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

         DIVISION OF
CORPORATION FINANCE

						November 12, 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, as amended November 10,
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.
Risk Factors
1. Use bold type or other means to make your captions easily
identifiable.
2. If accurate, state explicitly in an appropriate risk factor and
its caption that you do not currently have sufficient funds to pay
for required audit work.

Use of Proceeds
3. Clearly identify the principal intended uses of the proceeds.
For
example, quantify the amount you intend to use to pay your
auditors.
With regard to your auditors, confirm to us that in the future you
will use a United States office to audit your financial
statements.
The Standby Equity Distribution Agreement
4. As discussed with counsel by telephone this afternoon, ensure
that
your cover page clearly identifies any limitations on the
commitment
of Cornell Capital Partners or others to purchase the identified
shares.  We note in that regard the new disclosure in the third
paragraph of this section.  This information should appear
immediately following the first sentence of the third paragraph on
the cover page, where you disclose that CCP has agreed to purchase
up
to $15 million in shares of your common stock.

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.
November 12, 2004
page 2