disclosure includes several properties, projects, and targets such as the Tombstone Super Project, the Hay
Mountain target, the Red Rock Canyon target, the Tombstone Property, the Walnut Creek Project, the Hay Mountain Project, and the Red
Rock Project. Please consistently report these properties and clearly identify material and non-material properties. The summary disclosure
should encompass all of your properties, including both material and non-material properties, and should appear in advance of and incremental
to the individual property disclosures. The summary disclosure should include a map of all properties to comply with Item 1303(b)(1)
of Regulation S-K, and the information required by Item 1303(b)(2) of Regulation S-K.

LBSR
Response:

The
updates were made by our QP, James Bryce who corrected the items in the YE 2023 10K/A per the SEC letter.

Item,
2. Properties, page 10

1.We
revised to include summary disclosure as required by Item 1303 of Regulation S-K and identify material and non-material properties. We
corrected the terms used in the report (target, property, project...) to “property” for the sake of consistency. Internally
we use those words interchangeably, but to an outsider that creates confusion. We also separated out the properties into their own sections
in the document to make it more clear to the reader and updated the map to include all properties as required by Item 1303(b)(1) of Regulation
S-K and summary information required by Item 1303(b)(2) of Regulation S-K.

2.
For each material property please revise to include the individual property disclosure required by Item 1304 of Regulation S-K. Please
note that each material property should be included under a separate heading. Additionally, an extensive description of regional geology
should not be provided, rather brief and relevant disclosure should be provided as required by Item 1304(c)(2) of Regulation S-K.

2.
Based on the QP study of the SK Regulations, and Item 1304(g) of Regulation S-K we determined that all of our properties fall into the
‘non-material’ category at this time.

3.
Please revise your exploration result disclosures to comply with Item 1304(g) of Regulation S-K. Please note that exploration results
must be prepared by a qualified person as required by Item 1302(a)(1) of Regulation S-K.

3.
Because the company conducted no exploration activities in 2023, there is no additional information or disclosure to add to the document
under SK Item 1304(g).

Item
15. Exhibits, Financial Statement Schedules, page 33

4.
Please revise to include the form name and the date of the filing with respect to exhibit 96.1.

5.
In numerous instances the technical report summary refers the reader to another technical report for information, rather than including
the information in the technical report summary. For example, we note on page 18 the qualified person directs the reader to another technical
report, rather than including the information in the current technical report summary. The qualified person may choose to review other
work, however should summarize and include the information in his or her own words in the current technical report summary, rather than
continually referring to the other technical report. References should be included in a separate section as required by Item 601(b)(96)(iii)(B)(24)
of Regulation S-K. Please consult with your qualified person to obtain a revised technical report that complies with this guidance.

6.
Please consult with your qualified person to obtain a revised technical report summary that addresses the following:

● include
references for all historical work,

●
include an overview map to comply with Item 601(b)(96)(iii)(B)(3)(i),

● include
a plan view map showing the results of current sampling to comply with Item 601(b)(96)(iii)(B)(7)(v),

● remove
the historical drilling that has been included beginning on page 24, that has not been conducted by or on behalf of the registrant, as
required by Item 601(b)(96)(iii)(B)(7), and

● include
all disclosure required by Items 601(b)(96)(iii)(B)(8) and 601(b)(96)(iii)(B)(9); references to best practice guidelines from
another jurisdiction should be summarized.

LBSR
Response

4.-6.
We are no longer relying on the RRC Technical report and have deleted Exhibit 96.1, in the 10K/A because the QP who wrote it is no longer
with our company and refused to apply the suggested changes on terms acceptable. His charges and time for doing so would be a large burden
on the company at this time.

The
company now has a different QP than the one who prepared the Technical Report that was filed with the 10K and is currently unable to
provide a revised Technical Report from the original QP. The QP who prepared the report was a member of the Company’s board of
directors at the time he prepared the report and at the time the original 10K was filed. Since that time, a new board of directors has
been elected, and the QP who prepared the Technical Report is no longer a member of the board. Under the circumstances, the Company has
been unable to reach an agreement with its previous QP on the terms under which he would revise his Technical Report in response to the
SEC comment and is currently unable to provide a revised Technical Report in response to the SEC comment. As a result, the Company has
elected to delete the Technical Report as an exhibit to the 10K/A, and has deleted any references to the Technical Report in the 10K/A.

We
also eliminated the final sentence in the last paragraph which was under SK 1300 which referred to the technical report on Red Rock Canyon,
and eliminated the section titled SK 1300 and moved the comments for Red Rock Canyon to the RRC subsection.

We
have prepared and are ready to file an amended 10K/A upon your next responses to us.

Thank
you,

  /s/ Patricia
  Madaris

  Patricia Madaris

  Interim CEO & President

  VP Finance & CFO

United States securities and exchange commission logo
January 4, 2024
Brett Goss
Chief Executive Officer
LIBERTY STAR URANIUM & METALS CORP.
2 East Congress Street, Suite 900
Tucson, Arizona 85701
Re:LIBERTY STAR URANIUM & METALS CORP.
Form 10-K for the Fiscal Year Ended January 31, 2023
Filed May 16, 2023
File No. 000-50071
Dear Brett Goss:
            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 10-K for the Fiscal Year Ended January 31, 2023
Item, 2. Properties, page 10
1.Please revise to include summary disclosure as required by Item 1303 of Regulation S-K
and identify material and non-material properties. For example, your current disclosure
includes several properties, projects, and targets such as the Tombstone Super Project, the
Hay Mountain target, the Red Rock Canyon target, the Tombstone Property, the Walnut
Creek Project, the Hay Mountain Project, and the Red Rock Project.  Please consistently
report these properties and clearly identify material and non-material properties.

The summary disclosure should encompass all of your properties, including both material
and non-material properties, and should appear in advance of and incremental to the
individual property disclosures. The summary disclosure should include a map of all
properties to comply with Item 1303(b)(1) of Regulation S-K, and the
information required by Item 1303(b)(2) of Regulation S-K.
2.For each material property please revise to include the individual property disclosure
required by Item 1304 of Regulation S-K. Please note that each material property should

 FirstName LastNameBrett Goss
 Comapany NameLIBERTY STAR URANIUM & METALS CORP.
 January 4, 2024 Page 2
 FirstName LastName
Brett Goss
LIBERTY STAR URANIUM & METALS CORP.
January 4, 2024
Page 2
be included under a separate heading.  Additionally an extensive description of regional
geology should not be provided, rather brief and relevant disclosure should be provided as
required by Item 1304(c)(2) of Regulation S-K.
3.Please revise your exploration result disclosures to comply with Item 1304(g) of
Regulation S-K.  Please note that exploration results must be prepared by a qualified
person as required by Item 1302(a)(1) of Regulation S-K.
Item 15. Exhibits, Financial Statement Schedules, page 33
4.Please revise to include the form name and the date of the filing with respect to exhibit
96.1.
5.In numerous instances the technical report summary refers the reader to another technical
report for information, rather than including the information in the technical report
summary.  For example, we note on page 18 the qualified person directs the reader to
another technical report, rather than including the information in the current technical
report summary.  The qualified person may choose to review other work, however should
summarize and include the information in his or her own words in the current technical
report summary, rather than continually referring to the other technical report.  References
should be included in a separate section as required by Item 601(b)(96)(iii)(B)(24) of
Regulation S-K.  Please consult with your qualified person to obtain a revised technical
report that complies with this guidance.
6.Please consult with your qualified person to obtain a revised technical report summary
that addresess the following:

•include references for all historical work,
•include an overview map to comply with Item 601(b)(96)(iii)(B)(3)(i),
•include a plan view map showing the results of current sampling to comply with Item
601(b)(96)(iii)(B)(7)(v),
•remove the historical drilling that has been included beginning on page 24, that has
not been conducted by or on behalf of the registrant, as required by
Item  601(b)(96)(iii)(B)(7), and
•include all disclosure required by Items 601(b)(96)(iii)(B)(8) and
601(b)(96)(iii)(B)(9); references to best practice guidelines from another jurisdiction
should be summarized.

 FirstName LastNameBrett Goss
 Comapany NameLIBERTY STAR URANIUM & METALS CORP.
 January 4, 2024 Page 3
 FirstName LastName
Brett Goss
LIBERTY STAR URANIUM & METALS CORP.
January 4, 2024
Page 3
            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 Craig Arakawa at 202-551-3650 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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LIBERTY STAR URANIUM & METALS CORP.

2 E. Congress St. Ste 900

Tucson, Arizona 85701, USA

September 9, 2021

VIA EDGAR

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    Attention:
    Division of Corporation Finance

Dear Sirs:

    Re:
    Liberty Star Uranium & Metals Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-259183

The Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the Registration Statement so that such
Registration Statement will become effective as of 9 a.m. on September 13, 2021, or as soon thereafter as practicable.

The Company acknowledges that

    ●
    should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust you will find the foregoing to be in order.
Please do not hesitate to contact the undersigned should you have any questions in this regard.

Yours truly,

    LIBERTY STAR URANIUM & METALS CORP.

    /s/ Patricia Madaris

    VP Finance & CFO

    520-561-7033

United States securities and exchange commission logo
September 7, 2021
Brett Gross
Chief Executive Officer and President
LIBERTY STAR URANIUM & METALS CORP.
2 E Congress St. Ste 900
Tucson, Arizona 85701
Re:LIBERTY STAR URANIUM & METALS CORP.
Registration Statement on Form S-1
Filed August 31, 2021
File No. 333-259183
Dear Mr. Gross:
            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 Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Andrew Frascona

CORRESP
1
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   Liberty Star Uranium & Metals Corp.: Correspondence - Filed by newsfilecorp.com

    LIBERTY STAR URANIUM & METALS CORP.

    5610 E. Sutler Lane

    Tucson, Arizona 85712, USA

August 5, 2015

VIA EDGAR

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    Attention:
    Division of Corporation Finance

Dear Sirs:

    Re:
    Liberty Star Uranium & Metals Corp. (the
      “Company”)

    Registration Statement on Form S-1

    File No. 333-205487

In connection with the Company’s Registration Statement on Form
S-1, the Company hereby requests acceleration of the effective date of the
Registration Statement to 1:00 p.m. (Eastern time), Wednesday, August
5, 2015 or as soon thereafter as possible, in accordance with Rule 461(a) of
Regulation C.

