December 20, 2005

Mail Stop 7010


By U.S. Mail and facsimile to (604) 443-7000

Robert A. Biagioni
President
Katie Gold Corp.
1055 West Hastings Street, Suite 1400
Vancouver, British Columbia
Canada V6E 2E9


Re: 	Katie Gold Corp.
Amendment No. 4 to Registration Statement on Form SB-2
Filed December 8, 2005
	File No. 333-126748


Dear Mr. Biagioni:

      We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.


Risk Factors, page 8

1. We note your response to comment 3 of our letter dated November
28, 2005, including your statement that you "have sufficient funds
on
hand for the unpaid amounts of our estimated costs related to
Phase I
exploration of $20,125, this registration statement of $17,861 and
our estimated administrative costs for 12 months from the date of
this registration statement of $25,000."  The sum of these
expenses
is $62,986.  We also note disclosure that your cash on hand as of
September 30, 2005 was $51,050.  Please revise to clarify these
statements.  If your cash on hand has increased since September 30
so
that you currently have funds on hand for the unpaid amounts you
state, please update your document to disclose the presence and
source of such financing.

Conglin Property Option Agreement, page 24

2. Please revise the third paragraph of the terms to your option
agreement to reflect that by the second anniversary of the option
agreement, you must have incurred an additional $180,000 in
property
expenditures, in addition to the $20,000 of expenditures you are
required to incur by the first anniversary of the agreement.


      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 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 to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 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.

      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.
      You may contact Ernest Green, Staff Accountant, at (202)
551-
3733 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or me at (202) 551-3767 with any other questions.


Sincerely,



Jennifer Hardy
Branch Chief

cc:	Karen A. Batcher, Esq. (via facsimile 619/789-6262)
      Batcher Zarcone & Baker, LLP
      4252 Bonita Road, Suite 151
	Bonita, California 91902

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Robert A. Biagioni
Katie Gold Corp.
December 20, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE