Mail Stop 4-6


								March 14, 2005


Declan French
Thinkpath, Inc.
201 Westcreek Boulevard
Brampton L6T 5S6 Ontario
CANADA

Via Facsimile:  905-460-3050

	Re:    	Thinkpath, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed on March 3, 2005
		File No. 1-14813

Dear Mr. French:

   We have limited our review of your filing to matters relating
to
Proposals Four and Five relating to the reverse split and the
changes
to company`s bylaws, respectively.  Based on this limited review,
we
have the following comment.  Where indicated, we think you should
revise your documents in response to this comment.  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.  After reviewing this information,
we
may or may not raise additional comments.

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

Proposal No. 4:  Reverse Stock Split
1. Please revise the disclosure to clarify what impact the reverse
split has on the number of authorized shares.  Specifically, is
there
an effective increase or decrease in the number of authorized
shares
and what is the effect on the number of shares that are not
outstanding or reserved for a specific purpose?  Shareholders
should
have a clear understanding of the impact of the proposal.  In this
regard, it may be useful to include a table identifying (a) the
number of shares issued and outstanding; (b) the number of shares
authorized and reserved; and (c) the number shares authorized and
unreserved before and after the reverse split.
2. To the extent that the proposal results in an increase in the
number of authorized shares, please indicate whether the company
has
any current plans, proposals or arrangements to issue the
additional
shares.  If you have no current plans, proposals or arrangements
to
issue common stock, so state.

Proposal No. 5:  Approval of Amended Bylaws
3. You are bundling the amendments that you propose to make to
your
bylaws.  You state, for example, that you have made changes "to
the
general By-law of the Corporation to, among other things, make it
consistent with the flexible number of directors permitted by the
articles of the Company" in addition to changing the quorum
requirement from a majority of outstanding shares entitled to vote
to
a minimum of two shareholders holding at least 5% of the
outstanding
voting shares.  Bundling the shareholder approval of these
amendments
appears to be inconsistent with the requirements of Rule 14a-4,
which
requires that a proxy identify each separate matter to be acted
upon.
Please refer to Rule 14a-4 and Section II.H of SEC Release 34-
31326.

Revise your proxy to include separate proposals for each
substantive
change to give your shareholders an opportunity to vote separately
on
each amendment to your bylaws.  You may mutually condition your
proposals, if you only wish to proceed with the proposed changes
collectively.  In this respect, if any of the proposals are
mutually
conditioned, provide appropriate disclosure regarding the effect
of a
negative vote on the related proposals.
4. Moreover, it is unclear from the disclosure whether you made
other
"updating" changes to the bylaws in addition to the two cited
above.
Please revise the disclosure to identify each change or category
of
changes you propose to make to the bylaws and provide separate
proposals for each as appropriate.  Please provide a supplemental
copy of the bylaws that is marked to show each of the proposed
changes.  Alternatively, if there are no other changes, please
clarify this in the disclosure.

	Except for above-cited matters, we have not and do not intend
to
conduct any review of the information statement.  In view of our
limited review, all persons who are by statute responsible for the
adequacy and accuracy of the filing are urged to be certain that
all
information required pursuant to the Securities Act of 1933 has
been
included.

      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 supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

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

	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
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions you may have to Maryse Mills-
Apenteng at (202) 942-1861 or, in her absence, to the undersigned
at
(202) 942-1818.  If you still require further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 942-1800.

							Sincerely,



							Mark P. Shuman
							Branch Chief - Legal