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 xpl_corresp.htm SOLITARIO RESOURCES CORP. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033 August 20, 2025 BY EDGAR United States Securities and Exchange Commission Attention: Cheryl Brown Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Solitario Resources Corp. Registration Statement on Form S-3 File No. 333-289336 Ladies and Gentlemen: The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:30 p.m. Eastern Time on August 22, 2025, or as soon thereafter as practicable. Very truly yours, SOLITARIO RESOURCES CORP. By: / s/ James Maronick Name: James Maronick Title: Chief Financial Officer cc: Peter F. Waltz, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 15, 2025

Christopher E. Herald
Chief Executive Officer
Solitario Resources Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033

 Re: Solitario Resources Corp.
 Registration Statement on Form S-3
 Filed August 7, 2025
 File No. 333-289336
Dear Christopher E. Herald:

 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 Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Peter F. Waltz, Esq.
</TEXT>
</DOCUMENT>

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xpl_corresp.htmSOLITARIO RESOURCES CORP.

 4251 Kipling Street, Suite 390

 Wheat Ridge, Colorado 390

 February 9, 2024

 BY EDGAR

 United States Securities and Exchange Commission

 Attention: Michael Purcell

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Solitario Resources Corp.

   Registration Statement on Form S-3

   File No. 333- 276775

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:30 p.m. Eastern Time on February 13, 2024, or as soon thereafter as practicable.

 Very truly yours,

 SOLITARIO RESOURCES CORP.

    By:

   /s/ James Maronick

   Name:

   James Maronick

   Title:

   Chief Financial Officer

   cc:

   Peter F. Waltz, Esq.

United States securities and exchange commission logo
February 7, 2024
Christopher E. Herald
President and Chief Executive Officer
Solitario Resources Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033
Re:Solitario Resources Corp.
Registration Statement on Form S-3
Filed January 31, 2024
File No. 333-276775
Dear Christopher E. Herald:
            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:       Peter Waltz

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slr_corresp

SOLITARIO
RESOURCES CORP.

4251 Kipling Street, Suite 390

Wheat Ridge, Colorado 390

December 22,
2023

BY EDGAR

United
States Securities and Exchange Commission

Attention:
Liz Packebusch

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:
Solitario Zinc Corp.

Registration
Statement on Form S-3

File
No. 333- 275925

Ladies
and Gentlemen:

The
undersigned registrant hereby requests that the effectiveness of
the above-captioned Registration Statement on Form S-3 be
accelerated so that the same will become effective at 4:30 p.m.
Eastern Time on December 27, 2023, or as soon thereafter as
practicable.

Very
truly yours,

SOLITARIO
RESOURCES CORP.

By: /s/ James Maronick

Name:
James Maronick

Title:
Chief Financial Officer

cc:

Peter F.
Waltz

United States securities and exchange commission logo
December 13, 2023
James Maronick
Chief Financial Officer
Solitario Resources Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033
Re:Solitario Resources Corp.
Registration Statement on Form S-3
Filed December 7, 2023
File No. 333-275925
Dear James Maronick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter F. Waltz

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Solitario
Zinc Corp

4251
Kipling St., Suite 390

Wheat
Ridge, CO 80033

October
5, 2020

BY EDGAR

United
States Securities and Exchange Commission

Attention:
Karina Dorin

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:
Solitario Zinc Corp.

Registration
Statement on Form S-3

File
No. 333-249129

Ladies
and Gentlemen:

The
undersigned registrant hereby requests that the effectiveness of
the above-captioned Registration Statement on Form S-3 be
accelerated so that the same will become effective at 4:30 p.m.
Eastern Time on October 8, 2020, or as soon thereafter as
practicable.

Very
truly yours,

SOLITARIO
ZINC CORP.

By: /s/ James R.
Maronick

Name:
James R. Maronick

Title:
Chief Financial Officer

cc: Peter F.
Waltz

United States securities and exchange commission logo
October 1, 2020
Christopher E. Herald
President and Chief Executive Officer
Solitario Zinc Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033
Re:Solitario Zinc Corp.
Registration Statement on Form S-3
Filed September 29, 2020
File No. 333-249129
Dear Mr. Herald:
            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 Karina Dorin, Attorney Advisor, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Waltz

July 20, 2015

Via E -mail
Christopher E. Herald
Chief Executive Officer
Solitario Exploration & Royalty Corp.
4251 Kipling St. Suite 390
Wheat Ridge, CO
80033

Re: Solitario  Exploration & Royalty Corp.
Form  PRE 14A
Filed June 15, 2015
File No. 001-32978

Dear Mr. Herald:

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 u rge 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/ James Lopez (for)

 John Reynolds
Assistant Director

cc: Peter Waltz, Esq.
 Polsinelli PC

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July 10, 2015

Via EDGAR

Securities and Exchange Commission

ATTN: John Reynolds, Assistant Director

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-4628

Re: 	Solitario Exploration & Royalty
Corp. (“Solitario”)

Form PRE 14A

Filed June 15, 2015

File No. 001-32978

Dear Mr. Reynolds:

Set forth below
are our responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) raised
in the comment letter dated July 7, 2015 regarding the Preliminary Proxy Statement on Schedule 14A filed by Solitario on June 15,
2015 (the “Proxy Statement”). The number of the responses and headings set forth below correspond to the numbered
comments and headings from the letter from the Staff.

Furthermore, Solitario
acknowledges the following:

 · Solitario is responsible for the adequacy and accuracy of the disclosure in our filing with the
Securities and Exchange Commission (the “SEC”); and

 · Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC
from taking any action with respect to our filing; and

 · Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or
any person under the federal securities laws of the United States

SEC COMMENT:

Cover Page

 1. We note that you have checked the “No fee required”
box. However, it appears from disclosure on page 8 and elsewhere that this transaction constitutes a sale of all or substantially
all of your assets. Please advise or otherwise revise your disclosure and tell us how you are complying with Securities Exchange
Act Rules 14a-6(i)(1) and 0-11.

RESPONSE: Solitario
filed a revised Preliminary Proxy Statement on Schedule 14A on July 10, 2015 (the “Revised Proxy Statement”) and has
paid a fee of $4,800 in accordance with Rules 14a-6(i)(1) and 0-11. The amount of the fee was calculated based on

the gross consideration that may be
received by Solitario in the transaction. As a result, Solitario has complied with Rules 14a-6(i)(1) and 0-11.

    1

 2. Additionally, as the transaction appears to involve the sale of substantially all of your assets,
it is unclear why you do not provide financial statements consistent with Item 14(a)(4) of Schedule 14A. Please refer to Section
1140.6 of the Financial Reporting Manual, and the telephone interpretations of the Division of Corporation Finance (July 2000),
Section H, Question 6.

RESPONSE: Although
Solitario will continue to hold other assets and interests in potentially significant projects, the transaction could be deemed
a sale of substantially all of Solitario’s assets and Solitario is seeking shareholder approval for the potential disposition
of Solitario’s entire equity interest in Mt. Hamilton LLC. Mt. Hamilton LLC is a majority owned subsidiary of Solitario.
In accordance with the guidance set forth in Section 1140.6 of the Financial Reporting Manual, and the telephone interpretations
of the Division of Corporation Finance (July 2000), Section H, Question 6, in the Revised Proxy Statement Solitario included unaudited
financial statements of Mt. Hamilton LLC for the fiscal years ended December 31, 2013 and December 31, 2014, as well as for the
three month periods ended March 31, 2015 and March 31, 2014. The Revised Proxy Statement also expressly provides that financial
statements of Solitario for those same periods are incorporated by reference into the Revised Proxy Statement from Solitario’s
Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the period ended March
31, 2015.

 3. Please explain why the proxy statement/prospectus does not include an advisory vote pursuant
to Securities Exchange Act Rule 14a-21(c). Refer to Item 5 of Schedule 14A.

RESPONSE:
The sale by Solitario of its 80% membership interest in Mt. Hamilton LLC will not result in any executive officer of Solitario,
or to the knowledge of Solitario any executive officer of another party to the transaction being entitled to any form of compensation
that is based on, or in any way, relates to the transaction as generally set forth in Item 402(t) of Regulation SK. Therefore,
the transaction will not result in any compensatory arrangements for which Solitario would be obligated to seek an advisory vote
for under Rule 14a-21(c).

  Solitario will add the following sentence in the Revised
Proxy Statement under the heading “INTERESTS OF SOLITARIO’S AFFILIATES
IN THE TRANSACTION”:

    2

  “There are no agreements or understandings
between Solitario (or any other party to the Transaction) on the one hand, and any named executive officer of Solitario on the
other hand, concerning any type of compensation (whether present, deferred, or contingent) that is based on or otherwise relates
to the Transaction that may be paid or become payable to or on behalf of such executive officer.”

Background,
Page 12

 4. We note disclosure that Waterton Nevada Splitter LLC was chosen after “reviewing submissions”
by other parties and “considering strategic alternatives.” We further note that the terms of the MIPA were approved
on June 5, 2015, after negotiation among the parties. Please add disclosure to (i) describe in sufficient detail who initiated
contact between the company and Waterton; (ii) identify the parties present at meetings regarding the negotiation of the transaction;
and (iii) fully explain the issues discussed and the positions taken by the parties at each meeting. In this regard, it is unclear
what role, if any, representatives of Ely Gold played during negotiations. Please also (i) identify and quantify the “certain
matters affecting their membership interests” and “certain continuing payment obligations” referenced on page
13, and (ii) clarify whether the company had an existing business relationship with Waterton prior to the transaction.

RESPONSE: In the
Revised Proxy Statement, consistent with the comment of the Staff, Solitario added disclosure regarding the background of the transaction
and the negotiations between Solitario and Waterton. This disclosure describes: (i) that Waterton was initially contacted by Maxit
Capital on behalf Solitario to gauge Waterton’s interest in a transaction, and as a result of Waterton’s interest the
parties thereafter began to negotiate the terms of the transaction and then the definitive agreements; (ii) how the transaction
was negotiated, including identifying certain meetings between representatives of Solitario and Waterton and notes the negotiations
between legal counsel of the parties; and (iii) the primary issues that were the source of on-going negotiations between the parties.
Further, disclosure to the Revised Proxy Statement was added to note that, although Ely Gold was involved in the negotiations,
as the majority owner of Mt. Hamilton LLC, Solitario led the negotiations for the selling parties.

  Additional disclosure was added to the Revised Proxy Statement to clarify the nature and subject
of negotiations between Ely Gold and Solitario regarding their ownership interests in Mt. Hamilton and the agreement reached between
the parties (although such agreement is not being submitted for shareholder approval).

  Waterton and Solitario did not have a prior business relationship before negotiating the transaction
and this is expressly stated in the Revised Proxy Statement.

    3

Opinion of Maxit
Capital, Page 14

 5. We note your disclosure that Maxit Capital provided a Fairness Opinion. Please quantify the contingent
and other consideration and provide a summary concerning the opinion as required by Item 14(b)(6) of Schedule 14A and Item 1015(b)
of Regulation M-A, or advise.

RESPONSE: In the
Revised Proxy Statement Solitario quantified all consideration to be paid to Maxit Capital by Solitario, both the consideration
that is contingent and the consideration that is not contingent.

  To ensure the disclosure in the revised Proxy Statement complies with Item 14(b)(6) of Schedule
14A and Item 1015(b) of Regulation M-A, Solitario added disclosure about the Fairness Opinion under the heading “Opinion
of Maxit Capital” to add additional information required by Item 14(b)(16) of Schedule 14A and Item 105(b) of Regulation
M-A, including information about the qualifications and independence of Maxit Capital, and the scope of Maxit Capital’s review
in rendering the Fairness Opinion and the various assumptions and limitations in the Fairness Opinion. Additional Information regarding
the engagement of Maxit Capital and the conclusion of its opinion were added to the Revised Proxy Statement to bolster Solitario’s
previous disclosure. As revised, the disclosure regarding the Fairness Opinion in the Revised Proxy Statement complies with Item
14(b)(6) of Schedule 14A and Item 1015(b) of Regulation M-A.

We hope we have adequately
addressed the comments of the Staff. If you have any questions regarding this response letter, please contact either Christopher
E. Herald or me at Solitario at (303) 534-1030 or Peter F. Waltz, Esq. at 303-583-8254.

	Sincerely,

	/s/ James R. Maronick

	CFO

	Solitario Exploration &
Royalty Corp.

July 7 , 2015

Via E -mail
Christopher E. Herald
Chief Executive Officer
Solitario Exploration & Royalty Corp.
4251 Kip ling St. Suite 390
Wheat Ridge, CO
80033

Re: Solitario  Exploration & Royalty Corp.
 Form PRE 14A
Filed June 15, 2015
File No. 001-32978

Dear Mr. Herald :

We have limited our review of your filing  to those issues we have addressed in our
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 com ments.

Cover Page

1. We note that you have checked the “No fee required” box.  However, it appears from
disclosure on page 8 and elsewhere that this transaction constitutes a sale of all or
substantially all of your assets.  Please advise or ot herwise revise your disclosure and tell
us how you are complying with Securities Exchange Act Rules 14a -6(i)(1) and 0 -11.

2. Additionally, as the transaction appears to involve the sale of substantially all of your
assets, it is unclear why you do not provid e financial statements consistent with Item
14(a)(4) of Schedule 14A.  Please refer to Section 1140.6 of the Financial Reporting
Manual, and the telephone interpretations of the Division of Corporation Finance (July
2000), Section H, Question 6.

3. Please ex plain why the proxy statement/prospectus does not include an advisory vote
pursuant to Securities Exchange Act Rule 14a -21(c).  Refer to Item 5 of Schedule 14A.

Christopher E. Herald
Solitario Exploration & Royalty Corp.
July 7 , 2015
Page 2

Background, page 12

4. We note disclosure that Waterton Nevada Splitter LLC was chosen after “re viewing
submissions” by other parties and “considering strategic alternatives.”  We further note
that the terms of the MIPA were approved on June 5, 2015, after negotiation among the
parties.  Please add disclosure to (i) describe in sufficient detail who initiated contact
between the company and Waterton; (ii) identify the parties present at meetings regarding
the negotiation of the transaction ; and (iii) fully explain the issues discussed and the
positions taken by the parties at each meeting.  In this re gard, it is unclear what role, if
any, representatives of Ely Gold played during negotiations.  Please also (i) identify and
quantify the “certain matters affecting their membership interests” and “certain
continuing payment obligations” referenced on page  13, and (ii) clarify whether the
company had an existing business relationship with Waterton prior to the transaction.

Opinion of Maxit Capital, page 14

5. We note your disclosure that Maxit Capital provided a Fairness Opinion.  Please quantify
the conting ent and other consideration and provide a summary concerning the opinion as
required by Item 14(b)(6) of Schedule 14A and Item 1015(b)  of Regulation M -A, or
advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

Christopher E. Herald
Solitario Exploration & Royalty Corp.
July 7 , 2015
Page 3

 Please contact Hillary Danie ls at (202) 551 -3959  or James Lopez  at (202) 551 -3536  with
any questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director

cc: Peter Waltz, Esq.
 Polsinelli PC

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SOLITARIO EXPLORATION & ROYALTY CORP.

4251 Kipling Street, Suite 390

Wheat Ridge, Colorado 80033

May 1, 2014

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Adam Turk

Facsimile: (703) 813-6982

Re: Solitario Exploration & Royalty Corp. Registration Statement
on

Form S-3 (Registration No. 333-194827)

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Solitario Exploration & Royalty Corp. ("Solitario") hereby requests acceleration of the effective date of its registration
statement on Form S-3 (Registration No. 333-194827), so that it may become effective at 2:00 p.m., Eastern Daylight Time, on May
5, 2014, or as soon thereafter as practicable.

In connection with such request for acceleration, Solitario hereby
acknowledges that:

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

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

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

Very truly yours,

Solitario Exploration & Royalty Corp.

By: /s/ James R. Maronick

James R. Maronick

Chief Financial Officer, Secretary and Treasurer

April 7 , 2014

Via Email
Christopher E. Herald
President and Chief Executive Officer
Solitario Exploration & Royalty Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033

Re: Solitario Exploration & Royalty Corp.
  Registration Statement on Form S-3
Filed  March 26, 2014
  File No.  333-194827

Dear Mr. Herald :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments 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 registration statement and the information you
provide in response to these comments, we may have  additional comments.

General

1. We note that you are incorporating your annual r eport on Form 10 -K for the fiscal year
ended December 31, 2013  by reference into this Form S -3 and that your Form 10 -K
incorporates Part III  information by reference to your definitive proxy statement filed in
connection with your 2014 annual meeting of shareholders.  Prior to the effectiveness of
your registration statement please either file your definitive proxy statement or amend
your Form  10-K to provide the required Part III information.  For guidance, refer to
Securities Act Forms C&DI Question 123.01.

Christopher E. Herald
Solitario Exploration & Royalty Corp.
April 7 , 2014
Page 2

 Legality Opinion

2. We note that counsel appears to have limited the scope of the legality opinion to the laws
of the State of Colorado.  We also note that the law governing the Indenture is that of the
State of New York.   Please file a legality opinion which opine s on the b inding
obligations of the debt securities under New York law .  Please refer to Section II.B.1.e of
Staff Legal Bulletin 19.

3. We note that counsel has limited reliance on the legality opinion to the company and that
the opinion “may not be relied upon, assi gned, quoted or otherwise used in any many for
any purpose by any other person or entity.”  Please have counsel revise the opinion to
remove this limitation on reliance.  Note that investors must be able to rely upon the
opinion of counsel issued in connec tion with your offering.  Please refer to Section
II.B.3.d of Staff Legal Bulletin 19.

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 Secu rities 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 mad e.

Notwithstanding our comments, in the event you request acceleration 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 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, acting pursuant to delegated authority, in
declaring the filing ef fective, 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.

Christopher E. Herald
Solitario Exploration & Royalty Corp.
April 7 , 2014
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Adam F. Turk  at (202) 551 -3657  or Brigitte Li ppmann at (202) 551 -3713
with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director

September 18, 2012

Via E -Mail
James R. Maronick
Chief Financial Officer
Solitario Exploration & Royalty Corp
4251 Kipling Street
Suite 390
Wheat Ridge, CO   80033

Re: Solitario  Exploration & Royalty Corp
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001-32978

Dear  Mr. Maronick :

We have completed our review of your filings.  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 s 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 s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

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

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September 11, 2012

Via EDGAR

Securities and Exchange Commission

ATTN: Tia L. Jenkins

Senior Assistant Chief Accountant

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-4628

Re: 	Comment letter dated September 6, 2012

Solitario Exploration & Royalty Corp. ("Solitario
or the "Company”)

Form 10-K for the Year Ended December 31, 2011

Filed March 12, 2012

SEC File No. 001-32978

Dear Ms. Jenkins:

Set forth below are our responses to the comments of the staff of
the Securities and Exchange Commission (the "Staff"). The number of the responses and headings set forth below correspond
to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

 · Solitario is responsible for the adequacy and accuracy of the disclosure in our filing with the Securities and Exchange Commission
(the "SEC"); and

 · Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with
respect to our filing; and

 · Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States

SEC COMMENT:

Form 10-K for Fiscal Year Ended December 31, 2011

Report of Independent Registered Public Accounting Firm, page
58

 1. We note that the auditor’s report included in your Form 10-K is missing the conformed
signature of the independent registered public accounting firm. Please revise the Form 10-K to provide an accountant’s report
with a conformed signature. This comment also applies to the accountant’s consent, filed as Exhibit 23.1. Refer to Rule 2-02(a)
of Regulation S-X and Item 302 of Regulation S-T.

RESPONSE:

Please refer to Solitario’s filing on Form 10-K/A, Amendment
No. 1, filed September 10, 2012 (the “Amendment”). In this filing, the auditor’s report includes the conformed
signature of Solitario’s independent registered public accounting firm, and the consent filed as Exhibit 23.1 also contains
the appropriate confirmed signature. In addition as part of our review of the original filing we also noted an incorrect form of
the consent of SRK Consulting (US) Inc., was filed, and we included Exhibit 23.2 with the proper information in the Amendment.

As part of the Form 10-K/A, Amendment No. 1 filing, we have included
the required Certifications of our Chief Executive Officer and Chief Financial Officer. The Amendment includes an explanatory note
explaining the revisions contained therein.

Item 9A. Controls and Procedures, page 87

 2. Confirm to us that you will disclose in future Exchange Act filings whether or not there were
any changes in your internal control over financial reporting pursuant to Item 308(c) of Regulation S-K.

RESPONSE:

We confirm that we will disclose in future filings pursuant to the
Securities and Exchange Act of 1934 (the “Exchange Act”) whether or not there were any changes in our internal control
over financial reporting pursuant to Item 308(c) of Regulation S-K and if there are any such changes, those changes will be disclosed.

SUMMARY AND CONCLUSION:

As a result of the filing of the Amendment, and our assurance that
we will disclose in future Exchange Act filings whether or not there were any changes in our internal control over financial reporting,
Solitario respectfully submits that it has addressed the comments in the Staff’s letter dated September 6, 2012.

If you have any questions regarding this response letter,
please contact either Christopher E. Herald or me at Solitario at (303) 534-1030.

Sincerely,

/s/ James R. Maronick

CFO

Solitario Exploration & Royalty Corp.

September 6, 2012

Via E -Mail
James R. Maronick
Chief Financial Officer
Solitario Exploration & Royalty Corp
4251 Kipling Street
Suite 390
Wheat Ridge, CO   80033

Re: Solitario  Exploration & Royalty Corp
 Form 10- K for the Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001 -32978

Dear  Mr. Maronick :
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.  Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing a ny amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10- K for Fiscal Year Ended December 31, 2011

Report of Independent Registered Public Accounting Firm, page 58

1. We note that the auditor’s report included in your Form 10- K is missing the conformed
signature of the independent registered public accounting firm. Please revise the Form 10-K to provide an accountant’s report with a conformed signature. This comment also
applies to the accountant’s consent, filed as Exhibit 23.1.  Refer to Rule 2 -02(a) of
Regulation S -X and Item 302 of Regulation S -T.

Item 9A. Controls and Procedures, page 87

2. Confirm to us that you will disclose in f uture Exchange Act filings whether or not there
were any changes in your internal control over financial reporting pursuant to Item 308(c) of Regulation S -K.

James R. Maronick
Solitario Exploration & Royalty Corp
September 6, 2012 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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

You may contact me at 202.551.3871 if you have questions regarding these comments .

Sincerely,

/s/Tia L. Jenkins

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

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

DIVISION OF
CORPORATION FINANCE
        February 18, 2010

Mr. James R. Maronick, Chief Financial Officer
Solitario Exploration & Royalty Corp.  42510 Kipling St., Suite 390 Wheat Ridge, CO  80033
 Re: Solitario Exploration & Royalty Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009
  File No. 1-32978

  Dear Mr. Maronick:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
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RESP22

February 2, 2010

Gary Newberry

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549-4628

Via facsimile to (703)-813-6982

Re: Solitario Exploration & Royalty Corp.

Mr. Newberry:

In response to the phone conversation held on January 26, 2010, we are enclosing proposed journal entries to our 2007-2008 and quarterly 2009 financial statements which we believe reflect the position of the staff of the Securities and Exchange Commission ("Staff") on the treatment of equity contributions by Anglo Platinum to our subsidiary, Pedra Branca Mineracao, Ltd. as described in your comment letter dated November 9, 2009.

We have also enclosed details summarizing the changes the journal entries would have to Solitario's existing accounts.  Finally we have presented unaudited draft financial statement pages to assist the Staff in analyzing the effects on our reported numbers.

We will be presenting this same information to Solitario's Audit Committee of the Board of Directors later this week.  The Audit Committee will evaluate such proposed changes for materiality in accordance with SAB 99 and whether such changes, if deemed appropriate, necessitate restatement of our financial statements as the correction of an error or as a change in accounting principle from one acceptable method to another.

Please note the attached information does not include additional disclosures required in our periodic reports regarding the reasons for the change or disclosures which clarify that the deferred noncontrolling shareholder payment account will not be settled in cash, refunded to Anglo Platinum, or constitute a contractual obligation.

If you have any questions regarding this response letter, please contact either Christopher E. Herald or me at Solitario at (303) 534-1030.

Sincerely

/s/ James R. Maronick

CFO

Solitario Exploration & Royalty Corp.

Enclosed

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CORRESP
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November xx, 2006

December 02, 2009

Via EDGAR

Securities and Exchange Commission

ATTN:  H Roger Schwall and Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-4628

Re:

                              Solitario Exploration & Royalty Corp. ("Solitario or the "Company")

                              Form 10-K for the Fiscal Year Ended December 31, 2008

                              Filed March 13, 2009

                              Form 10-Q for the Fiscal Quarters Ended March 31, 2009, June 30, 2009 and September 30, 2009

                              Filed May 8, August 6, 2009, and November 4, respectively

                              Comment letter dated November 9, 2009

                              SEC File No. 1-32978

Dear Mr. Schwall and Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

          Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and

          Exchange Commission (the "SEC"); and

          Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking

          any action with respect to our filings; and

          Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under

          the federal securities laws of the United States

SEC COMMENT:

Form 10-K for the Fiscal Year ended December 31, 2008

Consolidated Statements of Stockholders' Equity, page 49

1.          We note your response to prior comments 1 through 4 and do not agree with the certain conclusions that you have reached with regard to your accounting for the shareholders' agreements between you and Anglo Platinum Brazil ("Anglo").  Please amend and restate the financial statements contained in your Form 10-K for the fiscal year ended December 31, 2008 and your Forms 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009 and September 30, 2009 as follows:

a.          As noted in prior comment number 1, we understand that you record all funding prior to Anglo earning an interest in Pedra Branca Mineracao ("PBM") as a reduction to your net exploration expenditures, as Anglo has the right to terminate its interest in PBM at anytime prior to earning an interest.  However since you do not know what the proceeds are being received for at the time you receive them, you should record the proceeds as a deferral unit (i.e. liability) until the point in time that you know whether the proceeds are for an equity interest in PBM or a reduction of PBM's exploration expenses.  Please amend and restate your financial statements accordingly.

RESPONSE:

We do not believe that the funds received from Anglo, prior to them actually fulfilling the requirements to be entitled to the first 15% equity interest during September 2007, meet the definition of a liability under FASB Concept Statement 6.

Paragraph 35 of FASB Concept Statement 6 defines liabilities as:

35. Liabilities are probable21 future sacrifices of economic benefits arising from present obligations22 of a particular entity to transfer assets or provide services to other entities in the future as a result of past transactions or events.

21 Probable is used with its usual general meaning, rather than in a specific accounting or technical sense (such as that in Statement 5, par. 3 ), and refers to that which can reasonably be expected or believed on the basis of available evidence or logic but is neither certain nor proved (Webster's New World Dictionary, p. 1132). Its inclusion in the definition is intended to acknowledge that business and other economic activities occur in an environment characterized by uncertainty in which few outcomes are certain (pars. 44-48).

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22 Obligations in the definition is broader than legal obligations. It is used with its usual general meaning to refer to duties imposed legally or socially; to that which one is bound to do by contract, promise, moral responsibility, and so forth (Webster's New World Dictionary, p. 981). It includes equitable and constructive obligations as well as legal obligations (pars. 37-40).

Further, paragraph 36 of FASB Concept Statement 6 provides insight into the characteristics of a liability:

36. A liability has three essential characteristics: (a) it embodies a present duty or responsibility to one or more other entities that entails settlement by probable future transfer or use of assets at a specified or determinable date, on occurrence of a specified event, or on demand, (b) the duty or responsibility obligates a particular entity, leaving it little or no discretion to avoid the future sacrifice, and (c) the transaction or other event obligating the entity has already happened. Liabilities commonly have other features that help identify them-for example, most liabilities require the obligated entity to pay cash to one or more identified other entities and are legally enforceable. However, those features are not essential characteristics of liabilities. Their absence, by itself, is not sufficient to preclude an item's qualifying as a liability. That is, liabilities may not require an entity to pay cash but to convey other assets, to provide or stand ready to provide services, or to use assets. And the identity of the recipient need not be known to the obligated entity before the time of settlement. Similarly, although most liabilities rest generally on a foundation of legal rights and duties, existence of a legally enforceable claim is not a prerequisite for an obligation to qualify as a liability if for other reasons the entity has the duty or responsibility to pay cash, to transfer other assets, or to provide services to another entity.

Additionally, paragraph 198 of FASB Concept Statement 6 discusses proceeds as sole evidence of a liability.

198. An entity commonly receives cash, goods, or services by incurring liabilities (paragraph 38), and that which is received is often called proceeds, especially if cash is received. Receipt of proceeds may be evidence that an entity has incurred one or more liabilities, but it is not conclusive evidence. Proceeds may be received from cash sales of goods or services or other sales of assets, from cash contributions by donors, or from cash investments by owners, and entities may incur liabilities without receiving proceeds, for example, by imposition of taxes. The essence of a liability is a legal, equitable, or constructive obligation to sacrifice economic benefits in the future rather than whether proceeds were received by incurring it. Although proceeds received may be a useful attribute in measuring a liability incurred, proceeds themselves are not liabilities.

As previously mentioned in our response dated October 1, 2009, there was significant uncertainty as to whether Anglo would actually earn the initial 15% interest in PBM in September 2007.  Our experience with similar "joint ventures" throughout Solitario's 15 year history had demonstrated a well-established history of partners electing not to continue their exploration funding.  The initial phase of the arrangement with Anglo was no different.   Under no circumstances was the Company obligated to repay these amounts. Only when Anglo met certain funding thresholds, could Anglo earn the initial 15% equity interest.  Section 10.4 of the Shareholders Agreement states without ambiguity that such amounts are never to be repaid.

FASB Concept Statement 6 defines liabilities as probable future sacrifices of economic benefits arising from present obligations.  As previously stated, management did not believe that the transfer of the 15% equity interest was probable as discussed above and in our October 1, 2009 response.

To elaborate, we have also considered the characteristics of a liability discussed in paragraph 36. According to paragraph 36, a liability has three essential characteristics:

(a) it embodies a present duty or responsibility to one or more other entities that entails settlement by probable future transfer or use of assets at a specified or determinable date, on occurrence of a specified event, or on demand.

As discussed earlier, we do not believe that the transfer of the future equity interest was probable, and the history of the Company does not objectively support recording a liability.

(b) the duty or responsibility obligates a particular entity, leaving it little or no discretion to avoid the future sacrifice.

This was not true as we had no obligation to repay the exploration funding. There was no duty for us to transfer an asset in the future and we believed that the future transfer of the equity interest was not probable as discussed earlier.

(c) the transaction or other event obligating the entity has already happened.

Until September 2007, the funding to earn the 15% equity interest had not occurred.

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We also considered paragraph 198 that states:

 "Receipt of proceeds may be evidence that an entity has incurred one or more liabilities, but it is not conclusive evidence.  The essence of a liability is a legal, equitable, or constructive obligation to sacrifice economic benefits in the future rather than whether proceeds were received by incurring it."

Paragraph 198 supports our belief that the receipt of proceeds from Anglo does not trigger liability accounting.

Furthermore, we believe the recording of the liability for the entire amount of the funding provided by Anglo to PBM prior to earning an equity interest distorts our financial statements in two ways.  First it requires the recording of exploration expenditures which did not require the use of corporate assets (cash) and we believe that showing such expenses net of the funds provided by Anglo accurately reflected the lack of any existing obligation to Anglo at the time of the reimbursements.  Secondly, it significantly overstates our financial obligations by recording a liability significantly in excess of any amount that Anglo would be entitled, in the remote possibility that they would earn a 15% interest in the subsidiary.  We would essentially be recording a liability (due to Anglo, not currently earned or payable), which would be in excess, by a factor of five, what their minority interest would be if they became a 15% shareholder.  We do not believe that the exploration funding arrangement constituted an obligation to sacrifice economic benefits in the future, especially given the fact that the Company's expenditures under this arrangement, net of the proceeds received from Anglo, were effectively zero.

In summary, based on the information, 15 year history and experience the Company's management team had with similar transactions, the risk of exploration activity and the actions by Anglo, management did not think it probable that the 15% equity interest would be earned. As such, we do not believe that the exploration funding meets the definition of a liability under FASB Concept Statement 6.

In addition to FASB Concept Statement 6, we looked to analogous accounting literature to support our position.

Neither ASC 930 Extractive Activities-Mining, nor SEC Industry Guide 7 - Mining, address our situation, which is the accounting for an arrangement to fund exploration activities.  Accordingly, we considered other accounting guidance for similar arrangements.

The arrangement with Anglo to provide funds for exploration activities is similar to research and development ("R&D") arrangements in other industries.   ASC 730, Section 10-15-2 states:

The guidance in the Research and Development Topic applies to all entities, including the following:

a. Entities in the extractive industries whose research and development activities are comparable in nature to research and development activities of other entities, such as development or improvement of processes and techniques including those employed in exploration, drilling, and extraction.

ASC 730, Section 20-05-6 states:

05-6  An entity that is a party to an arrangement through which research and development is funded by other parties usually incurs an obligation when it enters into the arrangement. The nature and extent of the entity's obligation are sometimes difficult to determine and can range from an obligation to perform contract research and development work to an obligation to repay the other parties, with a return, for the funds provided.

ASC 730, Section 20-25-2, 25-3, 25-4 and 25-7 state:

25-2  An entity shall determine the nature of the obligation it incurs when it enters into an arrangement with other parties who fund its research and development. The factors discussed in paragraphs 730-20-25-3 through 25-9 address other factors that may be present and relevant to a particular arrangement shall be considered when determining the nature of the entity's obligation.

25-3  If the entity is obligated to repay any of the funds provided by the other parties regardless of the outcome of the research and development, the entity shall estimate and recognize that liability. This requirement applies whether the entity may settle the liability by paying cash, by issuing securities, or by some other means

25-4  To conclude that a liability does not exist, the transfer of the financial risk involved with research and development from the entity to the other parties must be substantive and genuine. To the extent that the entity is committed to repay any of the funds provided by the other parties regardless of the outcome of the research and development, all or part of the risk has not been transferred.

25-7 An entity that incurs a liability to repay the other parties shall charge the research and development costs to expense as incurred.

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We have noted that the arrangement with Anglo was similar to an R&D arrangement discussed in ASC 730. Solitario entered into an arrangement under which Anglo agreed to provide funding to PBM for exploration activities. Solitario was under no obligation to repay the amount either through cash payment or transfer of equity until it was deemed probable in the fourth quarter of 2007 that Anglo had earned the equity interest as of September 30, 2007.  As previously discussed, Solitario felt strongly that the likelihood of Anglo continuing was remote during the period after the signing of the Shareholders Agreement.  Therefore, no liability existed (Section 730-20-25-4). As noted in Section 730-20-25-7, the amounts paid by the other party should be charged to expense only in the case where a liability is determined to exist.   In our case, we determined that no liability existed, so by analogy, the gross R&D expenses should not have been reflected in our expense. We credited the funds received from Anglo to expense which resulted in expenses, net of funding, being reflected. This is consistent with the guidance in Section 730-20-25-7.

Conclusion

In conclusion, we believe that our accounting prior to Anglo earning the equity interest was appropriate. We do not believe that the recognition of a liability pending determination of whether they would ultimately earn the equity interest was appropriate as the arrangement did not meet the definition of a liability under FASB Concept Statement 6. In addition, our accounting was consistent with R&D arrangements as provided for in ASC 730. Furthermore, our treatment accurately reflected the economic operating results of the consolidated group as no net exploration expenditures were expensed by the Company and equity was not earned by Anglo.

We also provided disclosure of the components of exploration expense in our Form 10-K and Forms 10-Q

CORRESP
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NOV19LTR

November 19, 2009

Mr. Gary Newberry

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Filed on EDGAR CORRESPONDENCE

RE:     Comment letter dated November 9, 2009 (the "Comment Letter")

Mr. Newberry:

We are in the process of completing our response to the Comment Letter.  However, due to my scheduled travel to South America and holiday schedules, we are requesting an additional 10 business days from the date of this letter to respond the Comment Letter.

Sincerely

/s/ James R. Maronick

CFO

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

DIVISION OF
CORPORATION FINANCE
        November 9, 2009

Mr. James R. Maronick, Chief Financial Officer
Solitario Exploration & Royalty Corp.  42510 Kipling St., Suite 390 Wheat Ridge, CO  80033
 Re: Solitario Exploration & Royalty Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009
  Form 10-Q for the Fiscal Quarters Ended March 31 and
June 30, 2009 Filed May 8 and August 14, 2009 Response Letter dated October 1, 2009
  File No. 1-32978

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

Form 10-K for the Fiscal Year Ended December 31, 2008

Consolidated Statements of Stockholder’s Equity, page 49

1. We note your response to prior comments 1 through 4 and do not agree with certain conclusions that you have reached with regard to your accounting for the shareholder’s agreement between you and Anglo Platinum Brazil (“Anglo”).  Please amend and restate the financial statements contained in your Form 10-K for the fiscal year ended December 31, 2008 and your Forms 10-Q for the

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.
November 9, 2009 Page 2

quarterly periods ended March 31, 2009, June 30, 2009 and September 30, 2009 as follows:

a. As noted in prior comment number 1, we understand that you record all funding prior to Anglo earning an interest in Pedra Branca Mineracao (“PBM”) as a reduction to your net exploration expenditures, as Anglo has the right to terminate its interest in PBM at anytime prior to earning the interest.  However, since you do not know what the proceeds are being received for at the time you receive them, you should record the proceeds as a deferral unit (i.e., liability) until the point in time that you know whether the proceeds are for an equity interest in PBM or a reduction of PBM’s exploration expenses.  Please amend and restated your financial statements accordingly.
 b. Your response states that after conveying the first 15% interest to Anglo, you recorded all additional funding proceeds received as additional paid-in capital as Anglo was a minority equity holder.  You have supported your accounting by reference to the provisions of SFAS 160.   However, the provisions of SFAS 160 would not be applicable until the point in time that the equity interest has been transferred.  Therefore, consistent with bullet a. above, you should record the proceeds as a deferral unit (i.e., liability) until the point in time that you know whether the proceeds are for an equity interest in PBM or a reduction of PBM’s exploration expenses.  In this respect, the fact that Anglo became a minority interest holder would not impact your accounting for the proceeds received.  Please amend and restated your financial statements accordingly.

c. At the point in time when Anglo earns the minority interest in PBM, you should release the liability and record the transfer of the equity interest to PBM based on ARB 51 and SAB 51 through December 31, 2008 and SFAS 160 subsequent to December 31, 2008.  Therefore, prior to December 31, 2008 you would record the non-controlling interest (or minority interest) as the proportionate share of the book value of PBM acquired by Anglo.  Any excess would be recorded to Solitario’s additional paid-in capital, unless the criteria of SAB 51 for gain recognition on the income statement have been met.  Subsequent to the adoption of SFAS 160, the accounting would be similar except all gains or losses are no longer permitted to be recorded on the income statement pursuant to paragraph 33 of SFAS 160.  You can refer to Example 2 in SFAS 160 as an illustration of the accounting for the transfer of equity interest of a subsidiary. Please amend and restated your financial statements accordingly.

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.  November 9, 2009 Page 3

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Gary Newberry at (202) 551-3761, Chris White, Branch Chief,
at (202) 551-3461 if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact Sean Donahue at (202) 551-3579, Laura Nicholson at (202) 551-3584 or  me at (202) 551-3740 with any other
questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
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November xx, 2006

September 30, 2009

Via EDGAR

Securities and Exchange Commission

ATTN:  H Roger Schwall and Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-4628

Re:

                    Solitario Exploration & Royalty Corp. ("Solitario or the "Company")

                    Form 10-K for the Fiscal Year Ended December 31, 2008

                    Filed March 13, 2009

                    Form 10-Q for the Fiscal Quarters Ended March 31 and June 30, 2009

                    Filed May 8 and August 6, 2009, respectively

                    Comment letter dated September 22, 2009

                    SEC File No. 1-32978

Dear Mr. Schwall and Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

          Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and Exchange Commission (the "SEC"); and

          Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with respect to our filings; and

          Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States

SEC COMMENT:

Form 10-K for the Fiscal Year ended December 31, 2008

Consolidated Statements of Stockholders' Equity, page 49

          We have reviewed your response to prior comment 11 with respect to your accounting for the shareholder's agreement between you and Anglo Platinum Brazil ("Anglo").  We understand that you record all funding prior to Anglo earning an interest in Pedra Branca Mineracao ("PBM") as a reduction to your net exploration expenditures, as Anglo has the right to terminate its interest in PBM at anytime prior to earning the interest.  Please clarify how you evaluated the probability of payment of the equity interest when determining that it was appropriate to report the funds received as a reduction to your net exploration expenditures.  In this respect, explain how you evaluated Anglo's commitment to fund the exploration of this project when determining whether the payment of the equity interest was probable.  In this respect we note that you entered into the agreement in April 2007 and Anglo had funded enough exploration expenditures by September 30, 2007.