The Company acknowledges that

  should the United States Securities and Exchange Commission (the
  “Commission”) or the staff, acting pursuant to delegated authority,
  declare the filing effective, it does not foreclose the Commission from taking
  any action with respect to the filing;

  the action of the Commission or the staff, acting pursuant to delegated
  authority, in declaring the filing effective, does not relieve the Company
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filing; and

  the Company may not assert staff comments and the declaration of
  effectiveness as a defense in any proceeding initiated by the Commission or
  any person under the federal securities laws of the United States.

- 2 -

We trust you will find the foregoing to be in order. Please do
not hesitate to contact the undersigned should you have any questions in this
regard.

Yours truly,

    LIBERTY STAR URANIUM & METALS

    CORP.

    /s/
      James A. Briscoe

    James A. Briscoe

    President and Chief Executive Officer

July 7, 2015

Via E -mail
Mr. James Briscoe
Chief Executive Officer
Liberty Star Uranium & Metals Corp.
5610 E. Sutler Lane
Tucson, Arizona 85712

Re: Liberty Star Uranium & Metals Corp.
 Schedule 14A
Filed May 7, 2015
 File No. 000 -50071

Dear Mr. Briscoe :

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 laws 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 includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director

cc: Bernard Pinsky, Esq.
 Clark Wilson LLP

CORRESP
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   Liberty Star Uranium & Metals Corp.: Corresp - Filed by newsfilecorp.com

    LIBERTY STAR URANIUM & METALS CORP.

    5610 E. Sutler Lane

    Tucson, Arizona USA 85712

    May 26, 2015

    BY EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street North East

    Washington, DC 20549

    U.S.A.

    Attention:
    John Reynolds, Assistant Director

Dear Sirs:

    Re:
    Liberty Star Uranium & Metals Corp. (the
      “Company”)

    Form Schedule 14A

    Filed May 7, 2015

    File No. 000-50071

We write in response to your letter dated May 21, 2015 with
respect to the above-noted filing of the Company. We provide below our responses
to your comments. We have also provided a blacklined copy of the Preliminary
Schedule 14A showing the changes from our previous filing (attached as Schedule
“A” to this letter). For your ease of reference, our responses are numbered in a
manner that corresponds with your comments.

Proposal No. 3, page 17

    1.

      We note you are increasing the amount of authorized
      shares from 1,250,000,000 to 5,000,000,000. We also note your statements
      that “we have no plans or agreements in place for any financing at this
      time” and “we have no plans, proposals or arrangements, written or
      otherwise, at this time, to issue any of the additional available
      authorized shares of our common stock that would result from the
      Amendment.” Please revise your proxy statement to include the information
      required by Item 11 of Schedule 14A relating to any planned equity line
      financing transactions, or tell us why it is not
  applicable.

    Response:

      We intend to revise our proxy statement to reflect your
      comment. Please see the blacklined copy of the Preliminary Schedule 14A
      attached as Schedule “A” to this letter.

In addition, we also intend to revise our proxy statement to
change the number for the increase in the authorized shares to 6,250,000,000
from 5,000,000,000 and add a couple of sentences about the proxy solicitor.

- 2 -

The Company acknowledges 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 Securities and Exchange
      Commission (the “Commission”) from taking any action with respect
      to the filing; and

    •

      the Company may not assert staff comments as a defence in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

Should you have any questions, please do not hesitate to
contact the Company’s legal counsel: Bernard Pinsky or Jun Ho Song of Clark
Wilson LLP at (604) 687-5700.

    Yours truly,

    LIBERTY STAR URANIUM & METALS CORP.

    /s/ James A.
      Briscoe

    James A. Briscoe

    Chief Executive Officer

SCHEDULE A

BLACKLINED COPY OF PRELIMINARY SCHEDULE 14A

(PROXY CARD IS NOT INCLUDED)

May 21 , 2015

Via E -mail
Mr. James Briscoe
Chief Executive Officer
Liberty Star Uranium & Metals Corp.
5610 E. Sutler Lane
Tucson, Arizona 85712

Re: Liberty Star Uranium & Metals Corp.
  Form Schedule 14A
Filed  May 7, 2015
  File No.  000-50071

Dear Mr. Briscoe :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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.

Proposal No. 3, page 17

1. We note you are increasing the amount of authorized shares from 1,250,000,000 to
5,000,000,000.  We also note your statem ents that “we have no plans or agreements
in place for any financing at this time” and “we have no plans, proposals or
arrangements, written or otherwise, at this time, to issue any of the additional
available authorized shares of our common stock that wou ld result from the
Amendment.”  Please revise your proxy statement to include the information required
by Item 11 of Schedule 14A relating to any planned equity line financing
transactions, or tell us why it is not applicable.

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 Act of 193 3 and
all applicable Securities  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.

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
May 21 , 2015
Page 2

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not  foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact Hillary Daniels  at (202) 551 -3959  or David  Link  at (202) 551 -3356  with
any questions.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director

cc: Bernard Pinsky, Esq.
 Clark Wilson LLP

April 2 8, 2015

Via E -mail
Mr. James A. Briscoe , Chief Executive Officer
Liberty Star Uranium & Metals Corp oration
5610 E Sutler Lane
Tucson, AZ 85712

Re: Liberty Star Uranium & Metals Corporation
  Form 10 -K for the Fiscal Year Ended January 31, 2014
Filed May 16, 2014
 File No. 000-50071

Dear Mr. Briscoe:

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

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director

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    correspondence042115.htm

4.21.2015

United States Securities and Exchange Commission

Washington, D.C. 20549

Tia L. Jenkins, Senior Assistant, Chief Accountant

Office of Beverages, Apparel, and Mining

Re: Liberty Star Uranium & Metals Corp

Form 10-K for the Fiscal Year Ended January 31, 2014

File No. 000-50071

Dear Tia L. Jenkins:

Liberty Star has filed a second amendment to the 10-K for fiscal year 2013 to correct a copy and paste error.  The error caused the Big Chunk data block for Claim names to be incomplete.  The following Big Chunk data for Claim names is complete and appear in the newly amended 10-K/A:

Page 2

EXPLANATORY NOTE

The Company is filing this Amendment No. 2 to its Form 10-K in its entirety to include additional detail and correction regarding our mineral claims under Part I, Item 2. Properties, including claim descriptions.

Page 10

Big Chunk-AK Claims

BC 641 - BC 648

BC 797-798

BC 677

BC 817-818

BC 684 -691

BC 822

BC 713

BC 837-846

BC 720- 721

BC 864

BC 727

BC 1011-1014

BC 757

BC 1017-1018

BC 767 - 768

BC 1021-1022

BC 787

BC 1104-1105

BC 1113-1115

54 BC Claims

- 7,680 acres

Very Truly Yours,

/s/ James Briscoe

James A. Briscoe

CEO & Chief Geologist

Liberty Star Uranium & Metals Corp.

5610 E. Sutler Lane, Tucson, Arizona 85712 USA         Tel. (520) 907.9492         www.libertystaruranium.com

March 31, 2015
Via E -Mail
Mr. James A. Briscoe , Chief Executive Officer
Liberty Star Uranium & Metals Corp oration
5610 E Sutler Lane
Tucson, AZ 85712

Re: Liberty Star Uranium & Metals Corporation
  Form 10 -K for the Fiscal Year Ended January 31, 2014
Filed May 16, 2014
 Response Dated March 26, 2015
File No. 000-50071

Dear Mr. Briscoe:

We have reviewed  your March 26, 2015  response to our comment  letter  and have the
following comment s.  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 busine ss days by providing the requested
information or advis e 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.

1. We note your response s to comment s 1 through 6  in our March 2, 2015 letter  adding
additional detail as requested for your claim descriptions , location, maps, exploration
plans, sampling procedures, and clarification regarding your preparation of Canadian NI
43-101 reports.   Please file an amended Form 10 -K for the fiscal year ended January 31,
2014 which includes these proposed changes.

You may contact George Schuler, Mining Engineer, at (202) 551 -3718 w ith questions
about the engineering comments.  Please contact me at (202) 551 -3795 with any other questions.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director

CORRESP
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    responseletter.htm

March 26, 2015

United States

Securities and Exchange Commission

Washington, D.C. 20549

Tia L. Jenkins, Senior Assistant, Chief Accountant

Office of Beverages, Apparel, and Mining

James A. Briscoe

Chief Executive Officer

Liberty Star Uranium & Metals Corp.

5610 E. Sutler Lane

Tucson, AZ 85712

Re: Liberty Star Uranium & Metals Corp

Form 10-K for the Fiscal Year Ended January 31, 2014

Filed May 16, 2014

Response dated February 12, 2015

File No. 000-50071

Dear Tia L. Jenkins:

In regard to your letter request for additional information requests to better understand our disclosures, Liberty Star submits the following responses.  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.

Form 10-K for the Fiscal Year Ended January 31. 2014

Properties, page 8

North Pipes Super Project. page 9

1.

We note your response to comment 1 indicating all your North Pipe mining claims are unpatented federal lode mining claims and a BLM file regarding these claims was provided on the supplemental CD. We also note your statement that this information is confidential and may not be disclosed despite being publicly available on the U.S. Bureau of Land Management BLM) website.

We reissue comment 1, please amend your filing clarifying whether your mining claims for your material properties, such as the North Pipes, Big Chunk, Tombstone, and East Silverbell are patented or unpatented federal lode mining claims, describing the option agreements with JABA, providing identifying information such as claim names for all your material properties, and disclosing the area of your claims and mineral leases, either in hectares or in acres.

Response: We will amend our filing to clarify your requests as follows:

For North Pipes, page 9:

North Pipes Super Project (“North Pipes” and “NPSP”):

We hold a 100% interest in 376 (unpatented) Federal lode mining claims strategically placed on the Arizona Strip. The 376 unpatented Federal lode mining claims with an area of 7,761 acres include breccia pipe targets (“Pipes”). Breccia pipes are cylindrical formations in the earth’s crust sometimes identified by a surface depression, or surface bump or no visible surface expression at all, and contain a high concentration of fragmented rock “breccia” sometimes cemented by uranium and other minerals.

North Pipes-AZ Claims

23 BC Claims

8 JN Claims

6 SA Claims

2 BP Claims

10 JT Claims

56 SG Claims

7 BR Claims

29 LA Claims

14 SR Claims

1 BT Claim

3 LC Claims

28 ST Claims

2 CV Claims

14 LR Claims

3 VP Claims

4 FT Claims

9 NT Claims

9 WB Claims

14 GN Claims

12 PE Claims

2 WC Claims

7 GP Claims

7 RC Claims

11 WR Claims

8 HC Claims

44 RW Claims

2 WS Claims

3 HR Claims

32 RX Claims

6 WZ Claims

376 Claims - 7,761 Acres

For Big Chunk, page 10:

Big Chunk Super Project (“Big Chunk”) – Location, claims, geology and technical studies:

We hold a 100% interest in 54 State mining claims in the Iliamna region of Southwestern Alaska with an area of 7,680 acres, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage, Alaska.

Big Chunk-AK Claims

BC 641 - BC648

BC 767 - 768

BC 677

BC 787

BC 684 -691

BC 797 -798

BC 713

BC 817 - 818

BC 720- 721

BC 822

BC 727

BC 837 - 838

BC 757

54 BC Claims- 7,680 acres

2

For Tombstone, page 12:

Tombstone Super Project (“Tombstone”):

We hold 99 unpatented standard Federal lode mining claims with an area of 1878.68 acres located due east and southeast of the town of Tombstone, Arizona. We also hold unpatented Arizona State Mineral Exploration Permits (MEPs) covering 7,515 acres in the same area. We also hold an option to explore 33 unpatented standard Federal lode mining claims (684 acres out of the total 1878.68 acres) located in the same region. On April 29, 2008 Liberty Star announced that it had leased, with an option to purchase, three properties from JABA US Inc. in Arizona and Nevada, USA.  Liberty Star President James A. Briscoe controls JABA US INC and Dr. J. M. Guilbert, Director of the Company, holds a small stock position as well.  The properties in Arizona are part of the Tombstone and the 26 claims East Silver Bell projects. The option covering the property in Nevada was sold in October, 2008 to NPX Metals. Proceeds from that sale were loaned immediately back to Liberty Star by Mr. Briscoe. For the remaining claims, according to the option agreement, Liberty Star can earn up to 100% interest by keeping up annual assessment work and spending $175,000 in exploration expenditures on the properties between April 2008 and January 1, 2011. This provision payment of Assessment and related expenses has been met and option agreement has been maintained over the Tombstone and East Silver Bell Claims.

LIBERTY STAR TOMBSTONE-AZ

JABA Optioned Claims

Federal Unpatented Claims

Claim Names

HM 87-143

TS 125- 152

TS 168-176

TS 163- 167

Claim Acreage

57 HM Claims- 1095.18 acres

33 TS Claims- 684 acres

9 TS Claims- 99.5 acres

State Exploration  Permits

15 State MEP's- 7,515 acres

For East Silverbell, page 13:

East Silverbell Porphyry Copper Project (“East Silverbell” or “ESB”):

Located northwest of Tucson, Arizona, the claims currently are within the Ironwood National Monument, which was established after the claims were staked and validated by numerous drill holes in addition to extensive technical studies. We plan to ascertain whether the East Silver Bell claims possess commercially viable deposits of copper. We hold an option to explore 26 unpatented standard Federal lode mining claims with an area of 536.03 acres

3

located in the same region. The optioned mineral claims are owned by JABA US Inc., a corporation in which two of our directors are owners.” On April 29, 2008 Liberty Star announced that it had leased, with an option to purchase, three properties from JABA US Inc. in Arizona and Nevada, USA.  The properties in Arizona, are part of the Tombstone (and the 26 claims) East Silverbell projects. The option covering the property in Nevada was sold in October, 2008 to NPX Metals, and the proceeds were paid by JABA US Inc. as a loan to Liberty Star.   According to the option agreement, Liberty Star can earn up to 100% interest by keeping up annual assessment work and spending $175,000 in exploration expenditures on the properties between April 2008 and January 1, 2011. This provision has been met for the assessment work and other related expense payments, and even though the work commitment is now in arrears the option agreement has been maintained over the Tombstone and East Silver Bell Claims.

JABA Optioned Properties

East Silver Bell-AZ Claims

ESB 180-191

ESB 193

ESB 195

ESB 238

ESB 240

ESB 242-245

ESB 247-251

ESB 301

26 ESB Claims- 536.03 acres

2.

We note your response that location information was provided on the supplemental CD for your North Pipes property and your statement the information is confidential and may not be disclosed. We reissue comment 2, please amend your filing and describe within your filing the location of your material mineral properties, such as the North Pipes, Big Chunk, Tombstone, and East Silverbell properties. Please note much of this information is available on your company website and other public websites.

Response: We will amend our filing to reflect your requests as follows:

North Pipes, page 9 –North Pipes is located on the Arizona Strip, which is located approximately 10 miles south of the town of Fredonia, AZ. Access is by Hwy 389 and various dirt roads, some of which are maintained and some that are very primitive. 4WD vehicles are necessary for the primitive dirt roads. Some of the claims cannot be driven to and require hiking to their location or under an approved plan of operation it is possible to create an access road.

Big Chunk, page 10 –Big Chunk is in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage Alaska. Two or more Air Taxi services connect to the village of Iliamna roughly 240 miles distant.  At Iliamna, approximately 27 miles southeast of Big Chunk, there is a major regional airport, Fixed Base Operator (FBO), fuel, both jet and gas are available, as well as bush planes and sometimes helicopters for rent with pilot. Air is the only practical way to the property either by float plane, ski plane in the winter, or helicopter. Ground travel is unsafe and impractical in the summer because of a dense population of black bears, grizzly bears, bogs and small lakes.  During the winter access could be made by snow machine though it would be a rugged trip.

4

Tombstone, page 12 – Tombstone properties are located due east and southeast of the town of Tombstone, Arizona. The Walnut Creek Project is located immediately east of the town of Tombstone. The Hay Mountain Project is located 6.5 miles southeast of Tombstone; access is by Hwy 89 and Davis Rd.

East Silverbell, page 13- Located approximately 30 miles northwest of Tucson, Arizona, and 18 miles from the Avra Valley road off ramp and then 18 miles west, just north of that road on good dirt roads – accessible with a 2 wheel drive vehicle the claims currently are within the Ironwood Forest National Monument, which was created after the claims were staked, underwent detailed geochem and geophysical studies and drilled with numerous drill holes revealing a mineralized body.

3.

We note your response to comment 3 that you provided a map of your North Pipe claim group with your supplemental CD. We reissue comment 3 please amend your filing and provide location maps of all your material properties, such as the North Pipes, Big Chunk, Tombstone, and East Silverbell properties.

Response: We will amend our filing to provide the following location maps for each material property.

5

6

7

Big Chunk Super Project. Page 10

4.

We note your response to comment 5 that your exploration plans are limited due to funding restrictions for your Big Chunk and Tombstone properties. We re-issue comment 5 please modify your filing and disclose the exploration plans for all your material properties, such as the North Pipes, Big Chunk, Tombstone, and East Silverbell properties.

Response: We will amend the 10K for the year ending January 31, 2014 to comply with the request as follows:

North Pipes, page 9 – We plan to ascertain whether our North Pipes claims possess commercially viable deposits of uranium. Due to the moratorium of location of lode mining claims on the Arizona Strip and the low price of U3O8 we have no current exploration plans and will not until the uranium price increases and the moratorium expires in about 15 years. We intend to hold a strategic position until such time that it is economically feasible to mount a new drilling program. We want to take advantage of more than a million dollars of exploration data which was acquired by Liberty Star when uranium prices were higher and before the moratorium was instituted.

Big Chunk, page 10 – We plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium, rhenium and zinc. Due to decisions made by the EPA regarding the nearby Pebble Deposit we

have no immediate exploration plans, however, we intend to hold our land position until such a time we determine it is clear that exploration is economically viable again.

Tombstone, page 12 – At Hay Mountain, we plan to ascertain whether the HM lode mining claims and  AZ MEPs possess commercially viable deposits of copper, gold, molybdenum, silver, zinc, rare earth metals and other valuable metals. We have a phased exploration plan that involves diamond core drilling of multiple holes over targets determined by analysis of geochemical sampling and ZTEM electromagnetic and magnetic survey. Initial phase 1 drilling is planned to take approximately one year. Should results indicate the viability of the project, additional phased work, both exploration and development, is planned over the course of seven total years to define the nature and size of an ore body(s) and move toward mining.   Any exploration plans are dependent on acquiring suitable funding. No part of the phased program is currently funded.

East Silverbell, page 13- We plan to ascertain whether the East Silverbell claims possess commercially viable deposits of copper. Due to difficulty of doing work on the Ironwood Forest National Monument, which was created after drill definition of a mineral body on our claims, we are negotiating with an adjacent fee-simple, land-owner on which half of the mineral zone lies, to explore in detail to develop a viable ore body.

5.

We note your response to comment 6 that your sampling protocols are included on the supplemental CD. We re-issue comment 6 please amend your filing and disclose the sampling protocols for all your material Properties, such as the North Pipes, Big Chunk, Tombstone, and East Silverbell properties.

8

Answer: We will amend our filing to disclose the sampling protocols for all our material properties as follows:

Sampling Protocols for all projects - Liberty Star trains all employees/contractors conducting sample collection to use a handheld digital mobile device to record all aspects of each individual sample. The handheld mobile device leads the sampler through a series of dropdown menu windows with various description capabilities and the ability to record a GPS coordinate. Data from the device is uploaded to our database daily. Liberty Star also uses professionally created video training to teach samplers the proper techniques of obtaining a proper sample whether it is soil, rock or vegetation and instruction on avoiding contamination. After samples are collected they are stored in a secure location under lock and key until they are shipped via FedEx or UPS using chain of custody guidelines to a professional sample prep lab in Washoe Valley, Nevada run by Shea Clark Smith, MSc/ Geochemist. Mr. Smith prepares the samples by crushing, mixing, pulverizing and homogenizing. Then a 200 gram sample is scientifically split for shipment to a Certified Assay Laboratory, of each original sample. Standards, blanks and duplicates are added to the sample stream, including such Quality Assurance Quality Control (QA/QC) every 10th assay sample.   Before being sent to a certified assay lab using ICP-MS analysis the samples are randomized. Once Liberty Star gets the analysis data back from the laboratory, checks for quality assurance and control are made using data from the blanks, standards and duplicates. The results are sent to Liberty Star by email and a paper copy mailed for verification and as a permanent record. The data are then de- randomized and processed for interpretation by various software programs designed for the purpose.

6.

We note your response to comment 7 that your technical reports are only formatted as proscribed by National Instrument 43-101 and that you do not trade securities in Canada. We reissue comment 7 please modify your filing and provide language clarifying that your National Instrument 43-101 formatted reports have not been filed on SEDAR for review by the Canadian authorities or reclassify them as geologic reports. This would apply to all National Instrument 43-101 reports for your material properties such as the North Pipes, Big Chunk, Tombstone, and East Silverbell properties.

Response: We will amend the 10K for the year ending January 31, 2014 to comply with the

CORRESP
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LIBERTY STAR URANIUM & METALS CORP.

March 10, 2015

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC  20549

USA

Attention:

Tia L. Jenkins,

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

Dear Sirs:

Re:   Liberty Star Uranium & Metals Corp. (the “Company”)

         Form 10-K for the Fiscal Year Ended January 31, 2014

         Filed May 16, 2014

         Response dated February 12, 2015

         File No. 000-50071

We acknowledge receipt of your letter dated March 2, 2015.  Further to our legal counsel, Bernard Pinsky’s telephone conversation with Blaise Rhodes of your office, we expect to provide a response to your comments by no later than March 31, 2015.

Should you have any questions, please do not hesitate to contact the Company’s legal counsel: Bernard Pinsky of Clark Wilson LLP at (604) 643-3153.

Yours very truly,

/s/ James Briscoe

James A. Briscoe,

Chief Executive Officer

Liberty Star Uranium & Metals Corp.

March 2 , 2015

Via U.S. M ail
Mr. James A . Briscoe
Chief Executive Officer
Liberty Star Uranium & Metals Corp
5610  E Sutler Lane
Tucson, AZ  85712

Re: Liberty Star Uranium & Metals Corp
 Form 10-K for the Fiscal Year Ended January 31, 2014
Filed May 16, 2014
Response dated February 1 2, 2015
File No. 000 -50071

Dear Mr. Briscoe :

We have reviewed your response  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 busine ss days by providing the requested
information or advis e 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 and any amendment you may file in response to these
comments , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended  January 31, 2014

Properties, page 8
North Pipes  Super Project ,  page 9

1. We note your response to comment 1 indicating  all your North Pipe mining claims are
unpatented federal lode mining claims and a BLM file regarding these claims was provided
on the supplemental CD.  We also note your statement that this information is confidential
and may not be disclosed despite being publicly available on the U .S. Bureau of Land
Management  BLM)  website.  We reissue co mment 1, please amend your filing clarifying
whether your mining claims for your material properties, such as the North Pipes, Big
Chunk, Tombstone, and East Silverbell are patented or unpatented federal lode mining
claims, describing the option agreements  with JABA, providing i dentifying information such
as claim names  for all your material properties , and disclosing the area of your claims and
mineral leases, either in hectares or in acres.

James A. Briscoe
Liberty Star Uranium & Metals Corp
March 2 , 2015
Page 2

2. We note your response that location information was provided on the supplemental CD for
your North Pipes property and your statement the information is confidential and may not be
disclosed.  We reissue comment 2, please amend your filing and describe  within your filing
the location of your material mineral properties,  such as the North Pipes, Big Chunk,
Tombstone, and East Silverbell properties..  Please note much of this information is available
on your company website and other public websites.

3. We note your response to comment 3 that you provided a map of your North  Pipe claim
group with your supplemental CD.  We reissue comment 3 please amend your filing and
provide location maps of all your material properties, such as the North Pipes, Big Chunk,
Tombstone, and East Silverbell properties.

Big Chunk  Super Project , page 10

4. We note your response to comment 5 that your exploration plans are limited due to funding
restrictions for your Big Chunk and Tombstone properties.  We re -issue comment 5 please
modify your filing and disclose the exploration plans for all your material pr operties, such as
the North Pipes, Big Chunk, Tombstone, and East Silverbell properties.

5. We note your response to comment 6 that your sampling protocols are included on the
supplemental CD.  We re -issue comment 6 please amend your filing and disclose the
sampling protocols for all your material properties, such as the North Pipes, Big Chunk,
Tombstone, and East Silverbell properties.

6. We note your response to comment 7 that your technical reports are only formatted as
proscribed by National Instrument 43 -101 and that you do not trade securities in Canada .  We
reissue comment 7 please modify your filing and provide language clarifying that your
National Instrument 43 -101 formatted reports have not been filed on SEDAR for review by
the Canadian authorities or  reclassify them as geologic reports.  This would apply to all
National Instrument 43 -101 reports for your material properties such as the North Pipes, Big
Chunk, Tombstone, and East Silverbell properties.

Form s 10-Q for the Fiscal  Quarter s Ended July 31, 201 4 and October 31, 2014

Controls and Procedures

7. We note your response to our prior comment 8  that that your disclosure controls and
procedures were effective beginning with the quarter ended July, 31, 2014.  However, your
response does not explain how you remediated the material weakness relating to your lack of
segregation of duties.  Therefore, we partially reissue our comment.  In forming your
conclusion, please tell us how you considered the material weakness regar ding lack of
segregation of duties that you identified in your  assessment of internal control over financial
reporting as of January 31, 2014.  Please revise your disclosures regarding changes in your

James A. Briscoe
Liberty Star Uranium & Metals Corp
March 2 , 2015
Page 3

 internal control over financial reporting and correctio ns of material weaknesses, as
appropriate.  Alternatively, please amend your Forms 10 -Q for the period s ended July 31,
2014 and October 31, 2014  to disclose, if true, your disclosure controls and procedures were
not effective as of July 31, 2014 and October  31, 2014 respectively .

You may contact Blaise Rhodes at (202) 551 -3774 or Raj Rajan at (202) 551 -3388 if you
have questions regarding comments on the financial statements and related matters.  Please
contact George Schuler  at (202) 551 -3718 with engine ering questions.

Sincerely,

 /s/Tia L. Jenkins

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

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February 12, 2015

United States

Securities and Exchange Commission

Washington, D.C. 20549

Tia L. Jenkins, Senior Assistant, Chief Accountant

Office of Beverages, Apparel, and Mining

Re: Liberty Star Uranium & Metals Corp

Form 10-K for the Fiscal Year Ended January 31, 2014 Filed May 16, 2014

File No. 000-50071

Dear Tia L. Jenkins,

In regard to your letter request for additional information, Liberty Star submits the following responses.  Please let us know if you require additional information and we will reply promptly.

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.

The company holds exact land location, and some detail information as confidential and we require that the confidentiality be kept by the SEC harm the company would suffer if such information became public. There is fierce competition to locate properties in this area which have commercial mineralization potential and until we are able to legally secure all the portions of the project that we will need to make a viable minesite should the project prove economically feasible, any disclosure of exact land location would give anyone the opportunity to destroy our business plan and viability of a mine. For this purpose, we have included a postage paid, self-addressed envelope for return of this data which includes our confidential CD.

Very Truly Yours,

/s/ James A. Briscoe

James A. Briscoe

CEO & Chief Geologist

Liberty Star Uranium & Metals Corp.

5610 E. Sutler Lane, Tucson, Arizona 85712 USA Tel. (520) 907.9492 www.libertystaruranium.com

Form 10-K for the Fiscal Year Ended January 31, 2014 Properties, page 9

North Pipes, Page 9

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

• A description of all interests in your properties, including the terms of all underlying agreements and royalties.

ANSWER: This information is currently part of the original 10k published through EDGAR

5.16.2014. Page 9: “We hold a 100% interest in 376 Federal lode mining claims …” The interests are held by staking which occurred in 2005. There are no underlying agreements to disclose for the fiscal year ending 1.31.2014.

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

ANSWER: All claims are unpatented Federal lode mining claims.

• Please include certain identifying information, such as the property names, claim numbers, grant numbers, mining concession name or number, and dates of recording and expiration that is sufficient to enable the claims to be distinguished from other claims that may exist in the area of your properties.

ANSWER: See PDF titled North Pipes Claim Data as of 1.31.2014 on enclosed CD for information obtained through the US Bureau of Land Management website for the fiscal year ending 1.31.2014. However, this information is confidential and should not be disclosed to the public as its disclosure could result in irreparable harm to our company.

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

ANSWER: From page 7 of the 10K for the period ending 1.31.2014:

5610 E. Sutler Lane, Tucson, Arizona 85712 USA Tel. (520) 907.9492 www.libertystaruranium.com

Page 2

“We are required to pay annual rentals to maintain our North Pipes Federal lode mining claims in good standing. The rental period begins at 12:01 PM on September 1st through the following September 1st at 12:00 and rental payments are due by the first day of the rental period starting at 12:01 PM. The annual rental is $140 per claim. Additional fees of $45 per claim are due in the first year of filing a Federal lode mining claim along with the first year’s rent. The rentals of $54,600 for the period from September 1, 2013 to September 1, 2014 have been paid. The annual rentals due by September 1, 2014 of $54,600 are required to maintain the North Pipes claims for the period from September 1, 2014 through September 1, 2015. There is no requirement for annual assessment or exploration work on the Federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the Federal lode mining claims.”

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

Please ensure that you fully discuss the material terms of the land or mineral rights securing agreements, as required under paragraph (b)(2) of Industry Guide 7.

ANSWER: The size of North Pipes in terms of acres on 1.31.2014 was 7,783.2 acres. As noted above from page 7, we pay the claims. “We” signifies Liberty Star Uranium & Metals Corp. alone.

2. Please disclose the information required under paragraph (b) of Industry Guide 7 for all your material properties listed under this heading.  For any properties identified that are not material, please include a statement to that effect, clarifying your intentions.   For each material property, include the following information:

• The location and means of access to your property, including the modes of transportation utilized to and from the property.

ANSWER: Detailed location information is in PDF titled North Pipes Claim Map 8.13.2013 on the enclosed CD. The land is undeveloped and has only dirt roads throughout requiring 4WD transportation. However, this information is confidential and should not be disclosed to the public as its disclosure could result in irreparable harm to our company. There is competition to locate viable claims areas and if we disclose the exact location of our project before we are able to secure sufficient property, a competing land interest in the midst of our project could render our plans unfeasible.

• Any conditions that must be met in order to obtain or retain title to the property, whether you have surface and/or mineral rights.

5610 E. Sutler Lane, Tucson, Arizona 85712 USA Tel. (520) 907.9492 www.libertystaruranium.com

Page 3

ANSWER: We hold Federal lode mining claims. From page 7 of the 10k for the period ending 1.31.2014 states: “The annual rentals due by September 1, 2014 of $54,600 are required to maintain the North Pipes claims for the period from September 1, 2014 through September 1, 2015. There is no requirement for annual assessment or exploration work on the Federal lode mining claims, this having been supplanted by the rental fee.”

• A brief description of the rock formations and mineralization of existing or potential economic significance on the property.

ANSWER: This information is currently part of the 10k for the period ending 1.31.2014 on page

9: “The 376 Federal lode mining claims include breccia pipe targets (“Pipes”). Breccia pipes are

cylindrical formations in the earth’s crust sometimes identified by a surface depression, or surface bump or no visible surface expression at all, and contain a high concentration of fragmented rock ‘breccia’ sometimes cemented by uranium and other minerals.”

• The total costs incurred to date and all planned future costs.

ANSWER: Total costs including claim staking (initially in 2005), claim maintenance (see PART I ITEM1. Business. “Compliance with Government Regulation” in each 10K starting for the year ending 1.31.2006 through 1.31.2014) and a drilling program (exploratory) in 2007-2008 are $5,220,794.44.

Starting in early 2006 there was an exploratory program consisting of reconnaissance and geologic mapping – first by acquiring high resolution color aerial photography over 2,000 sq. miles, geo- photointerpretation much of which was by Dr. Karen Wenrich, PhD geology – who had some 27 years working on the breccia pipes for the USGS, and Later won ½ of the Nobel Peace prize for her work at the UAEA, Brussels, UN, as well as about a dozen geologists, geochemists and geophysicist.  In addition to geology, geophysics gamma ray spectroscopy some 14 thousand soil samples were collected and analyzed by a certified lab for 63 elements.  These were located precisely as they were collected using GPS.  The results were compiled and plotted using GIS software, and various contouring and interpretation techniques.  Expenses included food & lodging and a daily commute of about 100 miles.  Road conditions were extreme and resulted in vehicle expenses of $2.00 / mile various contractors were used in claim staking, and other contract work in sample collection.  Helicopters and light planes were used for various transportation tasks.  Home office support also involved permanent and contract support.

5610 E. Sutler Lane, Tucson, Arizona 85712 USA Tel. (520) 907.9492 www.libertystaruranium.com

Page 4

Exploratory drilling is all costs in, including travel food and lodging, and payments on the drill rig.  Further there were costs of drill bits, fuel, drilling permits, maintenance costs of the drill rig and of support vehicles.  Also included are the costs of reclamation bonds and reclamation costs of lands disturbed by drilling.  There were also costs of conducting archaeological surveys to identify prehistoric remains of human habitation or human activity.

Currently there are no planned costs for the North Pipes Super Project unless commodity prices, specifically for uranium, increase enough to make exploration financially tenable. The Moratorium on acquiring any additional land has additionally negatively affected the investment climate for such work currently.

3. Please insert a small-scale map showing the location and access to each material property, as required by Instruction 3(b) to Item 102 of Regulation S-K.  Please note the EDGAR program now accepts maps in certain electronic formats, so please include these maps in your amendments uploaded to EDGAR.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at (202) 551-8900 for Post-Acceptance Filing Issues or (202) 551-3600 for Pre-Acceptance Filing Issues.  We believe the guidance in Instruction 3(b) of Rule 102 of Regulation S-K would generally require maps and drawings to comply with the following features:

 •
 A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

 •
 A graphical bar scale should be included. Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

 A north arrow.

 •
 An index map showing where the property is situated in relationship to the state or province, etc., in which it was located

 •

A title of the map or drawing, and the date on which it was drawn.

 •
 In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

ANSWER: Refer to North Pipes Claims Map 8.13.2013 on the enclosed CD

5610 E. Sutler Lane, Tucson, Arizona 85712 USA Tel. (520) 907.9492 www.libertystaruranium.com

Page 5

Big Chunk, page 10

4.

We note you reference several geologic reports in your filing for your Big Chunk and Tombstone properties.  Please forward to our engineer as supplemental information and not as part of your filing, as required by Section C of Industry Guide 7 pursuant to Rule 12b-4 of the Exchange Act.  The information requested includes, but is not limited to:

·

Property and geologic maps

·

Description of your sampling and assaying procedures

·

Drill-hole maps showing drill intercepts

·

Representative geologic cross-sections and drill logs

•

     Description and examples of your cut-off calculation procedures

•

     Copies of any pertinent engineering or geological reports, and executive       summaries of feasibility studies or mine plans which including the cash flow analyses.

• A detailed permitting and government approval schedule for the project, particularly identifying the primary environmental or construction approval(s) and your current location on that schedule

To minimize the transfer of paper, please provide the requested information on a CD, formatted as Adobe PDF files and provide the name and phone number for a technical person our engineer may call, if he has technical questions about your reserves.

ANSWER: One technical report for the Big Chunk and three technical reports for the Tombstone area are in PDF format are on the enclosed CD. These reports are made for Exploration Stage properties as defined in the Industry Guide 7 under Definitions (4) (i). Questions regarding technical aspects of the Reports should be directed to Liberty Star’s CEO/Chief Geologist James A. Briscoe 520-907-9492.

In the event your company desires the return of this supplemental material, please make a written request with the letter of transmittal and include a pre-paid, pre-addressed shipping label to facilitate the return of the supplemental information.  Please note that you may request the return of this information pursuant to the provisions of Rule 12b-4 of the Exchange Act.

ANSWER:  We do request return of the enclosed CD. The required letter of request and return shipping materials are enclosed with this communication.

5610 E. Sutler Lane, Tucson, Arizona 85712 USA Tel. (520) 907.9492 www.libertystaruranium.com

Page 6

5. It appears you should also expand your disclosure concerning the exploration plans for your properties to address the following points.

• Disclose a brief geological justification for each of the exploration projects written in non- technical language.

ANSWER: For the Big Chunk project this information is currently part of the 10K for the period ending 1.31.2014: Page 10: “The claims are immediately adjacent and contiguous to the Pebble mine property and about 3 miles north east from the Pebble Porphyry copper, gold, molybdenum, silver, palladium, rhenium and zinc mineral deposit which is reportedly one of the largest of its type in the world. In 2011, the Company engaged the international firm of SRK Consulting, Engineering and Scientist of Tucson (“SRK”) through its Tucson, Arizona office to prepare a Technical Report in the same format of the internationally accepted Canadian National Instrument NI 43-101. In their report which encompasses some 194 pages of technical data, they compared the Northern Dynasty NI 43-101 geologic and drill data, published on the Northern Dynasty web site in its entirety, to results of Liberty Star’s technical work on the Big Chunk ground. They concluded amongst other things: (1) Twenty seven scout diamond drill holes drilled by Liberty Star in 2004 – 2005 intersected the same rock types as were intersected in the exploration drilling on the Pebble deposit (2) All drill holes, which were spaced over some 500 square miles, intersected the outer shell or propylitic halo of multiple porphyry copper systems, which is the model co- developed by our director, Dr. John Guilbert; and (3) Copper and molybdenum sulfides along with low grade gold were intersected in two drill holes in the White Sox target area.”

For the Tombstone Project this information is currently part of the 10K for the period ending 1.31.2014. Page12: “…Tombstone was a large and ancient (72 million years before the present – or Laramide in age) volcanic structure – a caldera. He brought this to the attention of t

CORRESP
1
filename1.htm

    correspondence011515.htm

Liberty Star Uranium & Metals Corp.

5610 East Sutler Lane

Tucson, Arizona  85712

January 16, 2015

VIA EDGAR

Securities and Exchange Commission

100 F Street North East

Washington, DC 20549  USA

Attention:

Tia L. Jenkins, Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

Dear Sirs/Mesdames:

Re:   Liberty Star Uranium & Metals Corp. (the “Company”)

        Form 10-K for the Fiscal Year Ended January 31, 2014

        Filed May 16, 2014

        File No. 000-50071

We write in response to your letter dated January 7, 2015 sent via U.S. Mail. Your letter was sent to 5601 E. Sutler Lane, Tucson AZ, which address was a typographical error. Our address is 5610 E. Sutler Lane, not 5601. We did receive your letter on January 15, 2015. Please update your records.

You have requested that we advise you as to when we will provide the requested response within 10 business days of your letter. As a result of the type and quantity of information that you have requested, some of which does not exist at the moment and must be created, it will take considerable time to provide all the requested information. At this time we estimate that we will be able to provide the requested information on or about Monday, February 16, 2015. If we are able to provide the information earlier, we will certainly do so.

Yours truly,

LIBERTY STAR URANIUM & METALS CORP.

/s/ James Briscoe

James Briscoe

President, Chief Executive Officer and Chief Financial Officer

January 7, 2015

Via U.S. M ail
Mr. James A . Briscoe
Chief Executive Officer
Liberty Star Uranium & Metals Corp
5601 E  Sutler Lane
Tucson, AZ  85712

Re: Liberty Star Uranium & Metals Corp
 Form 10-K for the Fiscal Year Ended January 31, 2014
Filed May 16, 2014
File No. 000 -50071

Dear Mr. Briscoe :

We have reviewed your filing an d 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 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 co mments apply 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 10 -K for  the Fiscal Year End ed January 31, 2014

Properties, page 9
North Pipes, Page 9

1. Please disclose the following information for each of your properties:
 A description of all interests in your properties, including th e terms of all underlying
agreements and royalties.
 An indication of the type of claim or concession such as placer or lode, exploration or
exploitation, whether the mining claims are State or Federal mining claims, patented
or unpatented claims, mining le ases, or mining concession s.
 Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording
and expiration that is sufficient to enable the claims to be di stinguished from other
claims that may exist in the area of your properties.

James A. Briscoe
Liberty Star Uranium & Metals Corp
January 7, 2015
Page 2

  The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary payments, annual maintenance fees, and
disclose who is resp onsible for paying these fees.
 The area of your claims, either in hectares or in acres.
Please ensure that you fully discuss the material terms of the land or mineral rights
securing agreements, as required under paragraph (b)(2) of Industry Guide 7.

2. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
your material properties listed under this heading.  For any properties identified that are
not material, please include a statement to that effect, clarifying your in tentions.  For each
material property, include the following information:
 The location and means of access to your property, including the modes of
transportation utilized to and from the property.
 Any conditions that must be met in order to obtain or reta in title to the property,
whether you have surface and/or mineral rights.
 A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.
 The total costs incurred to date and all planned future costs.
You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address:
www.sec.gov/ab out/forms/industryguides.pdf

3. Please insert a small -scale map showing the location and access to each material
property, as required by Instruction 3(b) to Item 102 of Regulation S -K.  Please note the
EDGAR program now accepts maps in certain electronic fo rmats, so please include these
maps in your amendments uploaded to EDGAR.  For more information, please consult
the EDGAR manual, and if additional assistance is required, please call Filer Support at
(202) 551 -8900 for Post -Acceptance Filing Issues or (20 2) 551 -3600 for Pre -Acceptance
Filing Issues.  We believe the guidance in Instruction 3(b) of Rule 102 of Regulation S -K
would generally require maps and drawings to comply with the following features:
 A legend or explanation showing, by means of pattern o r symbol, every pattern or
symbol used on the map or drawing.
 A graphical bar scale should be included.  Additional representations of scale such as
"one inch equals one mile" may be utilized provided the original scale of the map has
not been altered.
 A north arrow.
 An index map showing where the property is situated in relationship to the state or
province, etc., in which it was located.
 A title of the map or drawing, and the date on which it was drawn.
 In the event interpretive data is submitted in conju nction with any map, the identity of
the geologist or engineer that prepared such data.
Any drawing should be simple enough or of sufficiently large scale to clearly show all
features on the drawing.

