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

         DIVISION OF
CORPORATION FINANCE

						November 4, 2004

via U.S. mail

Mr. Gregory N. Bakeman
Chief Financial Officer
McKenzie Bay International Ltd.
975 Spaulding Ave. SE
Grand Rapids, Michigan 49546


      Re:  	McKenzie Bay International Ltd.
		Form SB-2 filed October 4, 2004
		File No. 333-119493

Dear Mr. Bakeman:

      We have reviewed your filing and have the following
comments.
We limited our review of your filing to the plan of distribution,
the
pricing of the offering and issues related to the selling
shareholders, as identified in the comments below.  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 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.

General
1. Because there does not appear to be a market for your stock,
disclose on the prospectus cover page the price at which the
shares
will be offered to the public until such time as the shares become
listed or quoted.

2. Explain in greater detail, including specific prices and
commissions, how your "standby equity distribution agreement"
operates.  Make clear what constitutes the effective price per
share
paid by each of Cornell Capital Partners and Spencer Clarke LLC,
taking into account all discounts, commissions, etc.  We may have
additional comments.
3. Disclose explicitly and prominently that each of Cornell
Capital
Partners and Spencer Clarke LLC purchased or are purchasing its
shares at a substantial discount to the market price, and quantify
the discount.  Make corresponding changes as appropriate
throughout
the document.
Plan of Distribution
4. In the first paragraph you use the terms "crosses or blocked
transactions."  Please revise to define these terms in context.
The selling shareholders, page 65
5. For each nonpublic entity that you list, identify the natural
persons with voting or investment control.
6. Provide corrected disclosure that accurately indicates the
number
of shares to be owned after the offering and that includes the
correct caption for the last column, namely the percentage owned
before the offering.
Changes in Accountants
7. Explain further to us the reasons for the relatively high
turnover
rate for your auditors.  For example, discuss whether there is a
company policy in that regard.  We may have additional comments.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	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;

?	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

?	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.


If you have questions regarding these comments or other disclosure
questions, please contact Carrie Darling at (202) 942-2972, or in
her
absence, you may contact Timothy Levenberg, Special Counsel, at
(202)
942-1896.


								Sincerely,



								H. Roger Schwall
								Assistant Director






cc:	via facsimile
	Jonathan Reisman, Esq.
	(928) 569-8195



      Carrie Darling
      Timothy Levenberg
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McKenzie Bay International Ltd.
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