RESPONSE:

          Up until the date Anglo fulfilled its funding obligation required to earn its 15% interest in PBM, we evaluated the probability that Anglo would meet the requirements for earning its interest, as remote.  This evaluation was based upon (i) the fact that during our 14-year corporate history to that time, no joint venture partner had ever satisfied the conditions to earn an interest in one of our properties (prior to Anglo related to PBM), (ii) that on several similar arrangements, we have experienced unanticipated immediate unilateral terminations of continued funding by joint venture partners; and most importantly (iii) Anglo's specific history of delayed funding on the PBM project. Specifically, it is important to note that although we signed a letter of intent with Anglo in January 2003, between the period from July 2004 and April 2006, the letter agreement was amended four times, to among other things, request significant time extensions to meet funding requirements pursuant to the letter of intent and prior to signing the Shareholders' Agreement.  Furthermore, Section 10.9 of Shareholders' Agreement is clear that Anglo not only has the right to terminate funding at any time at their sole discretion, but Section 10.9.3 clearly states that they would not receive any proportional interest with respect to any partial funding: (note; Per the Shareholders' Agreement, Anglo is defined as "APB", and "AML" is a 100% owned subsidiary of Solitario)

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10.9     APB Election to Cease Sole Funding - APB may, at its sole discretion, elect to cease Sole Funding under Clause 10.1 and/or, if applicable, Clause 10.3 at any time during the relevant earn-in or funding period, provided however:

10.9.1     if APB ceases to Sole Fund prior to the First Option Exercise Date, APB shall have no rights and Interests in the Pedra Branca Project, whether through a shareholding in the Company or an Ownership Interest or otherwise and this Agreement shall terminate;

10.9.2     if APB ceases to Sole Fund prior to the Final Earn-In Date and is the Manager pursuant to an election made in accordance with Clause 4.4, it shall cease to become Manager and AML shall replace APB as Manager from the election hereunder;

10.9.3     the relevant Option to which the funding period relates in respect of which APB has elected to cease Sole Funding shall terminate and APB shall have no entitlement to any additional Shares as a result of partial funding of the applicable Option;

          Additionally, during the second and third quarters of 2007, Anglo had no specific timeline to meet the payment requirements (however, there was a funding deadline, pursuant to the 2007 program and budget, of December 31, 2007).  We were not provided by Anglo any indications of when they would complete their funding obligations, if at all, to earn their 15% interest until we received the funds.

          Finally, in addition to the uncertainties related to Anglo's own internal decisions for deploying capital on their inventory of exploration-stage properties, there are several reasons why Anglo could have unilaterally made a decision to not proceed further with funding and thereby intentionally choose not to earn an interest in PBM.  These include, among other things, the potential for poor exploration results for 2007 (exploration results for 2007 were not available prior to the fourth quarter of 2007), which could have caused Anglo to terminate funding because Anglo would not want to have ongoing responsibilities for further exploration expenses, carrying costs or other future liabilities including environmental liabilities related to the PBM or the Pedra Branca project.  Accordingly based upon our evaluation, we believed it was prudent, not to assign any probability to Anglo earning its interest prior to meeting the earn-in requirements of the Shareholders' Agreement.

2.          Your response also states that you do not believe that (it) is necessary to step up the value of the equity in PBM when you conveyed the 15% interest in PBM to Anglo as the value of the proceeds were not objectively determinable.  Please further clarify why you believe the fair value of the cash you received in the five months preceding the conveyance of the equity interest is not objectively determinable.

RESPONSE:

          During the course of this transaction, although we did consider gain recognition, at no time during the period of the Shareholders' Agreement did we feel there was any objectively determinable basis for recording a gain (or loss) on the value of the previously unissued shares of PBM issued to Anglo.  As such, we believed it would be inappropriate to record a gain (or loss).  We based this conclusion on the guidance provided by Staff Accounting Bulletin No. 84 - "Accounting for Sales of Stock by a Subsidiary" ("SAB 84").  Specifically, Question 2 of SAB 84 provides insight into when the Staff would object to gain recognition upon the issuance of stock of a subsidiary:

In addition, the staff believes that realization is not assured where the subsidiary is a newly formed, non-operating entity; a research and development, start-up or development stage company; an entity whose ability to continue in existence is in question, or other similar circumstances.

          At the time of Anglo earning its 15% interest, no analysis was available that could have been used to objectively determine the fair value of the PBM shares whether based upon reserves, value beyond proven and probable reserves, market comparison of similar properties or possibly some other measure.

The nature of mineral exploration is to determine if a property has economic value.  It is our experience that many exploration properties, such as Pedra Branca, often have millions of dollars spent on them that ultimately may result in determining that the property has no economic value.  Our evaluation of the economic characteristics and viability of PBM, which entity's only asset is the exploration-stage mineral leases subject to the Shareholders' Agreement, and the guidance provided by SAB 84, led us to the subjective conclusion that the issuance of equity would not meet the Staff's requirement for gain recognition.

2

<PAGE>

          In addition, we reviewed the guidance provided by Question 3 of SAB No. 84, which states:

The staff believes that gain recognition is acceptable in situations other than sales of unissued shares in a public offering as long as the value of the proceeds can be objectively determined.

          Although Anglo was reimbursing certain exploration costs, it is our belief that the fair value of the underlying 15% equity interest of PBM was not objectively determinable.  Although it could be argued the fair value of the Pedra Branca Project (and by reference, the fair value of 15% of the shares of PBM) could possibly be the entire amount of money (or some proportionate amount thereof) that Anglo had contributed as of the date they earned their interest in PBM, this would have resulted in an implied fair value of $15 million, and a gain on the recorded value of the Pedra Branca project of approximately $12 million.  We believe recording such a gain on a South American exploration property without any reserves or delineated resources would have been inappropriate and significantly misleading to our shareholders.  Similarly, any recognition of gain based upon a proportionate amount of exploration expended by Anglo would have involved subjectivity, for which we had no basis as discussed above.   In addition, recording a gain based solely on the amounts spent on exploration would have contradicted our stated accounting policy of expensing exploration costs, by effectively capitalizing as a gain, prior exploration expenditures and potentially compounding that capitalization by the percentage of PBM earned by Anglo.

3.          Your response states that after conveying the first 15% interest to Anglo, you recorded all additional funding proceeds received as additional paid-in capital as Anglo was a minority equity holder.  Please clarify why you believe the existence of a minority interest in PBM would change the accounting for the funding proceeds received.  Explain why you believe that it is appropriate to report the proceeds as equity, even though an equity transaction had not occurred as of the dates you received the cash.

          Based upon our review of the U.S. GAAP in effect, at the time that Anglo became a shareholder of PBM in 2007, there was no authoritative literature providing guidance on the accounting for similar transactions between shareholders and their investee companies.  As such, we looked, by analogy, to the guidance provided by (then proposed-stage literature) SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51," ("SFAS No. 160").  Specifically, we reviewed paragraph 33 of SFAS No. 160 that stated "Changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary shall be accounted for as equity transactions (investments by owners and distributions to owners acting in their capacity as owners)."  After Anglo earned its initial 15% equity stake of PBM, we believed, in the absence of specific guidance on the matter, that a reasonable interpretation would be that Anglo's prospective cash contributions to PBM, represented investments in PBM (regardless of whether the next "tranche" of equity was issued to Anglo at that time), and as such, classification of such amounts as contributed capital was appropriate rather than as reductions to exploration expense.

4.          From the shareholders agreement included as an exhibit 10.1 in your Form 8-K filed on October 4,  2007, it appears that settlement of the 15% interest in PBM was to be in previously unissued shares of PBM (as opposed to shares that were previously owned by you).  Please confirm that you issued previously unissued shares of PBM upon the settlement of the first and second 15% interest in PBM.

RESPONSE:

          We confirm that we issued previously unissued shares of PBM to Anglo subsequent to Anglo earning both the 15% and 30% interests in PBM.

Form 10-Q for the quarter ended June 30, 2009

5.          We note your statement that your disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the disclosure controls and procedures are met.   Please revise to state clearly, if true, that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective at the reasonable assurance level.  In the alternative, remove the references to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F.4 of Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at www.sec.gov/rules/final/33-8238.htm.

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<PAGE>

RESPONSE:

          We have reviewed our disclosures regarding our disclosure controls and procedures and the wording of the conclusion on the effectiveness of our disclosure controls and procedures by our Chief Executive Officer and our Chief Financial Officer.  In all future filings we will not include paragraphs regarding the inherent limitations of our system of disclosure controls and procedures and will only include the following disclosure, if true, regarding the effectiveness or our disclosure controls and procedures:

          During the fiscal period covered by this report, the Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of [the quarter end date], the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  There have been no changes in internal controls over financial reporting that occurred during the quarter ended [quarter end date] that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

          We respectfully submit to the Staff that in light of our commitment to revise our disclosure as set forth above in all future quarterly and annual filings on Form 10-Q and Form 10-K, and that the Form 10-Q for the period ended June 30, 2009, taken as a whole, is not materially misleading and doe

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

DIVISION OF
CORPORATION FINANCE
        September 22, 2009

Mr. James R. Maronick, Chief Financial Officer
Solitario Exploration & Royalty Corp.  42510Kipling St., Suite 390 Wheat Ridge, CO  80033
 Re: Solitario Exploration & Royalty Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009
  Form 10-Q for the Fiscal Quarters Ended March 31 and
June 30, 2009 Filed May 8 and August 14, 2009 Response Letter dated August 20, 2009
  File No. 1-32978

    Dear Mr. Maronick:
We have reviewed your response letter and have the following 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.

Form 10-K for the Fiscal Year Ended December 31, 2008

Consolidated Statements of Stockholder’s Equity, page 49

1. We have reviewed your response to prior comment 11 with respect to your accounting for the shareholder’s agreement between you and Anglo Platinum Brazil (“Anglo”).  We understand that you record all funding prior to Anglo earning an interest in Pedra Branca Mineracao (“PBM”) as a reduction to your net exploration expenditures, as Anglo has the right to terminate its interest in PBM at anytime prior to earning the interest.  Please clarify how you evaluated the probability of payment of the equity interest when determining that it was appropriate to report the funds received as a reduction to your net exploration

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.
September 22, 2009 Page 2

expenditures.  In this respect, explain how you evaluated Anglo’s commitment to fund the exploration of this project when determining whether payment of the equity interest was probable.  In this respect, we note that you entered into the agreement in April 2007 and Anglo had funded enough exploration expenditures to earn the first 15% equity interest in PBM by September 30, 2007.
 2. Your response also states that you do not believe that is necessary to step up the value of the equity in PBM when you conveyed the 15% interest in PBM to Anglo as the value of the proceeds were not objectively determinable.  Please further clarify why you believe that the fair value of the cash you received in the five months preceding the conveyance of the equity interest is not objectively determinable.
 3. Your response states that after conveying the first 15% interest to Anglo, you recorded all additional funding proceeds received as additional paid-in capital as Anglo was a minority equity holder.  Please clarify why you believe that the existence of a minority interest in PBM would change the accounting for the funding proceeds received.  Explain why you believe that it is appropriate to report the proceeds as equity, even though an equity transaction had not occurred as of the dates that you received the cash.
 4. From the shareholder’s agreement included as exhibit 10.1 in your Form 8-K filed on October 4, 2007, it appears that settlement of the 15% interest in PBM was to be in previously unissued shares of PBM (as opposed to shares that were previously owned by you).  Please confirm that you issued previously unissued shares of PBM upon settlement of the first and second 15% interest in PBM.
 Form 10-Q for the Quarter Ended June 30, 2009

Controls and Procedures, page 30

5. We note your statement that your disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the disclosure controls and procedures are met.  Please revise to state clearly, if true, that your principal executive officer and principal financial officer concluded that your disclosure
controls and procedures are effective at that reasonable assurance level. In the alternative, remove the references to the level of assurance of your disclosure controls and procedures. Please refer to Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at < http://www.sec.gov/rules/final/33-8238.htm
>.

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.  September 22, 2009 Page 3

Definitive Proxy Statement on Schedule 14A filed April 28, 2009
 Summary Compensation Table

6. We note your response to our prior comment seven.  Please confirm that in future filings you will reflect the bonuses in the total compensation column for the year earned.

Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Gary Newberry at (202) 551-3761, Chris White, Branch Chief,
at (202) 551-3461 if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact Sean Donahue at  (202) 551-3579, Laura Nicholson at (202) 551-3584 or me at (202) 551-3740 with any
other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

November xx, 2006

August 20, 2009

Via EDGAR

Securities and Exchange Commission

ATTN:  H Roger Schwall and Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-4628

Re:                    Comment letter dated July 31, 2009

                          Solitario Exploration & Royalty Corp. ("Solitario or the "Company")

                          Form 10-K for the Year Ended December 31, 2008

                          Filed March 13, 2009

                          Form 10-Q for the Fiscal Quarter Ended March 31, 2009

                          Filed May 8, 2009

                          SEC File No. 1-32978

Dear Mr. Schwall and Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

     Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and

     Exchange Commission (the "SEC"); and

     Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from

     taking any action with respect to our filings; and

     Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person

     under the federal securities laws of the United States

SEC COMMENT:

Form 10-K for the Fiscal Year ended December 31, 2008

General

1.          We note that approximately 80% of your total assets as of December 31, 2008 consists of your investment in the equity securities of Kinross.  Please clarify how you evaluated whether you are an investment company as defined in Section 3(a)(1) of the Investment Company Act of 1940.  Provide us with any analysis and calculations necessary to support your position.

RESPONSE:

          We believe that we are not an investment company because we safely meet the requirement under Section 3(a)(1)(C) under the Investment Company Act of 1940 (the "1940 Act") that the issuer not be engaged nor propose to engage in "the business of investing, reinvesting, owning, holding, or trading in securities."  Solitario is primarily engaged in the business of acquisition and exploration of mineral properties located in Peru, Brazil, and Mexico.  Our principal expertise is in identifying mineral properties with promising mineral potential, acquiring these mineral properties and exploring them to enable it to sell, joint venture or create a royalty on these properties prior to the establishment of proven and probable reserves.  We have been actively involved in this business since 1993.  Further description of its business operations has been found in our periodic filings, which disclosure gives no indication that Solitario could be construed as an investment company.  We do not believe it would be possible to identify a single investor, reasonable or not, who purchased shares of Solitario thinking the investor was making an investment in a company primarily engaged in the business of investing, reinvesting, owning, holding, or trading in securities.