James A. Briscoe
Liberty Star Uranium & Metals Corp
January 7, 2015
Page 3

 Big Chunk, page 10

4. We note you reference several geologic reports in your filing for your Big Chunk and
Tombstone properties.  Please forward to our engineer as supplemental information and
not as part of your filing, as required by Section C of Industry Guide 7 pursuant to Rule
12b-4 of the Exchange Act .  The information requested includes, but is not limited to:
 Property and geologic maps
 Description of your sampling and assaying procedures
 Drill -hole maps showing drill intercepts
 Representative geologic cross -sections and drill logs
 Description and exa mples of your cut -off calculation procedures
 Copies of any pertinent engineering or geological reports, and executive summaries
of  feasibility studies or mine plans which including the cash flow analyses
 A detailed permitting and government approval sched ule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.
To minimize the transfer of paper, please provide the requested information on a CD,
formatted as Adobe PDF file s and 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 this supplemental material, please make a
written request with the let ter of transmittal and include a pre -paid, pre -addressed
shipping label to facilitate the return of the supplemental information.  Please note that
you may request the return of this information pursuant to the provisions of Rule 12b -4 of
the Exchange Act.

5. It appears you should also expand your disclosure concerning the exploration plans for
your properties to address the following points.
 Disclose a brief geological justification for each of the exploration projects written in
non-technical language.
 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each explora tion activity, such as geophysics,
geochemistry, surface sampling, drilling, etc. for each prospect.
 If there is a phased program planned, briefly outline all phases.
 If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.
 Disclose how the exploration program will be funded.
 Identify who will be conducting any proposed exploration work, and discuss what
their qualifications are.

6. Detailed sampling provides the basis for the quality estimate or grade of your mineral
discovery.  Please provide a brief description of your sample collection, sample
preparation, and the analytical procedures used to develop your analytical results.  In
addition, please disclose any Quality Assurance/Quality Control (QA/QC) protoco ls you

James A. Briscoe
Liberty Star Uranium & Metals Corp
January 7, 2015
Page 4

 have developed for your exploration program.  These procedures would serve to inform
potential investors regarding your sample collection and preparation, assay controls,
sample custody, assay precision and accuracy procedures and protocols.

7. We not e your disclosure stating that you prepared a standard Canadian National
Instrument 43 -101 report for your properties.  Tell us whether you filed the report on
SEDAR for review by the Canadian authorities.  If you have not, you will need to address
the pot ential variance in perception either by replacing references to “standard National
Instrument 43 -101 report” with “geologic report” or by adding language clarifying that
the report has not been filed on SEDAR for review by the Canadian authorities as is th e
general practice by Canadian filers.

If there are any questions concerning the above comments , please phone Mr. George K.
Schuler, Mining Engineer at (202) 551 -3718.

Form s 10-Q for the Quarterly Period s Ended July 31, 2014  and October 31, 2014

Item 4. Controls and Procedures

8. We note you concluded that your disclosure controls and procedures were effective as of
July 31, 2014  and October 31, 2014 .   In forming this conclusion, please tell us how you
considered the following: (a) the material weaknesses you had as of January 31,2014 (b)
your internal control over financial reporting  was not effective as of January 31, 2014 (c)
your disclosure controls and procedures were not effective as of January 31, 2014 and
April 30, 2014 and (d) you disclosed in each of your Forms 10 -Q filed during 2014 that
no material changes in your internal control over reporting had occurred.  Please a lso tell
us the factors you considered to support management’s conclusion that your disclosure
controls and procedures wer e effective as of July 31, 2014  and October 31, 2014.  Please
revise your disclosures regarding changes in  your internal control over financial reporting
and corrections of material weaknesses, as appropriate.  Alternatively, please amend your
Forms 10 -Q for each of the period s ended July 31, 2014  and October 31, 2014  to
disclose , if true, your disclosure controls and procedures were not effectiv e as of July 31,
2014  and October 31, 2014 respectively.

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 a ll 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.

James A. Briscoe
Liberty Star Uranium & Metals Corp
January 7, 2015
Page 5

  In responding to ou r 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 for eclose
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 ma y contact Blaise Rhodes  at (202) 551 -3774 or Raj Rajan  at (202) 551 -3388 if you
have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/Tia L. Jenkins

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

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

December 10, 2008
 via U.S. Mail

 James Briscoe President, Chief Executive Officer and Chief Financial Officer Liberty Star Uranium & Metals Corp. P.O. Box 32909 Tucson, Arizona 85751-2909
Re: Liberty Star Uranium & Metals Corp.  Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2008 File No. 0-50071
Dear Mr. Briscoe:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill 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 comme nts, 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 re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. As to each matter to be submitted to your shareholders, state the vote required for approval or election, other than for the approval of auditors.  See Item 21(a) of Schedule 14A.

James Briscoe
Liberty Star Uranium & Metals Corp.
December 10, 2008 Page 2  Summary of Matters to Be Voted On, page 5

 Proposal 4 – Approval of the 2007 Stock Option Plan, page 6

 2. It appears that you intended  to attach a copy of the 2007 stock option plan as
Schedule 1, but that such schedule was not filed.  Please file such schedule with
your amended preliminary proxy statement.

Directors and Executive Officers, page 6

Other Committees, page 8

3. We note your disclosure that you do not  have nominating or compensation
committees, or committees performing simila r functions.  Please state the basis
for the view of your board of directors th at it is appropriate not to have such
committees and identify each director who participates in the consideration of
director nominees and each director who participates in the consideration of
executive officer and director compen sation.  See Items 407(c)(1) and 407(e)(1)
of Regulation S-K.
 Increase in Authorized Capital to 10,000,000,000 Common Shares, page 14

 4. We note your disclosure that your board of  directors recommends the increase in
the authorized number of common shares so that additional shares will be
available for issuance with respect to th e conversion of promi ssory notes issued
on May 11, 2007 and August 28, 2008.  Please disc lose the number of shares that
are issuable with respect to such promissory notes.

2007 Stock Option Plan, page 15

5. In connection with the pr oposal to approve your 2007 stock option plan, please
provide the information required by Item 10(a)(2) of Schedule 14A with respect
to new plan benefits.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment 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 commen ts after reviewing
your amendment and responses to our comments.

James Briscoe
Liberty Star Uranium & Metals Corp. December 10, 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Laura Nicholson at (202) 551- 3584 or, in her absence, me at (202)
551-3611 with any questions.
  Sincerely,    Anne Nguyen Parker Branch Chief
 cc: L. Nicholson     via facsimile

 Kari Richardson, Esq.  (604) 687-6314

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

December 23, 2008
  James Briscoe President, Chief Executive Officer and Chief Financial Officer Liberty Star Uranium & Metals Corp. P.O. Box 32909 Tucson, Arizona 85751-2909
Re: Liberty Star Uranium & Metals Corp.
 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 18, 2008 File No. 0-50071
Dear Mr. Briscoe:

We have completed our review of the above-referenced filing and have no further
comments at this time.
Sincerely,

 Anne Nguyen Parker
Branch Chief
  cc: L. Nicholson     via facsimile

 Kari Richardson, Esq.  (604) 687-6314

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

        January 31, 2008

Via U.S. Mail and Fax (520) 844-1118
Mr. Jon Young
Chief Financial Officer Liberty Star Uranium & Metals Corp. 3024 E. Fort Lowell Road Tuscon, AZ  85716
 Re: Liberty Star Uranium & Metals Corp.
  Form 10-KSB for the Fiscal Year Ended January 31, 2007
Filed March 15, 2007
  File No. 0-50071

  Form 10-Q for the Period Ended October 31, 2007
  Filed December 14, 2007

Dear Mr. Young:   We have completed our review of your Form 10-KSB and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                      /s/ Chris White                   C h r i s  W h i t e          Branch Chief Accountant

CORRESP
1
filename1.htm

January 17, 2008

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

            Attention:

            Christopher White

            Branch Chief Accountant

Dear Mr. White:

            Re:

            Liberty Star Uranium & Metals Corp.

Form 10-KSB for the Fiscal Year Ended January 31, 2007

Filed on April 26, 2007

File No. 0-50071

Form 10-QSB for the Period Ended October 31, 2007

Filed on December 14, 2007

File No. 0-50071

Thank you for your letter dated January 8, 2008, with respect to the Form 10-KSB filed by Liberty Star Uranium & Metals Corp. (the “Company”) on April 26, 2007 and Form 10-QSB filed by the Company on December 14, 2007.

We enclose our responses to your letter. Our responses are numbered in a manner that corresponds with your comments as set out in your letter of January 8, 2008.

            1.

            The sales of shares to Cornell Capital Partners pursuant to the Standby Equity Distribution Agreement (“SEDA”) are affected by physical settlement of shares of the Company’s common stock in exchange for cash from Cornell Capital Partners.  In determining the classification of the shares issued the Company utilized guidance from SFAS No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity and EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.  The Company determined that the sales of shares to Cornell Capital Partners pursuant to the SEDA are not mandatorily redeemable.  The Company determined that the sales of shares to Cornell Capital Partners pursuant to the SEDA do not obligate the Company to repurchase its shares by
transferring assets.  The Company is not obligated under the SEDA to issue a variable number of shares based on a fixed monetary amount that is known.  The decision to sell shares to Cornell Capital Partners is up to the Company, is at variable amounts, and is not based on the settlement of a known liability.  The Company determined that the sales of shares should be accounted for as permanent equity as they do not meet the requirements for classification as a liability, asset or temporary equity per the provisions of SFAS No. 150 and EITF 00-19.  The Company records common stock for the par value of the shares issued ($0.001) times the number of shares issued.  Additional paid-in capital is reported for the difference between the cash paid for the stock and the par value of the shares.  Commitment fees and structuring fees paid on each stock sale are reported as expenses of stock issuances as a reduction of additional paid-in capital.  The price paid by Cornell Capital Partners for
the stock was 96% of the lowest volume weighted average trading price during the five day pricing period.  The 4% discount to the trading price was considered in determining the fair market value paid for the shares sold.  The Company determined that its trading history could not support the volume of shares expected to be sold to Cornell Capital Partners pursuant to the SEDA and that a 4% discount to the trading price was reasonable in determining the fair market value for Cornell’s obligation to purchase up to $10,000,000 of the Company’s shares.  The discount did not represent

an asset, liability or expense of the Company; rather it was determined to be part of the purchase price paid for the shares.

