Mail Stop 3561

      January 30, 2006

Steven Chan, President
Driftwood Ventures, Inc.
707 7th Avenue, Suite 5
New Westminster, British Columbia
Canada  V3M 2J2

    Re:  Driftwood Ventures, Inc.
        	Amendment No. 2 to Registration Statement on
            Form SB-2
      Filed December 23, 2005
      File No. 333-124829

Dear Mr. Chan:

      We have reviewed your amended filing and have the following
comments.  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.

Summary

1. We reiterate our previous comment 5 in the staff`s letter dated
September 21, 2005.  Please disclose the price Ms. Tan paid for
the
property or discuss in the prospectus the explanation that you
provided in your supplemental response to comment 5 in your letter
of
December 23, 2005.




Organization Within Last Five Years, page 19

2. We note from the disclosure in the second paragraph that the
company was "essentially dormant" from incorporation on February
13,
2003 until November, 2004.  In this regard, please disclose what
the
company`s plan of business was at the time of the company`s
incorporation.

Description of Business

In General, page 19

3. Please insure that the discussion is updated to include Mr.
Stephenson`s summary and interpretation of the results from the
phase
one program that are to be made available this month.  Also
provide
us with a copy of the summary and interpretation of results that
he
intends to provide to the company.

Mineral Property Purchase and Sale Agreement, page 20

4. Please provide your supplemental response to comment 20, in the
company`s letter dated December 23, 2005, that the company has
spent
$3,400 in exploration and provide the date.

Conclusions, page 22

5. With respect to your supplemental response to our previous
comment
21, we cannot locate the geological report.  Please furnish a copy
with the next amendment.

Plan of Operations, page 24

6. We note the uncertainty of the company`s ability to complete
phases three and four programs because of possible unfavorable
results from the phase two program or from a lack of funding.  In
light of this uncertainty, please describe what business, if any,
the
company expects to continue if it would not be able to continue
with
either the phase three or four program.  For example, would the
company dissolve?  Please explain.  If the company`s business plan
is
subject to change, please include a risk factor in the risk
factors
section regarding this uncertainty of the company`s business plan.
We may have further comment.

7. As previously requested in the staff`s comment 25, in our
letter
dated September 21, 2005, please describe the company`s day to day
operations that will be carried out by management.


8. We note the new disclosure that "[t]otal expenditures over the
next 12 months are therefore expected to be $420,000.  As of
December
23, we have cash on hand of $0.  This amount will cover the costs
of
the phase two exploration program..."  (emphasis added).  Please
revise as appropriate to correct the disclosure.

9. We note that the company`s cash on hand is $0 and that the
company`s estimated offering expenses are $11,500.  Please explain
how the company will be able to fund phase two exploration given
the
company`s available cash and other expenses.

10. Please describe in more detail the equity financing that the
company could undertake.  Would the company pursue a private or
public offering?  Please explain.

Description of Property, page 25

11. As previously requested in comment 33, in the staff`s letter
dated September 21, 2005, please describe the company`s office in
New
Westminster, British Columbia.

12. Also, we note the statement that Mr. Chan provides the office
space to the company "free of charge."  We further note under
"Results of Operations for the Period from Inception ..." the
donated
services and rent of $7,700.  Please revise to make the disclosure
consistent.

Financial Statements

13. We have reviewed your response to comment 35 and it does not
appear that the company provided a complete set of audited
financial
statements for the period ended December 31, 2004; therefore the
comment is being reissued in its entirety.  Please include the
audited financial statements, along with the audit report from
your
independent registered public accounting firm for the year ended
December 31, 2004 in the registration statement.  Please refer to
the
guidance in Item 310(a) of Regulation S-B.

Part II.

Exhibits

14. Revise your legality opinion to indicate that the opinion
opines
upon Nevada law including the statutory provisions, all applicable
provisions of the Nevada Constitution and all reported judicial
decisions interpreting those laws.

* * * * *

      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 provide 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 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.

      Please contact Angela Halac at (202) 551- 3398 with any
questions regarding accounting issues and you may contact Janice
McGuirk at (202) 551-3395 with any other questions.


		Sincerely,




		John Reynolds
      Assistant Director


cc:	Fax: (604) 831-2735