December 20, 2005



James R. Maronick
Chief Financial Officer
4251 Kipling Street
Suite 390
Wheat ridge, CO 80033

	Re:	Crown Resources Corporation
		Form 10-K/A for the Year Ended December 31, 2004
Filed June 9, 2005
		File No. 0-17480


Dear Mr. Maronick:

      We have reviewed your Form 10-K/A for the year ended
December
31, 2004 and have the following comments.  We have limited our
review
of your filing to those issues we have addressed in our 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. In
some of our comments, we may ask you to provide us with
information so
we may better understand your disclosure.  After reviewing this
information, we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.


Form 10-K/A Filed on June 9, 2005

Market for Registrant`s Common Equity, Related Stockholder Matters
and
Issuer Purchases Equity Securities

1. We note you stated you have not paid any dividends in your
common
stock and do not anticipate paying any dividends in the
foreseeable
future.  However, in the Form 10-Q for the quarterly period ended
September 30, 2005, you stated your Board of Directors declared a
dividend of $0.21 per share on June 21, 2005 in accordance with
the
merger agreement dated May 31, 2005.  Please explain this apparent
contradiction.  Since the merger agreement is dated prior to your
Form
10-K/A filing date, we presume your management was aware of the
dividend declaration clause in the merger agreement when your Form
10-
K/A was filed.

Controls and Procedures

2. Please indicate whether there were any changes to internal
controls
over financial reporting as opposed to only the "significant"
changes.
Please refer to paragraph (c) of Item 308 of the Regulation S-K.

3. We note your officers have concluded that there were certain
weaknesses in your disclosure controls and procedures that caused
your
system of disclosure controls and procedures to be ineffective as
of
December 31, 2004.  Please expand your MD&A disclosure to address
disclosure controls and procedures and internal control over
financial
reporting issues.  Your expanded disclosure should describe the
material weakness, and any remediation plan undertaken.  In
addition,
discuss how your officers assure themselves of the integrity of
the
financial information provided to them.

Closing Comments

      Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
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 Exchange Act of 1934
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.

	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 Yong Choi at (202) 551-3758 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

Sincerely,


April Sifford
Branch Chief



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Mr. James R. Maronick
Crown Resources Corporation
December 19, 2005
Page 1




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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010