1

<PAGE>

          The fact that the value of Solitario's 1,110,000 shares of Kinross Gold Corporation's common stock currently exceeds 40% of its total assets is the result of a combination of historical factors, including changes in market prices of the stock and the accounting treatment of mining companies generally, not a purposeful action to become engaged in the business of holding securities.  Our Kinross stockholdings stem from our origins as a wholly owned subsidiary of Crown Resources Corporation ("Crown"). As described in our periodic filings, including our Form 10-K for the year ended December 31, 2008, Crown completed a spin-off its holding of Solitario's shares to its shareholders in 2004, and when Crown subsequently merged with Kinross Gold Corporation ("Kinross"), Solitario was issued 1,942,920 shares of Kinross common stock in exchange for the 6,071,626 shares of the common stock of its parent Crown that it owned at that time.

          As a result of the merger and subsequent appreciation in the market value of Kinross stock, Solitario found itself with a relatively large asset in the Kinross stock that it could not readily sell without significant adverse tax consequences.  Even though we have been steadily selling the Kinross stock (832,920 of the 1,942,920 shares originally received, or 43%, to date), Solitario has continued to exceed the 40% threshold for investment securities set forth in Section 3(a)(1)(C) of the 1940 Act.  This disparity in the relative "value", according to generally accepted accounting principles, of our operating assets and the Kinross stock exists only because United States Generally Accepted Accounting Principles ("GAAP") limits the capitalization of costs on exploration properties to only the initial cost expenditures, and excludes, by requiring us to expense, the subsequent exploration expenditures and even subsequent payments made to the seller or lessor of the property.  Under GAAP, irrespective of the amount invested in exploration of mining properties and with no regard for their current value or long term potential for appreciation, exploration mining properties are reported as assets in our balance sheet at the historical cost of only whatever we initially paid for them.  By comparison, we report the current market value of the Kinross stock, irrespective of the actual amount or our historical cost that we initially paid for such stock.

          The distortion resulting from this disparity in accounting treatment is apparent when you consider the fact that we paid approximately $1.4 million for the Crown investments that are today, as Kinross stock, valued at more than $21 million, even though we have, as noted above, already sold 43% of the Kinross stock.  According to our most recent Form 10-Q, the cost basis of our mining exploration properties, which excludes exploration expenses or any estimate of their current value, is $2.776 million, and we held almost $1 million in cash and cash equivalents.  If apples were compared to apples, by comparing the initial cost of both assets ($0.798million for the remaining shares of Kinross stock and the $2.776 million paid for the initial acquisition of mining properties) rather than treating them differently, Solitario would only have around 22% of its assets in investment securities.

          The result is the same if one compares actual market values.  Our market capitalization today (the number of shares outstanding times its current market price) is around $60 million.  If we assume that the market acts rationally and considers the approximate $21 million market value of the Kinross stock in valuing Solitario's stock, then that means that around 35% of our value is derived from our ownership of Kinross stock.  The irony, or perhaps the conclusive rebuttal to the contention that Solitario is an investment company at all, is that, if we did register as an investment company, we believe we would be required to value all of our assets at "fair value", including our mining exploration properties, and that comparison of market values would yield the same result-we hold approximately 35% of our assets in investment securities.

          In any event, we have never been considered an indirect vehicle for investing in Kinross shares because our operating results have been unrelated to that value.  And we have confirmed that view to the investment public by our actions.  We have been steadily selling our Kinross stock to the maximum extent that we could do so without incurring adverse tax consequences (i.e., to the extent that we could offset the income from those sales with net loss carryforwards and losses from operations).  As we have disclosed in our periodic filings, we intend to continue selling the Kinross stock.  Moreover, we hope to announce one or more acquisition transactions within the next 12 months that will take us well below the 40% benchmark of Section 3(a)(1)(C).

2

<PAGE>

          Furthermore, we have been advised that, pursuant to Sections 3(b) and 3(c) of the Act, even if a company is deemed to have investment securities having a value exceeding 40% of the value of its total assets, as long as it fits into one of the enumerated statutory exceptions, it is not an investment company.  For example, under Section 3(b)(1), any issuer that is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding or trading in securities, is not an investment company.  In 1947, the Commission created a five factor test to determine whether a company is "primarily" engaged in the investment business:

                    1. the company's history;

                    2.  the way the company represents itself to the investing public today;

                    3. the activities of its officers and directors;

                    4. the nature of its assets; and

                    5. the sources of its income.

          Historically, the Commission's interpretation of this five part test heavily emphasized the "nature of assets" element of the test, so that any issuer who exceeded a "50% of assets in investment securities" test was essentially required to register or seek an exemption from the Commission, irrespective of the balancing that could have resulted from consideration of the other four factors.  While the Commission has readily granted exemptive relief to various operating companies, including Microsoft Corporation and many others, there was essentially no consideration of the other Tonopah factors if the issuer had more than 50% of its assets in investment securities.

          In 2007, however, the U.S. Court of Appeals for the Seventh Circuit had a rare opportunity to interpret the Commission's Tonopah test.  In SEC v. National Presto Industries, Inc., the appellant National Presto had initially refused to apply for an exemption.  That refusal forced the agency to seek an injunction requiring it to register as an investment company, the district court granted the injunction and National Presto Industries appealed.  In the National Presto case, the Court of Appeals specifically rejected the Commission's historical emphasis on assets as the "most important" of the five factors since it "would make the exclusion in SS80a-3(b)(1) unavailable as a practical matter."  The court reasoned, "What good would it do to enact a law using 40% as the threshold in subsection (a)(1)(C), and convert the 40% test to 50% as a definition of the firm's 'primary' engagement?"  National Presto confirms that Section 3(b)(1) means what it says: if an issuer is primarily engaged in a business or businesses other than investing, reinvesting, holding or trading in securities, it is not an investment company even if it does have more than 40% (or 50%) of its assets in investment securities.

          Acknowledging that "primarily" was an undefined and necessarily imprecise term, the National Presto court went on to consider the Commission's five part Tonopah test as a means for evaluating the meaning of the term.  Most significantly, the Court of Appeals rejected the Commission's longstanding emphasis on the "nature of assets" factor, noting that even the Commission's original decision in Tonopah had concluded that the most important factor is number 2: the way the company represents itself to the investing public today, i.e., "Will its portfolio and activities lead investors to treat it as an investment vehicle or as an operating enterprise?"

          Perhaps the most important lesson of National Presto, however, is its confirmation of a "statutory" exclusion from the definition of "investment company" found in Section 3(b)(1).  As we understand it, this concept is roughly comparable to the statutory exemption from registration under the 1933 Act for transactions "not involving a public offering"  In other words, issuers that hold themselves out to the world as operating companies and not as vehicles for investments in other companies are not required to, as the Court of Appeals phrased it in National Presto, "kowtow to an agency" by bearing the cost of applying for an unnecessary exemption that everyone knows should be readily granted.  Bona fide operating companies can now rely on the plain meaning of the statute, as it has been interpreted by the Seventh Circuit, rather than being forced to plead with the Commission to exercise its discretion to grant an exemption.

          In light of National Presto, we believe Solitario satisfies the Tonopah test, with its reinstated emphasis on how the issuer holds itself out to, and is perceived by, the investing public.

3

<PAGE>

          For example, Tonopah factor number 1, Solitario's history, clearly supports its exclusion from the definition.  Since our inception as an operating subsidiary of Crown Resources Corporation, we have been engaged in the business of acquiring and exploring mineral properties.  We have never engaged directly or through a wholly-owned subsidiary or subsidiaries in the business of investing, reinvesting, owning, holding or trading in securities.  As explained above, due to the Crown-Kinross merger, Solitario received a large amount of Kinross stock, but our periodic filings clearly indicate that we never sought to make our ownership in Kinross stock a component of our business.  In fact, as disclosed in those filings, we have always maintained operational control over all of our wholly owned projects and varying degrees of operational control over our joint ventures.  As an exploration company, we have been investing heavily in developing projects or joint ventures that we hope will generate substantial returns in the long run.  Those exploration expenses are trending upward - in 2002 our exploration expenses were $957,000, while our 2009 exploration expenditure budget is approximately $4,404,000.

          Our satisfaction of the most important factor, number 2 (the way the company represents itself to, and is perceived by, the investing public), is readily established by reviewing Solitario's website, annual report, and periodic filings as well as third party analyses of Solitario and the value of our stock.  Throughout our history, we have represented Solitario to the investing public as nothing but a company engaged in mining exploration.  The price of our stock has historically been aligned with our operating results and, more importantly, investors' opinions of the long term value of our prospects, not with the value of the Kinross stock or that company's results and prospects.

          Solitario also clearly meets the requirement of factor number 3 (the activities of its officers and directors) since virtually all of the activities of our officers and directors are focused on furthering the goal of Solitario as a mining enterprise.  Our three executive officers are highly experienced mining industry executives, not investment managers, as disclosed by their employment histories in our most recent proxy statement on Schedule 14A.  We estimate that at least 98% of the time of these mining experts is spent running our mining exploration activities and related operations.  Similarly, every one of our five directors is an experienced mining industry expert - our board is comprised of a (1) mining industry consultant, (2) a chairman of a gold exploration company, (3) a retired mining engineer, (4) a retired mining operations manager and (5) our CEO and President, who has spent his entire career as a geologist. As Solitario's CFO, I do spend some time managing the liquidation process for the Kinro

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

DIVISION OF
CORPORATION FINANCE
        July 31, 2009

Mr. James R. Maronick, Chief Financial Officer
Solitario Exploration & Royalty Corp.  42510Kipling St., Suite 390 Wheat Ridge, CO  80033
 Re: Solitario Exploration & Royalty Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009
  Form 10-Q for the Fiscal Quarter Ended March 31, 2009
Filed May 8, 2009
  File No. 1-32978

  Dear Mr. Maronick:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.
July 31, 2009 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008
 General

 1. We note that approximately 80% of your total assets as of December 31, 2008 consists of your investment in the equity securities of Kinross.  Please clarify how you evaluated whether you are an investment company as defined in Section 3(a)(1) of the Investment Company Act of 1940.  Provide us with any analysis and calculations necessary to support your position.

Business, page 3

2. Please provide the disclosure required by Item 101(c)(xii) of Regulation S-K regarding the material effects that compliance with environmental laws and regulations may have upon your business.  In this regard, we note your risk factor disclosure at page 9 regarding the expenditures you have made to comply with such laws and regulations.
 Risk Factors, page 5

3. Please revise your disclosure in the opening paragraph to indicate that you have described all material risks to the company.
 Working Capital, page 35

 4. Please disclose whether you have sufficient liquidity and capital resources to fund your working capital needs and operating activities for the next twelve months.
 Definitive Proxy Statement on Schedule 14A filed April 28, 2009

 5. Please confirm in writing that you will comply with the following comments in all future filings.  Provide us also with an example of the disclosure you intend to use in each case.  After our review of your responses, we may raise additional comments.
 6. Please provide page numbers in your proxy statement.
 Summary Compensation Table

7. We note that you awarded bonuses in 2008 and 2007, respectively, for performance in 2007 and 2006.  We further note that such bonuses are reflected in your summary compensation table for the years 2008 and 2007.  The bonuses should be disclosed in the table for the year they are earned.  See Item 402(c)(2)(iv) of Regulation S-K.  Please revise.

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.
July 31, 2009 Page 3

 Principal Payments Upon Termination or Change in Control

 8. We note that you have provided quantitative disclosure regarding certain cash payments due to each named executive officer in connection with a change of control as of April 27, 2009.  Please provide revised quantitative disclosure, applying the assumptions that the triggering event took place on the last business day of your last completed fiscal year, and the price per share of your securities is the closing market price as of that date.  Such disclosure should include all payments and benefits due in connection with a change in control, including any tax gross-up or accelerated vesting of unvested option awards.  In the event that uncertainties exist as to the provision of payments and benefits or the amounts involved, make a reasonable estimate (or a reasonable estimated range of amounts) applicable to the payment or benefit and disclose material assumptions underlying such estimates or estimated ranges in your disclosure.  See Instruction 1 to Item 402(j) of Regulation S-K.
 Exploration Activities and Contractual Obligations, page 36

 9. In a separately captioned section, discuss your off-balance sheet arrangements, as required by Regulation S-K Item 303(a)(4).  If you have no such arrangements, as defined by this item, provide disclosure of this fact.
 10. Provide a table of your contractual ob ligations, as required by Regulation S-K
Item 303(a)(5).
 Consolidated Statements of Stockholder’s Equity, page 49

 11. We note from your disclosure on page 52 and elsewhere in your filing that your share of your investment in Pedra Branca Mineracado, Ltda. Was reduced by 15% in fiscal year 2008 to 70%.  It appears that you recorded a $1.7 million gain related to this transaction in your statement of stockholder’s equity.  If this is correct, please clarify the consideration that you received in connection with the sale and how you calculated the gain related to this transaction.
 12. We note that you recorded $671 thousand and $404 thousand of minority interest directly to the statement of stockholder’s equity in fiscal years 2008 and 2007, respectively.  Please clarify the transactions that resulted in you recording minority interest directly to the statement of stockholder’s equity and how you determined that your accounting for these transactions is appropriate.

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.
July 31, 2009 Page 4

Engineering Comments
 General

 13. Please correct your commission file number on the cover of your periodic and current filings to read 001-32978, which was assigned in conjunction with your filing of the Form 8-A registration statement on August 9, 2006.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

Mr. James R. Maronick
Solitario Exploration & Royalty Corp.  July 31, 2009 Page 5

You may contact Gary Newberry at (202) 551-3761, Chris White, Branch Chief,
at (202) 551-3461 if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact Sean Donahue at  (202) 551-3579, Laura Nicholson at (202) 551-3584 or me at (202) 551-3740 with any
other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 5, 2006

Mr. James R. Maronick
Chief Financial Officer
Solitario Resources Corporation
4251 Kipling St, Suite 390
Wheat Ridge, CO  80033

 Re: Solitario Resources Corporation
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 28, 2006
  File No. 0-50602

Dear Mr. Maronick:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       A p r i l  S i f f o r d
       B r a n c h  C h i e f

CORRESP
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RES1023

November 17, 2006

Via EDGAR

Securities and Exchange Commission

ATTN:  April Sifford and Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-7010

Re:    Comment letter dated October 18, 2006

          Solitario Resources Corporation ("Solitario or the "Company")

          Form 10-K for the Year Ended December 31, 2005

          Filed on March 28, 2006

          SEC File No. 0-50602

Dear Ms. Sifford and Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

          Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and Exchange Commission (the "SEC"); and

          Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with respect to our filings; and

          Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States

SEC COMMENT:

Form 10-K For the Fiscal Year ended December 31, 2005

Consolidated Statements of Operations

1.          We have considered your response to our prior comment number one in our letter dated August 23, 2006.  We do not agree with your conclusion for the reasons discussed in our prior letters and for the following reasons.

Refer to Industry Guide 7(a)(4)(i) and related instructions, which make it clear that Statement of Financial Accounting Standards (SFAS) 7 applies to an exploration stage company.  We further note that the majority of your expenses are classified as exploration expenses, and that the disclosures in your website, www.solitarioresources.com, and your Form 10-K emphasize that you are engaged in exploring resource properties.  As such it would appear to be your "ongoing major central operations," as contemplated by Concept Statement 5, paragraph 83(b).

We agree that the sale of the Yanacocha property would not be considered discontinued operation under SFAS 144.  However, SFAS 121, which you have cited to support your position, does not require such sale to be reported as revenue, but only as a component of

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income from continuing operations.  We continue to believe that such sale would be classified as a gain or loss, and not as revenue as defined in Regulation S-X 5-03(b), given your ongoing major central operations.

We further note that Appendix B of SFAS 121 states that it applies to the provisions of SFAS 7 with regard to general impairment.  As such disposal reported under the provisions of SFAS 121 does not in itself that the provisions of SFAS 7 no longer apply.

We therefore reissue our prior comment four in our letter of July 14, 2006.

RESPONSE:

          As a result of our conference call on November 9, 2006 with the Staff, we propose the following additional disclosures to clarify the nature of our business, which currently excludes the potential development of mining properties on our own, and the timing of certain receipts for readers of our financial statements.  We believe these disclosures, which we propose to make on our website and in all future filings, will provide the reader with a better understanding of our business and differentiate us from a development stage enterprise as contemplated by SFAS 7.  As was discussed in the conference call with the Staff, once we are in agreement on the appropriate language for the proposed disclosures below, the additional disclosures contemplated by SFAS 7, paragraph 11, would not be required.

Proposed disclosures:

Website at www.solitarioresources.com

Homepage opening paragraph

          Solitario Resources Corporation is an exploration stage company that engages in the acquisition and exploration of mineral properties principally for sale or joint venture prior to the establishment of proven and probable reserves.  Although Solitario's mineral properties may be developed in the future through a joint venture, Solitario has never developed a mineral property and does not anticipate developing any of its currently owned mineral properties on its own.

Form 10-Q

(Note these proposed disclosures are modified from our third quarter Form 10-Q, with the proposed prospective changes shown here.  All future filings, including our Annual Report on Form 10-K would include similar disclosures.)

Notes to financial statements

1.     Business and Significant Accounting Policies

Business

          Solitario Resources Corporation ("Solitario") is an exploration stage company that engages in the acquisition and exploration of mineral properties principally for sale or joint venture prior to the establishment of proven and probable reserves.  Although Solitario's mineral properties may be developed in the future through a joint venture, Solitario has never developed a mineral property and does not anticipate developing any of its currently owned mineral properties on its own.  At September 30, 2006, Solitario's mineral properties are located in Mexico, Brazil, Bolivia and Peru.  Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown Resource Corp. of Colorado, a wholly-owned subsidiary of Crown Resources Corporation (individually and collectively, "Crown").  Solitario has been active in the exploration of mineral properties since 1993, when it became a public company in Canada through a listing on the Toronto Stock Exchange.  In February 2004, Solitario became a public

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company in the United States as part of a registration with the United States Securities and Exchange Commission.  On July 26, 2004, Crown distributed its holdings of Solitario to its shareholders in a spin-off.  See recent developments below.

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

(a). Business Overview and Summary

          We are an exploration stage company with a focus on the acquisition of precious and base metal properties with exploration potential.  We acquire and hold a portfolio of exploration properties for future sale or joint venture prior to the establishment of proven and probable reserves.  Although our mineral properties may be developed in the future through a joint venture, we have never developed a mineral property and we do not anticipate developing any currently owned mineral properties on our own in the future.   We were incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown.  We have been actively involved in this business since 1993 and have in the past recorded revenues from joint venture payments and the sale of these properties on an infrequent basis, with the last significant revenues recorded in 2000 upon the sale of our Yanacocha property for $6,000,000.  We expect future revenues from joint venture payments or the sale of properties, if any, would also occur on an infrequent basis.  At September 30, 2006 we had ten exploration properties in Peru, Bolivia, Mexico and Brazil.  We are conducting exploration activities in all of those countries.  On July 26, 2004, Crown completed a spin-off of its holdings of our shares to its shareholders, whereby each Crown shareholder received 0.2169 shares of our common stock for each Crown share they owned.  Crown was acquired by Kinross upon the completion of the Crown - Kinross merger and Kinross currently owns less than one percent of our outstanding common stock.

          Our principal expertise is in identifying mineral properties with promising mineral potential, acquiring these mineral properties and exploring them to enable us to sell or joint venture these properties prior to the establishment of proven and probable reserves.  Currently we have no mineral properties in development and we do not anticipate developing any currently owned properties on our own in the future.  We currently own ten mineral properties under exploration and we own our Yanacocha royalty interest.  Our goal is to discover economic deposits on our mineral properties and advance these deposits, either on our own or through joint ventures, up to the development stage (development activities include, among other things, the completion of a feasibility study, the identification of proven and probable reserves, as well as permitting and preparing a deposit for mining).  At that point we would attempt to either sell our mineral properties or pursue their development through a joint venture with a partner that has expertise in mining operations.

          In analyzing our activities, the most significant aspect relates to results of our exploration activities and those of our joint venture partners on a property-by-property basis.  When our exploration activities, including drilling, sampling and geologic testing indicate a project may not be economic or contain sufficient geologic or economic potential we may impair or completely write-off the property.  Another significant factor in the success or failure of our activities is the price of commodities.  For example, when the price of gold is up, the value of gold-bearing mineral properties increases, however, it also becomes more difficult and expensive to locate and acquire new gold-bearing mineral properties with potential to have economic deposits.

          The potential sale, joint venture or development through a joint venture of our mineral properties will occur, if at all, on an infrequent basis.  Accordingly, while we conduct exploration activities, we need to maintain and replenish our capital resources.  We have met our need for capital in the past through (i) sale of properties, which last occurred in 2000 with the sale of our Yanacocha property for $6,000,000; (ii) joint venture payments, which last occurred during the years from 1996 through 2000; (iii) investment in Kinross (previously Crown); (iv) issuance of

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common stock, including exercise of options, and through private placements; (v) and more recently as part of a strategic alliance with major mining companies.  We have reduced our exposure to the costs of our exploration activities through the use of joint ventures.  We anticipate these practices will continue for the foreseeable future although we expect that our primary funds will come from the sale of our investment in Kinross.

(d.) Liquidity and Capital Resources

          Due to the nature of the mining business, the acquisition, and exploration of mineral properties requires significant expenditures prior to the commencement of development and production.  In the past, we have financed our activities through the sale of our properties, joint venture arrangements, the sale our securities and most recently from the sale of our marketable equity security investment in Kinross. The receipts from joint venture payments last occurred during the years from 1996 through 2000 and the sale of properties last occurred in 2000 upon the sale of our Yanacocha property for $6,000,000.  We expect future revenues from joint venture payments and from the sale of properties, if any, would also occur on an infrequent basis.  To the extent necessary, we expect to continue to use similar financing techniques; however, there is no assurance that such financing will be available to us on acceptable terms, if at all.

SUMMARY AND CONCLUSION:

          As a result of the proposed disclosure to be currently included in our website, and the prospective disclosures discussed above, Solitario does not believe amending the currently filed 2005 Form 10-K, would provide significant additional benefit to readers of our periodic reports.  Accordingly we believe it is not necessary to file an amended 2005 Form 10-K.

If you have any questions regarding this response letter, please contact either Christopher E. Herald or me at Solitario at (303) 534-1030.

Sincerely,

/s/ James R. Maronick

CFO

Solitario Resources Corporation

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CORR1101

November 1, 2006

Mr. Gary Newberry

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Filed on EDGAR

RE:     Comment letter dated October 19, 2006 (the "Comment Letter")

Mr. Newberry:

We are in the process of reviewing the Staff's Comment Letter.  Senior management is working with Solitario's counsel, and independent registered public accountants and management expects to receive comments regarding the Comment Letter by the end of this week.  We anticipate that, after review of this information, it would be beneficial to orally discuss our position with the Staff in a conference call, next week, after which we will prepare our written response to your letter dated October 19, 2006.  Accordingly, we are requesting an additional 10 business days from the date of this letter to respond to the Comment Letter.

Sincerely,

/s/ James R. Maronick

CFO

cc: Cliff Pearl, Solomon Pearl

     Kreg Brown, Ehrhardt Keefe Steiner and Hottman PC

     Trent Clifton, Deloitte and Touche

     John Hainey, Solitario Resources Corporation

1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
October 18, 2006

Mr. James R. Maronick
Chief Financial Officer
Solitario Resources Corporation
4251 Kipling St, Suite 390
Wheat Ridge, CO  80033

 Re: Solitario Resources Corporation
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 28, 2006
Response Letter Dated September 25, 2006
  File No. 0-50602

Dear Mr. Maronick:

  We have reviewed your response letter and have the following comment.  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 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.

Form 10-K for the Fiscal Year Ended December 31, 2005

Consolidated Statements of Operations

1. We have considered your response to our prior comment number one in our letter of August 23, 2006.  We do not agree with your conclusions for the reasons discussed in our prior letters, and for the following reasons.

Refer to Industry Guide 7(a)(4)(i) and related instructions, which make it clear that Statement of Financial Accounting Standards (SFAS) 7 applies to an exploration stage company.  We further note that the majority of your expenses are classified as exploration expenses, and that the disclosures in your website, www.solitarioresoures.com, and your Form 10-K emphasize that you are engaged

Mr.  James R. Maronick
Solitario Resources Corporation
October 18, 2006 page 2

in exploring resource properties.  As su ch, this would appear to be your “ongoing
major central operations”, as contemplated by Concept Statement 5, paragraph 83(b).

We agree that the sale of the Yanacocha property would not be considered a discontinued operation under SFAS 144.  However, SFAS 121, which you have cited to support your position, does not require such sale to be reported as revenue, but only as a component of income from continuing operations.  We continue to believe that such sale would be classified as a gain or loss, and not revenue as defined in Regulation S-X 5-03(b), given your ongoing major central
operations.

We further note that Appendix B of SFAS 121 states that it applies to the provisions of SFAS 7 with regard to general impairment.  As such, a disposal reported under the provisions of SFAS 121 does not in itself mean that the provisions of SFAS 7 no longer apply.

We therefore reissue our prior comment four in our letter of July 14, 2006.

Closing Comments

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

You may contact Gary Newberry at (202) 551-3761 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
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RESP823

September 25, 2006

Via EDGAR

Securities and Exchange Commission

ATTN:  April Sifford and Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-7010

Re:                     Comment letter dated August 23, 2006

                           Solitario Resources Corporation ("Solitario or the "Company")

                           Form 10-K for the Year Ended December 31, 2005

                           Filed on March 28, 2006

                           SEC File No. 0-50602

Dear Ms. Sifford and Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

          Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and Exchange Commission (the "SEC"); and

          Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with respect to our filings; and

          Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States

Form 10-K For the Fiscal Year ended December 31, 2005

Consolidated Statements of Operations

1.          We have considered your response to our prior comment number four in our letter of July 14, 2006	.  We do not agree with your conclusions.  We note that Statement of Financial Accounting Standards (SFAS) 7, paragraph 9, indicates that exploring for and developing natural resources, or acquiring mineral rights, is typically a development stage enterprise.  Further, the sale of a property would not be considered revenue, as defined in Regulation S-X 5-03(b), but appears to be more appropriately classified as a gain on discontinued operation under the provisions of SFAS 144.

The staff does not believe the phrase "new business" as used in the context of your response is a controlling factor in applying the requirements of SFAS 7.  Your disclosures in Note 1 indicate you had no activity prior to 1993, the year you became a public company, and this would be the relevant date for determining whether you are establishing a new business.  In addition, SFAS 7, paragraph 4, indicates that it applies to any separate financial statements of a development stage subsidiary of an established enterprise.

As such your operations appear to meet the criteria of SFAS 7 paragraph 8(b).  We reissue our prior comment four in our letter dated July 14, 2006.

RESPONSE:

We believe our presentation as an established business is correct.  As a minerals exploration company our fundamental and historically sole business is the acquisition of mineral properties for sale or joint venture.  This has been consistently disclosed in our financial statements.  It is essential to an understanding of our financial statements that our business is selling and joint venturing properties.  Although there is the possibility, in the future, that we may develop and mine a property we hold, that is not our primary focus and we have never done that in our history.  We do not now and we have never had mining engineers or metallurgists or mine operating staff.  Our only technical employees during our 13-year operating history (and currently) have been geologists.

"The sale of property would not be considered revenue, as defined in Regulation S-X 5-03(b), but appears more appropriately classified as a gain on discontinued operations under the provisions of SFAS 144"

We respectfully disagree for the following reasons:

As discussed in more detail below we sold our Yanacocha property in April of 2000 for $6,000,000 and reported the net proceeds from this sale as revenue.  In addition we have reported significant revenues, both on an annual and quarterly basis, from joint venture proceeds in excess of our capitalized costs.

