May 26, 2005

via facsimile and U.S. mail

Mr. Richard R. Walters
President
Little Squaw Gold Mining Company
3412 S. Lincoln Drive
Spokane, Washington  99203-1650

	Re:	Little Squaw Gold Mining Company
		Form 10-KSB, filed March 29, 2005
		File No. 001-06412

Dear Mr. Walters:

      We have reviewed the above filing and have the following
engineering comments.  Our review has been limited to the areas
identified below.   Please provide us a response to the comments
and
include appropriate disclosure in future filings.  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 supplemental information so we may better
understand your disclosure.  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 comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Engineering Comments

General

1. Please indicate that you are an exploration stage company, that
there is no assurance that a commercially viable mineral deposit
exists on any of the properties, and that further exploration will
be
required before a final evaluation as to the economic and legal
feasibility is determined.  See Industry Guide 7(a) (4).

2. Add a statement that addresses that fact that the probability
of
an individual prospect ever having reserves that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability the properties do not contain any reserves, and any
funds
spent on exploration will probably be lost.

3. Expand the disclosure concerning the exploration plans for the
properties.
* Disclose a brief geological justification for each of the
exploration projects written in non-technical language.
* Give a breakdown the exploration timetable and budget, including
estimated amounts that will be required for each exploration
activity, such as geophysics, geochemistry, surface sampling,
drilling, etc. for each prospect.
* If there is a phased program planned, briefly outline all
phases.
* Alternatively, disclose there are no current detailed plans to
conduct exploration on the property.
* Disclose how the exploration program will be funded.
* Identify who will be conducting any proposed exploration work,
and
discuss what their qualifications are.

4. Provide as an exhibit, a written consent from any experts whose
name is cited, and/or whose work is incorporated into the
document.
These consents should concur with the summary of the information
in
the report disclosed, and agree to being named as an expert in the
registration statement.

2004 Field Program, page 10 and 8 - K Attachment (Press Release
filed
November 18, 2004)

5. The first paragraph refers to "gathered float" samples followed
by
"grab" samples.  These references are followed by "the best
samples"
and "sample ranges" in prospect areas on page 12.  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.
Revise the 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
amendments 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 the 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.

      You may contact George (Ken) Schuler, mining engineer, at
(202)
551-3718 or, in his absence, Roger Baer, mining engineer, at (202)
551-3705, if you have questions regarding engineering comments.
Please contact me at (202) 551-3740 with any other questions.
Direct
all correspondence to the following ZIP code:  20549-0405.


							Sincerely,



							H. Roger Schwall
							Assistant Director
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Mr. Richard R. Walters
Little Squaw Gold Mining Company
May 26, 2005
Page 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE