PARAMOUNT GOLD AND SILVER CORP.
[Stationary]
January 5, 2009
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 to Registration Statement on Form S-3
File No. 333-153104
Filed: August 8, 2008
Dear Sir/Madam:
REQUEST FOR ACCELERATION:
In accordance with Rules 460 and 461 promulgated pursuant to the Securities Act of 1933, as amended, Paramount Gold and Silver Corp. is hereby requesting that the Company's Registration Statement on Form S-3, as amended, referenced above, be made effective on January 7, 2009 at 5:00 p.m. , or as soon thereafter as may be practicable.
The Company acknowledges that:
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should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
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the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
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the Company may not assert the 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.
| Very truly yours, |
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| /s/ Christopher Crupi |
| Christopher Crupi |