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We believe reporting the proceeds from the Yanacocha sale as a gain on discontinued operations would be inconsistent with the facts and circumstances of that sale, the history of the project and our business.  For example, we have never acquired a property with our primary intention to develop and mine the property.  We have never conducted development or mining operations at Yanacocha or any other property.

It is important to note that the Yanacocha property never had any separate operations, or revenue generation from production.  Changing the disclosure to reflect this one transaction as though it was discontinued operations (such as mining or development) would be inconsistent with our activities on the Yanacocha property, or any other property in our 13-year history.   Our exploration activities on our Yanacocha property were only intended to prepare it for sale or joint venture.  This is consistent with our treatment on all of our acquisitions of 36 separate mineral interest properties in our 13-year history, 12 of which we still own, including our Bongará project in Peru, which was acquired in 1993 as one of our first properties.

We believe the provisions of SFAS 144 do not apply to the Yanacocha sale because the transaction took place in April of 2000 and SFAS 144 was not effective for Solitario until January 1, 2002.  However, we have reviewed SFAS 144 for supplemental guidance, with respect to discontinued operations and believe the sale of Yanacocha would not qualify as discontinued operations.  The reason we believe such is that our operations to perform exploration activities to enhance our properties for sale or joint venture did not change prior to, during and subsequent to the sale of Yanacocha.  We believe the sale of our Yanacocha property was in the ordinary course of our business.

As part of our review of Generally Accepted Accounting Principles, we reviewed the following accounting guidance, which was in effect at the time of the Yanacocha sale in April 2000:

1.          SFAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"; and

2.          APB 30 "Reporting the Results of Operations - Reporting the effects of a Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"

Based upon that review, we respectfully submit that the sale of our Yanacocha property was not a disposal of a discontinued operation but in the ordinary course of our business, as we performed the same operations and procedures before, during and after the sale of Yanacocha, namely:

a). Acquiring properties for sale or joint venture, and

b). performing exploration activities on those properties to enhance the salability or joint venture potential of the properties.

We believe that this conclusion is supported by the following facts: That no employees were terminated or reassigned as a result of the sale of the Yanacocha property; no employees were conducting any significant exploration activities on Yanacocha prior to the sale; the only visits we had to the property during the two-year period prior to the sale were for limited geologic studies to enhance the property for sale or joint venture activities.  Typically the sale of mineral properties is infrequent, however it is not an unusual item and it is something that Solitario is in the business of doing.  Therefore, in accordance with paragraph 26 of APB 30, we properly disclosed the sale of our Yanacocha property as a separate component of income from continuing operations, as this was an infrequent transaction.

The recognition of revenue is a basic requirement of financial statement presentation.  We have reviewed Rule 5-03 (b) 1 (a)-(e) of Regulation S-X which states:

 "Net Sales and Gross Revenues.  State separately: (a) net sales of tangible products (gross sales less discounts and allowances): (b) operating revenues of public utilities or others; (c) income from rentals; (d) revenues from services; and (e) other revenues."

We believe that the recognition of revenues on the sale of our Yanacocha property is in accordance with Rule 5-03 (b) 1 (a)-(e).  The sale of our mineral property is the sale of a tangible asset, which we were holding for sale or joint venture.  This position is further supported by Accounting Research Bulletin 43, chapter 1A, paragraph 1 and APB 10, "Omnibus Opinion 1966," paragraph 12 which states:

"Profit is deemed to be realized when a sale in the ordinary course of business is effected, unless the circumstances are such that the collection of the sale price is not reasonably assured.  The Board reaffirms this statement; it believes that revenues should ordinarily be accounted for at the time the transaction is completed, with appropriate provision for uncollectible accounts."

We respectfully submit that our recognition of revenues on the sale of the Yanacocha property was also consistent with the opening paragraphs of the SEC Staff Accounting Bulletin No. 101 which states:

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1.          Revenue recognition - general

The accounting literature on revenue recognition includes both broad conceptual discussions as well a certain industry-specific guidance.  If a transaction is within the scope of specific authoritative literature that provides revenue recognition guidance, that literature should be applied.  However in the absence of authoritative literature addressing a specific arrangement or a specific industry, the staff will consider the existing authoritative accounting standards as well as the broad revenue recognition criteria specified in the FASB's conceptual framework that contain basic guidelines for revenue recognition.

Based on these guidelines, revenue should not be recognized until it is realized or realizable and earned.  Concepts Statement 5, paragraph 83(b) states that "an entity's revenue-earning activities involve delivering or producing goods, rendering services, or other activities that constitute its ongoing major central operations, and revenues are considered to have been earned when the entity has substantially accomplished what it must due to be entitled to the benefits represented by the revenues."  Paragraph 84(a) continues "the two conditions (being realized or realizable and being earned) are usually met by the time the product or merchandise is delivered or services are rendered to customers, and revenues from manufacturing and selling activities and gains and losses from the sale of other assets are commonly recognized at the time of sale (usually meaning delivery)."   Paragraph 84(d) states that "If services are rendered or rights to use assets extend continuously over time (for example, interest or rent), reliable measures based on contractual prices established in advance are commonly available, and revenues may be recognized as time passes.

The staff believes that revenue is generally realized or realizable and earned when all of the following criteria are met:

          Persuasive evidence of an arrangement exists

          Delivery has occurred or services have been rendered

          The seller's price to the buyer is fixed or determinable, and

          Collectibility is reasonably assured.

All of the above criteria were met with regard to the sale of our Yanacocha property and accordingly we believe the sale was in the ordinary course of our business and we properly recorded the revenues from the sale.

In addition to the above, we reviewed the accounting literature and submit that our business is not dissimilar to that of a real-estate developer who acquires vacant land with the intention of selling it.  The authoritative literature on this type of transaction is SFAS 66 "Accounting for Sales of Real Estate."  Appendices of SFAS 66 provide several examples where the cash proceeds from a completed sale of land are required to be reported as revenues.  Land sales in the context of real estate (as is our mineral property) are revenue.  We believe when we sell mineral property, it is revenue.  We believe that reporting the sale of our mineral property as a gain (or loss) on discontinued operations does not reflect our business and we can find no direct support for such treatment from our review of the relevant accounting literature.

Other "significant revenues" as defined in SFAS 7, paragraph 8(b)

On December 23, 1996, we signed a joint venture agreement with Cominco, Ltd of Vancouver, BC, Canada on our Bongará property, which we still own today.  As part of that agreement, Cominco paid Solitario $250,000 cash on signing.  In addition, Cominco paid us $354,000 in January 1998 as part of that joint venture, $118,000 in January 1999, and $118,000 in January 2000.  These payments were directly to Solitario and were in addition to approximately $17,000,000 in direct exploration expenditures by Cominco on the property.  The total cash payments directly to Solitario as part of this joint venture were $840,000.  Solitario recorded $200,000 in revenues from these cash payments, pursuant to our policy on mineral property and joint ventures as disclosed in Note 2 to our financial statements in 2000, which states:

 "The Company records the proceeds from the sale of property interests to joint ventures as a reduction of the related property's capitalized cost.  Proceeds which exceed the capitalized cost of the property are recognized as revenue.  When such proceeds are associated with properties subject to a joint venture, they are recorded as revenue in accordance with the terms of the joint venture and the transfer of the property interest to the joint venture partner during the term of the joint venture."

As discussed below, we believe the $840,000 in payments and the related revenues of $200,000, which were recorded in 1999 and 2000 meet the definition of "significant revenues" as used in the context of paragraph 8(b).  Our Bongará project was being held for sale or joint venture.  We never relinquished

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control of the property as Cominco dropped out of the project, before earning any interest.  Accordingly, we believe it would be inappropriate to change our accounting policy, which has been in effect since 2000, to record the receipts from the Cominco joint venture as anything other than revenue.

In addition, we entered into two different joint venture agreements at our Yanacocha property prior to its ultimate sale discussed above; one in 1995 with Barrick Gold Corporation of Toronto, Canada and one in 1997 with RTZ-CRA of London, England.  Although both of these joint ventures were eventually terminated as our joint venture partners dropped out prior to earning any interest in the property, we received joint venture payments of $100,000 from those joint ventures, which were used to offset capitalized costs in accordance with our stated policy at that time, which included capitalizing exploration costs.  These payments were in addition to approximately $1,250,000 of direct exploration expenditures on the Yanacocha property during the term of these joint ventures by our joint venture partners.

We also believe it is important to note that all exploration costs must be expensed according to accounting principles generally accepted in the United States of America and our current policy, which we adopted in 2000 as a change in accounting principle.  Therefore in applying the inception-to-date disclosures of paragraph 11 of SFAS 7, approximately $850,000 of the above joint venture payments of $940,000 on our Bongará project and our Yanacocha property would be recorded as revenues on proceeds in excess of capitalized (initial acquisition) costs, which totaled approximately $90,000 on the two properties.  Accordingly, we believe identifying Solitario as a development stage enterprise would

CORRESP
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CORR0919

September 19, 2006

Mr. Gary Newberry

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Filed on EDGAR

RE:     Comment letter dated August 23, 2006 (the "Comment Letter")

Mr. Newberry:

We are in the process of incorporating comments to our response to the Staff's Comment Letter from counsel, independent registered public accountants and our audit committee.  Accordingly, we are requesting an additional 10 business days from the date of this letter to respond to the Comment Letter.

Sincerely,

/s/ James R. Maronick

CFO

cc: Cliff Pearl, Solomon Pearl

      Kreg Brown, Ehrhardt Keefe Steiner and Hottman PC

      Trent Clifton, Deloitte and Touche

      John Hainey, Solitario Resources Corporation

CORRESP
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CORR0905

September 5, 2006

Mr. Gary Newberry

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Filed on EDGAR

RE:     Comment letter dated August 23, 2006 (the "Comment Letter")

Mr. Newberry:

We are in the process of completing our response to the Comment Letter.  Upon completion of our response, it will be reviewed by our counsel, independent registered public accountants and our audit committee.  Upon completion of those reviews, we will file our response.  Accordingly, we are requesting an additional 10 business days from the date of this letter to respond to the Comment Letter.

Sincerely,

/s/ James R. Maronick

CFO

cc: Cliff Pearl, Solomon Pearl

     Kreg Brown, Ehrhardt Keefe Steiner and Hottman PC

     Trent Clifton, Deloitte and Touche

     John Hainey, Solitario Resources Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        August 23, 2006

Mr. James R. Maronick
Chief Financial Officer
Solitario Resources Corporation
4251 Kipling St, Suite 390
Wheat Ridge, CO  80033

 Re: Solitario Resources Corporation
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 28, 2006
Response Letter Dated August 14, 2006
  File No. 0-50602

Dear Mr. Maronick:

 We have reviewed your response letter and have the following comments.  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 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.

Form 10-K for the Fiscal Year Ended December 31, 2005

Consolidated Statements of Operations

1. We have considered your response to our prior comment number four in our letter of July 14, 2006.  We do not agree with your conclusions.  We note that Statement of Financial Accounting Standards (SFAS) 7, paragraph 9, indicates that exploring for and developing natural resources, or acquiring mineral rights, is typically a development stage enterprise.  Further, the sale of a property would not be considered revenue, as defined in  Regulation S-X 5-03(b), but appears to
be more appropriately classified as a gain or loss on discontinued operation under the provisions of SFAS 144.

Mr.  James R. Maronick
Solitario Resources Corporation
August 23, 2006 page 2
The staff does not believe the phrase “new business” as used in the context of your response is a controlling factor in applying the requirements of SFAS 7.  Your disclosures in Note 1 indicate you had no activity prior to 1993, the year you became a public company, and this would be the relevant date for determining whether you are establishing a new business.  In addition, SFAS 7 paragraph 4, indicates that it applies to any separate financial statements of a development stage subsidiary of an established operating enterprise.

As such, your operations appear to meet the criteria of SFAS 7 paragraph 8(b). We reissue our prior comment four in our letter of July 14, 2006.

Closing Comments

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

You may contact Gary Newberry at (202) 551-3761 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
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RESPLTR

August 10, 2006

Via EDGAR

Securities and Exchange Commission

ATTN:  Gary Newberry

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-7010

Re:          Comment letter dated July 14, 2006

                Solitario Resources Corporation ("Solitario or the "Company")

                Form 10-K for the Year Ended December 31, 2005

                Filed on March 28, 2006

                SEC File No. 0-50602

Dear Mr. Newberry:

          Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff").  The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.

Furthermore, Solitario acknowledges the following:

     Solitario is responsible for the adequacy and accuracy of the disclosure in our filings with the Securities and Exchange Commission (the "SEC"); and

     Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with respect to our filings; and

     Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States

Form 10-K For the Fiscal Year ended December 31, 2005

General

1.     We noted your EDGAR filing does not include page numbers.  Please paginate all future filings.

RESPONSE:

          We have revised our EDGAR software to include page numbers in all future filings.

Selected Quarterly Information

2.     Provide two years of quarterly data as required by Regulation S-K Item 302.  Include descriptions of any unusual or infrequently occurring items recognized within each quarter.

RESPONSE:

          The information is included in the filing under Note 9 to the Consolidated Financial Statements.

Liquidity and Capital Resources

3.     We note that the amount of vested stock options outstanding at December 31, 2005, and that, based upon the closing stock price on the balance sheet date, a material amount of these are considered "in the money."   Provide a discussion of your stock-based compensation programs and the potential impact of the exercise of these options and other forms of stock-based compensation on your liquidity as required under Item 303(a)(2)(ii) of Regulation S-K.

RESPONSE:

          In our future filings we will significantly expand our discussion of Stock-Based Compensation Plans under Liquidity and Capital Resources to include a discussion of the number of options (and any other stock-based compensation plans we may have in the future), the number of options exercised and any cash proceeds therefrom, the options outstanding, their weighted average exercise price(s), the number of vested options, and the intrinsic value of those options.  In addition we will provide the Company's estimate of future potential liquidity from the exercise of vested options over the next twelve months.