In future filings we will improve our disclosure of the transaction to read that the shares issued pursuant to the SEDA are reported as permanent equity pursuant to SFAS No. 150 at the price paid for the shares and that expenses of the stock issuances are reported as a reduction of additional paid-in capital.

            2.

            The evaluation of our disclosure controls and procedures is performed by our Chief Executive Officer Mr. James A. Briscoe and our Chief Financial Officer Mr. Jon R. Young.  For the fiscal year ended January 31, 2007, Mr. Briscoe and Mr. Young concluded that the Company’s disclosure controls and procedures are effective.

In future filings we will include language that specifically states that Mr. Briscoe and Mr. Young performed the evaluation of the Company’s disclosure controls and procedures and the conclusion of the evaluation.

We understand that you may have additional comments after reviewing our amendment and responses.

We acknowledge that we are responsible for the accuracy and the adequacy of the disclosure in the filings reviewed by the staff of the SEC.

We further acknowledge that:

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;

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.

Yours truly,

/s/ James Briscoe

James Briscoe

President and Chief Executive Officer

Encl.

cc: Bernard Pinsky

Clark Wilson LLP

By Fax: (604) 687-6314

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        January 8, 2008

Via U.S. Mail and Fax (520) 844-1118

Mr. Jon Young
Chief Financial Officer Liberty Star Uranium & Metals Corp. 3024 E. Fort Lowell Road Tuscon, AZ  85716
 Re: Liberty Star Uranium & Metals Corp.
  Form 10-KSB for the Fiscal Year Ended January 31, 2007
Filed March 15, 2007
  File No. 0-50071

  Form 10-Q for the Period Ended October 31, 2007
  Filed December 14, 2007

Dear Mr. Young:
We have reviewed your Form 10-KSB for the Fiscal Year Ended January 31,
2007 and have the following comments. We have limited our review of your filing 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.
Form 10-KSB for the Fiscal Year Ended January 31, 2007

Mr. Jon Young
Liberty Star Uranium & Metals Corp.
January 8, 2007 Page 2

 Note 7 – Common stock, page 68

 1. We note your Standby Equity Distribution Agreement with Cornell Capital Partners, and your issuance of approximately 3.7 million shares in the past fiscal year in exchange for cash proceeds, or an advance.  Citing the appropriate accounting literature, tell us and disclose more specifically how you account for these transactions, including the 4% discount received by Cornell Capital Partners.

Item 8A. Controls and Procedures, page 79

 2. We note your evaluation was carried out under the supervision and with the participation of your principal officer and principal financial officer.  Revise your disclosure to comply with Item 307 of Regulation S-B, and tell us specifically who performed the evaluation and who has concluded your disclosure controls and procedures are effective.

Closing Comments

 Please 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 letter 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:  ‚ 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

Mr. Jon Young
Liberty Star Uranium & Metals Corp. January 8, 2007 Page 3

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 Bob Carroll at (202) 551-3362, or Kim Calder at (202) 551-3701 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3461 with any other questions.         S i n c e r e l y ,                    / s /  C h r i s  W h i t e                 Christopher White        Branch Chief Accountant

CORRESP
1
filename1.htm

   Filed by Automated Filing Services Inc. (604) 609-0244 - Liberty Star Uranium & Metals Corp. - SEC Correspondence

LIBERTY STAR URANIUM & METALS CORP.

3024 E Fort Lowell Road
Tucson, AZ 85716-1572
USA

Tel: (520) 881-0736

September 27, 2007

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission
Division of Corporate
Finance
100 F Street NE
Washington, DC 20549-7010
United States of
America

    Attention:
    H. Roger Schwall

    Assistant Director

Dear Sirs:

    Re:
    Liberty Star Uranium &
      Metals Corp. (the "Company")

    Request for acceleration of
      effective date for

    Amendment No. 3 to
      Registration Statement on Form SB-2/A

    Filed September 27, 2007

    File Number: 333-144021

In connection with the Company's Form SB-2/A Registration Statement
("Registration Statement") filed on September 27, 2007 (under file number
333-144021), the Company hereby requests acceleration of the effective date of
the Registration Statement at 1:00 p.m. (EDT) on Friday, September 28,
2007 or as soon thereafter as possible, in accordance with Rule 461(a) of
Regulation C.

The Company acknowledges that:

    (a)

      should the Securities and Exchange Commission (the
      “Commission”) or its staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the filing;

    (b)

      the action of the Commission or its staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Company from its full responsibility for the adequacy and
      accuracy of the disclosure in the filing; and

- 2 -

    (c)

      the Company may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

   We trust you will find the foregoing to be in order. Please do not
hesitate to contact the undersigned should you have any questions in this
regard.

Yours truly,

/s/ James Briscoe
James Briscoe

President/CEO

cc:   Kari Richardson

        Clark Wilson
LLP
        (604) 891-7730

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 30, 2007

Via U.S. mail and facsimile

Mr. James Briscoe, Chief Executive Officer and President
Liberty Star Uranium & Metals Corp.
3024 E Fort Lowell Road
Tucson, Arizona 85716

Re: Liberty Star Uranium & Metals Corp.
  Amendment No. 1 to Registra tion Statement on Form SB-2
Filed August 13, 2007
  File No. 333-144021

Dear Mr. Briscoe:

We have reviewed your response letter and the amended filing and have the following
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
August 30, 2007 page 2

Form SB-2 filed August 13, 2007

General

1. We note that throughout the filing you refe rence May 11, 2007, as the date on which the
convertible note was issued.  That date does no t coincide with the date disclosed in “Recent
Sale of Unregistered Securities ” on page 103.  Please reconcile.

Cover Page

2. Please revise to clarify that th e conversion price of the convertible promissory notes is not
fixed at $0.65 per share and that the conversion price floats in re lationship to the price of the
underlying security, or rec oncile with the related disclosure at page 55.

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  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 al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

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

  should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from  taking any action with respect to the filing;

  the action of the Commission or the staff, acti ng pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

  the company may not assert staff comments and th e declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
August 30, 2007 page 3

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

 Please contact Carmen Moncada-Terry at (202) 551-3687 or in her absence, Timothy
Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: T. Levenberg
C. Moncada-Terry

VIA FACSIMILE
Bernard Pinsky
Clark Wilson LLP
604.687.6314

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
July 19, 2007

Via U.S. mail and facsimile

Mr. James Briscoe, Chief Executive Officer and President
Liberty Star Uranium & Metals Corp.
3024 E Fort Lowell Road
Tucson, Arizona 85716

Re: Liberty Star Uranium & Metals Corp.
  Registration Statement on Form SB-2
Filed June 25, 2007
  File No. 333-144021

Dear Mr. Briscoe:

We have limited our review of your filing to  those issues we have addressed in our
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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 2

Form SB-2 filed June 25, 2007

General

1. We will issue in a separate letter any comments relating to the confidential treatment
request you submitted.  Depending on the nature of the comments, you may be required to
revise the related disclosure in the prospectus and to refile th e exhibit to reflect any changes
to the request.  We will not be in a pos ition to consider a request for accelerated
effectiveness of the Form SB-2 until all outst anding issues, including any relating to the
request for confidential treat ment, have been resolved.

2. Please provide us, with a view toward disclosu re in the prospectus, with the total dollar
value of the securities  underlying the convertible note that  you have registered for resale
(using the number of underlying se curities that you have register ed for resale and the market
price per share for those securities on the date of the sale of the convertible note).

3. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of the dollar amount of each payment (including the value of any payments to be made in
common stock) in connection with  the transaction that you have made or may be required to
make to any selling shareholder, any affiliate of a selling shareholder, or any person with
whom any selling shareholder has a contractual relationshi p regarding the transaction
(including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments).  Please provide footnote disclosure of the terms of each su ch payment.  Please do not include any
repayment of principal on the conve rtible notes in this disclosure.

 Further, please provide us, with a view toward  disclosure in the prospectus, with disclosure
of the net proceeds to the issuer from the sale  of the convertible notes and the total possible
payments to all selling shareholders and any of their affiliates in the first year following the sale of convertible notes.

4. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of:

• the total possible profit the sel ling shareholders could realize as a result of the conversion
discount for the securities underl ying the convertible note, pr esented in a table with the
following information disclosed separately (in this comment, the reference to “securities underlying the convertible note” means the securities underly ing the note that may be
received by the persons identifie d as selling shareholders):

• the market price per share of the securities underlying the convertible note on the date of
the sale of the convertible note;

• the conversion price per share of the underlying securities on the date of the sale of the
convertible note, calculated as follows:

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 3

- if the conversion price per share is set at  a fixed price, use the price per share
established in the c onvertible note; and

- if the conversion price per sh are is not set at a fixed pr ice and, instead, is set at a
floating rate in relationship to the market  price of the underlying security, use the
conversion discount rate and the market rate per share on the date of the sale of the
convertible note and determine the convers ion price per share as of that date;

• the total possible shares underlying the conve rtible note (assuming no interest payments
and complete conversion thr oughout the term of the note);

• the combined market price of the total numbe r of shares underlying the convertible note,
calculated by using the market price per share on the date of the sale of the convertible
note and the total possible shares underlying the convertible note;

• the total possible shares the selling shar eholders may receive and the combined
conversion price of the total number of shares  underlying the convert ible note calculated
by using the conversion price on the date of the sale of the convertible  note and the total
possible number of shares the selling shareholders may receive; and

• the total possible discount to th e market price as of the date of the sale of the convertible
note, calculated by subtracting the total conversion price on th e date of the sale of the
convertible note from the combined market  price of the total number of shares
underlying the convertible note on that date.

If there are provisions in the conve rtible note that could result in a change in the price per share
upon the occurrence of certain events, please provide additional tabula r disclosure as appropriate.
For example, if the conversion price per share is fixed unless and until the market price falls below
a stated price, at which point the conversion pric e per share drops to a lo wer price, please provide
additional disclosure.

5. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of:

• the total possible profit to be re alized as a result of any conve rsion discounts for securities
underlying any other warrants, options, notes, or ot her securities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders, presented in a table
with the following information disclosed separately:

• market price per share of the underlying securiti es on the date of the sale of that other
security;

• the conversion/exercise price per share as of th e date of the sale of  that other security,
calculated as follows:

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 4

- if the conversion/exercise price per share is  set at a fixed price, use the price per
share on the date of the sale of that other security; and

- if the conversion/exercise price per share is not set at a fixed pri ce and, instead, is set
at a floating rate in relati onship to the market price of  the underlying security, use
the conversion/exercise discount rate and the market rate per share on the date of the
sale of that other security and determine the conversion price per share as of that
date;

• the total possible shares to  be received under the partic ular securities (assuming
complete conversion/exercise);

• the combined market price of the total num ber of underlying shares , calculated by using
the market price per share on the date of the sale of that other security and the total
possible shares to be received;

• the total possible shares to be received and the combined conversion price of the total
number of shares underlying that other securi ty calculated by using the conversion price
on the date of the sale of th at other security and the total possible number of underlying
shares; and

• the total possible discount to th e market price as of the date  of the sale of that other
security, calculated by subtrac ting the total convers ion/exercise price on the date of the
sale of that other security from the comb ined market price of the total number of
underlying shares on that date.

6. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of:

• the gross proceeds paid or payable to the i ssuer in the convertible note transaction;

• all payments that have been made or that may be required to be made by the issuer that are
disclosed in response to comment 2 above;

• the resulting net proceeds to the issuer; and

• the combined total possible pr ofit to be realized as a re sult of any conversion discounts
regarding the securities underl ying the convertible notes and any other warrants, options,
notes, or other securities of th e issuer that are held by the selling shareholders or any
affiliates of the selling shareholders that is disclosed in response to comments 3 and 4
above.

Further, please provide us, with a view toward disc losure in the prospectus, with disclosure – as a
percentage – of the total amount of all possible payments (as disclosed in response to comment 2

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 5

above) and the total possible discoun t to the market price of the shares underlying the convertible
note (as disclosed in response to comment 3 above) divided by the net proceeds to the issuer from
the sale of the convertible notes, as well as the amount of that re sulting percentage  averaged over
the term of the convertible notes.

7. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
of all prior securities transactions between th e issuer (or any of its  predecessors) and the
selling shareholders, any affiliates of the selli ng shareholders, or any person with whom any
selling shareholder has a c ontractual relationship regard ing the transaction (or any
predecessors of those persons), with the table including the following information disclosed
separately for each transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transac tion and held by persons other th an the selling shareholders,
affiliates of the company, or affiliates of the selling shareholders;

• the number of shares of the class of securities subject to the tr ansaction that were issued or
issuable in connection with the transaction;

• the percentage of total issued and outstanding securities  that were issued or issuable in the
transaction (assuming full issuance), with the percentage calculated by taking the number of
shares issued and outstanding prior to the appl icable transaction and held by persons other
than the selling shareholders, affiliates of  the company, or affiliates of the selling
shareholders, and dividing that number by the number of shares issued or issuable in
connection with the applicable transaction;

• the market price per share of the class of secu rities subject to the transaction immediately
prior to the transaction (reverse split adjusted, if necessary); and

• the current market price per share of the cla ss of securities subject  to the transaction
(reverse split adjusted, if necessary).

8. Please provide us, with a view toward disclosure  in the prospectus, with tabular disclosure
comparing:

• the number of shares outstanding prior to the convertible note transa ction that are held
by persons other than the selling shareholders , affiliates of the company, and affiliates
of the selling shareholders;

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 6

• the number of shares registered for resale by the selling shareholders or affiliates of the
selling shareholders in prior registration statements;

• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders that continue to be held  by the selling shareholders or affiliates of
the selling shareholders;

• the number of shares that have been sold in  registered resale transactions by the selling
shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale on behalf of the selling shareholders or
affiliates of the selling shareholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not include any
securities underlying any outstanding conve rtible securities, options, or warrants.

9. Please provide us, with a view toward disclo sure in the prospectus , with the following
information:

• whether the issuer has the inte ntion, and a reasonable basis to  believe that it will have
the financial ability, to make all paym ents on the overlying securities; and

• whether – based on information obtained from th e selling shareholders – any of the selling
shareholders have an existing short position in the company’s common stock and, if any of
the selling shareholders have an existing short position in the company’s stock, the
following additional information:

- the date on which each such selling shareholde r entered into that short position; and

- the relationship of the date on which each such selling shareholder entered into that short position to the date of  the announcement of the conve rtible note transaction and
the filing of the registration statement ( e.g., before or after th e announcement of the
convertible note transaction, before the fili ng or after the filing of the registration
statement, etc.).

10. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relatio nships and arrangements that have existed in
the past three years or are to be performed in  the future between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder ha s a contractual relationship regarding the
transaction (or any predecessors of those persons) – the information provided should include, in reasonable detail, a complete desc ription of the rights and obligations of the
parties in connection with the sa le of the convertible notes; and

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
July 19, 2007 page 7

• copies of all agreements between the issuer (or any of its predecessors) and the selling
shareholders, any affiliates of the selling shareh olders, or any person with whom any selling
shareholder has a contractual relationship rega rding the transaction (o r any predecessors of
those persons) in connection with the sale of the convertible notes.

If it is your view that such a description of the relationships  and arrangements between and among
those parties already is presente d in the prospectus and that a ll agreements between and/or among
those parties are included as exhibits to the registration statement, please provide us with
confirmation of your view in this regard.

11. Please provide us, with a view toward disclosure  in the prospectus, with a description of the
method by which the company determined the number of shares it seeks to register in connection with this registration statement.  In  this regard, please ensure that the number of
shares registered in the fee table is consistent with the shares listed in the “Selling
Shareholders” section of the prospectus.

12. With respect to the shares to be offered for resale by each selling secu rity holder that i

CORRESP
1
filename1.htm

LIBERTY STAR GOLD CORP.

2766 N. Country Club Road

Tucson, Arizona  85716

June 13, 2006

VIA EDGAR AND FACSIMILE (202-772-9205)

Securities and Exchange Commission

100 F Street NE

Washington, DC  20549

            Attention:

            Melissa Duru

Dear Sirs/Mesdames:

            Re:       Liberty Star Gold Corp. (the "Company")

In connection with the Company's Form SB-2/A Registration Statement filed on June 7, 2006 (under file number 333-132667), the Company hereby requests acceleration of the effective date of the Registration Statement to 12:00 p.m. (EDT) Wednesday, June 14, 2006 or as soon thereafter as possible, in accordance with Rule 461(a) of Regulation C.

The Company acknowledges that:

            (a)

            should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

            (b)

            the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

            (c)

            it may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or concerns, please contact our attorney, Bernard Pinsky, at 604-643-3153.

Yours truly,

LIBERTY STAR GOLD CORP.

/s/ James Briscoe

Jim Briscoe

President and CEO

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      May 31, 2006

via U.S. Mail

Mr. James Briscoe
President and Chief Executive Officer
Liberty Star Gold Corp.
2766 N. Country Club Road
Tucson, Arizona 85716

Re:	Liberty Star Gold Corp.
      Amendment No. 1 to Registration Statement on
      Form SB-2
      Filed May 11, 2006
      File No. 333-132667

Dear Mr. Briscoe:

      We have limited the review of your filing to those issues
identified in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Selling Stockholders, page 20

1. We partially reissue prior comment 4 of our letter dated April
20,
2006.  Footnotes 4, 5, 6, 10 and 12 do not identify the natural
persons who exercise voting and/or investment power over each of
the
entities listed in the table.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operation, page 31

Cash Requirements, page 32

2. We refer you to the Form 8-K filed April 28, 2006.  You state
that
the company will be working with another firm to design an
"innovative and cost effective turnkey drilling operation" that is
targeted to become operational midsummer.  We were unable to
locate
this detailed disclosure in the amended registration statement.
Please include in the amended prospectus current information
regarding the timing and cost of the project referenced in the
Form
8-K, or explain to us why this information would not be material.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

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

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

	Please contact Mellissa Campbell Duru, at (202) 551-3757 or,
in
her absence, Timothy Levenberg, Special Counsel at (202) 551-3707
with any questions.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc: 	via facsimile
	Bernard Pinsky, Esq.
	(604) 687-6314

Mr. James Briscoe
Liberty Star Gold Corp
May 31, 2006
page 3

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      April 20, 2006

via U.S. Mail
Mr. James Briscoe
President and Chief Executive Officer
Liberty Star Gold Corp.
2766 N. Country Club Road
Tucson, Arizona 85716

Re:	Liberty Star Gold Corp.
      Registration Statement on Form SB-2
      Filed March 23, 2006
      File No. 333-132667

Dear Mr. Briscoe:

      We have limited the review of your filing to those issues
identified in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Advise us whether Cornell Capital Partners LP has any
discretion
with respect to its right to deduct fees as set forth in Section
2.3
at any closing in the event that the company has failed to pay the
fees outlined in Section 2.3.  Also clarify whether the investor
would have any discretion not to purchase or accept shares due to
any
failure of the company to meet the closing conditions regarding
fees
that are described in Section 2.3.

2. We refer you to Section 7.2 (c) of the Standby Equity
Distribution
Agreement.  Confirm that upon the filing of a post-effective
amendment that addresses the issues related to any such
"fundamental
changes" and provided the other conditions of the agreement are
met,
the investor would remain obligated under the terms of the Standby
Equity Distribution Agreement.

3. Please revise to update the financial statements and related
disclosure included in the registration statement.

Selling Shareholders, page 19

4. Please identify in the selling shareholder table the natural
persons who exercise voting and/or investment power over each of
the
entities listed in the table.  Refer to Interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the 1997 CF
Manual of Publicly Available Telephone Interpretations.

5. On page 19 of the disclosure you indicate that none of the
selling
shareholders is a registered broker-dealer or an affiliate of a
registered broker-dealer.  However, on page 21, you disclose that
Newbridge Securities Inc. is a registered broker dealer.  Please
revise to address and clarify this inconsistency.

Where you can find more information, page 47

6. Please revise to disclose the correct address of the Securities
and Exchange Commission at 100 F Street N.E. Washington, DC 20549.

Undertakings, Part II

7. Revise your undertakings so that they are consistent with the
requirements of Item 512 of Regulation S-B.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

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

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

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

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

	Please contact Mellissa Campbell Duru, at (202) 551-3757 or,
in
her absence, Timothy Levenberg, Special Counsel at (202) 551-3707
with any questions.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc: 	via facsimile
	Bernard Pinsky, Esq.
	(604) 687-6314

Mr. James Briscoe
Liberty Star Gold Corp
April 20, 2006
page 2

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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