PARAMOUNT GOLD AND SILVER CORP.
[Stationary]
October 27, 2008
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D. C. 20549
Attention:
Re:
Paramount Gold and Silver Corp. (the “Company”)
Amendment No, 2 to the Registration Statement on Form S-3
File No. 333-153104
Filed: October 8, 2008
Form 10-k for the fiscal year ended June 30, 2008
File No. 1-33630
Filed September 25, 2008
Preliminary Proxy Statement on Schedule 14A
File No. 1-33630
Filed October 3, 2008
Dear Sir/Madam:
Paramount Gold and Silver Corp. hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings referenced above, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) it 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.
| Very truly yours, | |
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| /s/ Christopher Crupi | |
| Chief Executive Officer Paramount Gold and Silver Corp. | |