          The following disclosure has been included in our second quarter Form 10-Q and similar disclosures will be included in all future filings under Liquidity and Capital Resources.  The Liquidity and Capital Resources section has been reformatted with subtitles for (i) Marketable Equity Securities, (ii) Stock Based Compensation, (iii) Working Capital, (iv) Deferred Tax Liabilities and (v) Cash Balances to assist readers in evaluating our disclosures:

Stock Based Compensation Plans

           During the first six months of 2006, holders exercised options from our 1994 Plan for 1,095,000 shares and paid us $874,000.  The exercise price of options for 980,000 of these shares

1

<PAGE>

was Cdn$0.94 per share, the exercise price of options for 50,000 of these shares was Cdn$0.65 per share and the exercise price of options for 65,000 of shares options was Cdn$0.73 per share.  During the first six months of 2005 holders exercised options for 5,000 shares for proceeds of $3,000.

The following table summarizes our outstanding stock options from our 1994 Plan and our 2006 Plan as of June 30, 2006:

  Options Outstanding

Options Exercisable

Number

Weighted Average

Remaining Contractual

Life (in years)

Weighted Average Exercise

Price

Cdn$

Number Exercisable

Weighted Average Exercise

Price

Cdn$

Intrinsic value of exercisable options (1)

1994 Plan:

1,010,000

0.6

$0.73

   1,010,000

$0.73

$1,912,000

  135,000

2.2

$0.81

114,375

$0.81

  208,000

1,145,000

0.8

1,124,375

$2,120,000

2006 Plan:

1,655,000

5.0

$2.77

413,750

$2.77

$30,000

(1)The intrinsic value of options exercisable at June 30, 2006 based upon the quoted market price of Cdn$2.85 per share for our common stock on the Toronto Stock Exchange and an exchange ratio of 0.89309 Canadian dollar per United States dollar.

          As a result of the options from the 1994 Plan being significantly "in the money" as of June 30, 2006, we anticipate that 1,010,000 unexercised options currently outstanding from our 1994 Plan will be exercised prior to their expiration date of March 7, 2007 for estimated proceeds of approximately $658,000, based upon the above exchange ratio, assuming there is no significant decline in the quoted market price for a share of our common stock on the Toronto Stock Exchange.  We would not expect that a significant number of our remaining vested options, from either the 1994 Plan or the 2006 Plan, will be exercised in the next year.

          We note that although our disclosures in MD&A in the 10-K did not include a discussion of the potential impacts of stock-compensation programs, the disclosures of the number of shares that were vested and their exercise price, as well as the market price or our common stock was available to a reader of the financial statements.  In addition, the impact from the exercise of these options has been disclosed in subsequent filings (in our first quarter Form 10-Q).   We also believed that as of the date of the filing of the Form10-K, the relative impact to liquidity from the exercise of options was certainly less than the disclosed impact of our $19.1MM from our investment in marketable equity securities.  Accordingly, we believe that given the subsequent information regarding stock-based compensation in our subsequent filings, amending our existing 2005 Annual Report on Form 10-K for the impacts of stock-based compensation would not provide significant benefits to readers of the financial statements contained therein.

Consolidated Statement of Operations

4.      Please revise the presentation of your financial statements and footnotes to clearly identify your operations as being in the exploration stage and to provide appropriate disclosure and presentation in accordance with Statement of Financial Accounting Standards (SFAS) 7.  Please refer to SFAS 7, paragraph 11 for further guidance.  Also note that the report of your independent public accountant will need to be revised to address these additional disclosures.

RESPONSE:

SFAS No. 7

          We have reviewed the guidance provided by SFAS No. 7 and we do not believe we meet the criteria for a Development Stage Enterprise and we accordingly, do not believe that we are required to provide the disclosures required by paragraph 11 of SFAS No. 7.

The determining guidance is provided in paragraph 8 of SFAS No. 7:

8.     For purposes of this Statement, an enterprise shall be considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:

a.     Planned principal operations have not commenced.

b.     Planned principal operations have commenced, but there has been no significant revenue therefrom.

2

<PAGE>

          We are not a new business.  We are not spending a significant amount of time or resources establishing a new business.   We were formed in 1984, over 22 years ago, as a wholly-owned subsidiary of an established operating entity, Crown Resources Corporation.  We became a Canadian public company in 1993 (through an IPO with a listing on the Toronto Stock Exchange).  We have been a US public company and a registrant with the SEC since February 2004.  We have conducted the same business operation during that entire time, which is to acquire a portfolio of exploration properties and perform exploration activities on those properties and to sell, joint venture and or develop those properties.  Accordingly, as part of an established enterprise, we were never classified as a Development Stage Enterprise, in accordance with SFAS No. 7 and we do not meet the definition of a new business now.

          In addition, we have had significant revenues from the operations we commenced over 22 years ago.  In 2000 we sold our mining interest in our Yanacocha property for $6 million, (we retained a royalty as part of that sale).  This is disclosed in our 2005 Annual Report on Form 10-K in Item I as well as in Note 2 to the consolidated financial statements.  We have disclosed in our Form 10-K that revenues have occurred infrequently in the past and future revenues, if any, are also expected to occur on an infrequent basis.

          We have never been a "dormant company," that has been reactivated to undertake development stage activities, as might be the case described in footnote 7 of SFAS No. 7.

          Accordingly we believe SFAS No. 7 does not apply to Solitario and inclusion of the disclosures required by paragraph 11 of SFAS No. 7, would not be appropriate.

Prospective disclosure

          We note that we have properly described our Company as an "Exploration Stage Company" pursuant to paragraph (a)4(i) of SEC Industry Guide 7.  This may have created some confusion with the requirement of the instruction to paragraph (a) of SEC Industry Guide 7, which states:

(a). Mining companies in the exploration stage should not refer to themselves as development stage companies in the financial statements, even though such companies should comply with FASB Statement No. 7, if applicable.

          SFAS No. 7 does not apply to us for the reasons discussed above.  However, because our revenues do not occur on a regular basis, we are proposing additional disclosure on a prospective basis in the business overview section of Item I to our future Annual Reports on Form 10-K and our MD&A in all future annual and interim reports on Form 10-K and Form 10-Q.  We believe this will eliminate any possible confusion and to assist a reader of our financial statements and related disclosures.

The following disclosure has been included in our quarterly report on Form 10-Q for the three and six months ended June 30, 2006:

(a). Business Overview and Summary

          We are an exploration stage company with a focus on the acquisition of precious and base metal properties with exploration potential.  We primarily acquire and hold a portfolio of exploration properties for future sale, joint venture or development, either on our own or with joint venture partners. We were incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown.   We have been actively involved in this business since 1984 and have in the past recorded revenues from the sale of these properties on an infrequent basis, with the last significant revenues recorded in 2000 upon the sale of our Yanacocha property for $6,000,000.  We expect future revenues from the sale of properties, if any, would also occur on an infrequent basis.  At June 30, 2006 we had twelve exploration properties in Mexico Peru, Bolivia Mexico and Brazil.  We are conducting exploration activities in all of those countries.  On July 26, 2004, Crown completed a spin-off of its holdings of our shares to its shareholders, whereby each Crown shareholder received 0.2169 shares of our common stock for each Crown share they owned.  Crown currently owns less than one percent of our outstanding common stock.

5     We note your statement that your chief executive officer and your chief financial officer have concluded that your system of disclosure controls and procedures are effective, but you further state that there were "deficiencies with our disclosure controls and procedures."  This disclosure seems to state that your disclosure controls and procedures are effective, except to the extent they are not effective.  Given the deficiencies you have disclosed, it is unclear how you have concluded your disclosure controls and procedures are effective.  Amend your filing to provide appropriate disclosure explaining how the disclosure controls and procedures were determined to be effective in light of the identified matters.  Or, if true, you may state that given the identified matters, your disclosure controls and procedures are not effective.

3

<PAGE>

RESPONSE:

          Per our review of our system of disclosure controls and procedures, we believed them to be effective.  We noted, as part of a limited review of our internal controls over financial reporting, that we had certain deficiencies in our internal controls.  However, we believed that these deficiencies in internal controls did not cause our system of disclosure controls to be ineffective.

          In our future filings, we intend to include a section in MD&A expanding the discussion of the nature of our identified deficiencies in internal controls, for example the lack of segregation of duties and of an internal GAAP expert.  This discussion will also include the steps we are taking to mitigate and or eliminate these weaknesses as well as a discussion of how we assure ourselves of the integrity of our financial statements and disclosures.  In addition, we will eliminate the confusing language (in both Item 9A and in MD&A) in our discussion of disclosure controls and procedures that referenced the deficiencies in internal controls.

          The following disclosure has been included in our quarterly report on Form 10-Q for the three and six months ended June 30, 2006:

(j.) Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Disclosure controls and procedures

          Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

          As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that as of the Evaluation Date, our disclosure controls and procedures were effective in alerting them in a timely manner to material information relating to the Company and its subsidiaries that is required to be included in the reports that we file or submit under the Securities Exchange Act of 1934.

          Internal control over financial reporting

          Internal control over financial reporting is defined as a process desi

CORRESP
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CORR0808

August 8, 2006

Mr. Gary Newberry

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Filed on EDGAR

RE:     Comment letter dated July 14, 2006 (the "Comment Letter")

Mr. Newberry:

We are in the process of completing our response to the Comment Letter.  Drafts of the response are being reviewed by our counsel, independent registered public accountants and our audit committee.  Upon completion of those reviews, we will file our response.  Accordingly, we are requesting an additional 10 business days from the date of this letter to respond to the Comment Letter.

Sincerely,

/s/ James R. Maronick

CFO

CORRESP
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EDGRLET

July 24, 2006

Mr. Gary Newberry

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Filed on EDGAR

RE:     Comment letter dated July 14, 2006

Mr. Newberry:

Pursuant to our phone conversation of Friday July 18, 2006, we are requesting an additional 10 business days from the date of this letter to respond to your letter.

Sincerely,

/s/ James R. Maronick

CFO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 14, 2006

Mr. James R. Maronick
Chief Financial Officer
Solitario Resources Corporation
4251 Kipling St, Suite 390
Wheat Ridge, CO  80033

 Re: Solitario Resources Corporation
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 28, 2006
  File No. 0-50602

Dear Mr. Maronick:

We have reviewed your filing and have the following comments.  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 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-K for the Fiscal Year Ended December 31, 2005

General

1. We noted that your EDGAR filing does not include page numbers.  Please paginate all future filings.

Selected Quarterly Information

Mr.  James R. Maronick
Solitario Resources Corporation
July 14, 2006 page 2

2. Provide two years of quarterly data as  required by Regulation S-K, Item 302.
Include descriptions of any unusual or infrequently occurring items recognized within each quarter.

Liquidity and Capital Resources

3. We note the amount of vested stock options outstanding at December 31, 2005, and that, based on your closing stock price as of the balance sheet date, a material amount of these options are considered “in the money”.  Provide a discussion of your stock based compensation programs and the potential impact of the exercise of these options and other forms of stock based compensation on your liquidity as required under Item 303(a)(2)(ii) of Regulation S-K.

Consolidated Statements of Operations

4. Please revise the presentation of your financial statements and footnotes to clearly identify your operations as being in the exploration stage and to provide the appropriate disclosure and presentation in accordance with Statement of Financial Accounting Standards (SFAS) 7.  Please refer to SFAS 7, paragraph 11 for further guidance.  Also note that the report of your independent registered public accounting firm will need to be revised to address these additional disclosures.

Disclosure Controls and Procedures

5. We note your statement that the chief executive officer and chief financial officer have concluded that your system of disclosure controls and procedures are effective, but that you further state “there were deficiencies in our disclosure controls and procedures.”  This disclosure appears to state that your disclosure controls and procedures are effective except to the extent they are not effective. Given the deficiencies you have disclosed, it is unclear to us how you have concluded that your disclosure controls and procedures are effective.  Amend your filing to provide appropriate disclosure explaining how the disclosure controls and procedures were determined to be effective in light of the identified matters. Or, if true, you can state that given the identified matters, your disclosure controls and procedures are not effective.

Exhibits 31.1 and 31.2

6. Please include correctly worded certifications in your amended filing as required by Regulation S-K Item 601(b)(31).  We note this exhibit should be titled “Certifications”.

Engineering Comments

Mr.  James R. Maronick
Solitario Resources Corporation
July 14, 2006 page 3

General

7. To the extent that the company web site contains disclosure about adjacent or
other properties on which the company has no right to explore or mine, include the following language along with the following cautionary note, including the bolding and indenting:

“This web site also contains in formation about adjacent properties on
which we have no right to explore or mine.  We advise U.S. investors that
the SEC’s mining guidelines strictly prohibit information of this type in
documents filed with the SEC.  U.S. investors are cautioned that mineral
deposits on adjacent properties are not indicative of mineral deposits on our properties.”

Libertad Gold Property

8. The Mineralization section refers to gold valu es up to a stated value.  As a general
checklist, when reporting the results of sampling and chemical analyses:
• Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
• Eliminate all analyses from “grab” or “dump” samples, unless the sample is of a substantial and disclosed weight.
• Eliminate all disclosure of the highest values or grades of sample sets.
• Eliminate grades disclosed as “up to” or “as high as.”
• Eliminate statements containing grade and/or sample-width ranges.
• Aggregated sample values from related locations should be aggregated based on a weighted average of lengths of the samples.
• Generally, use tables to improve readability of sample and drilling data.
• Soil samples may be disclosed as a weighted average value over an area.
• Refrain from reporting single soil sample values.
• Convert all ppb quantities to ppm quantities for disclosure.

Please revise your filing accordingly.

Closing Comments

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

Mr.  James R. Maronick
Solitario Resources Corporation
July 14, 2006 page 4

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 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 Gary Newberry at (202) 551-3761, or April Sifford, Branch Chief, at (202) 551-3684 if you have questions regarding comments on the financial statements and related matters.  You may c ontact George Schuler, Mining Engineer, at
(202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3740 with any other questions.

        S i n c e r e l y ,

        H .  R o g e r  S c h w a l l
        A s s i s t a n t  D i r e c t o r