Mail Stop 3561


March 29, 2006

Steven Chan, President
Driftwood Ventures, Inc.
14363 Park Drive
Surrey, British Columbia
Canada V3R 5P2

    Re:  Driftwood Ventures, Inc.
        	Amendment No. 3 to Registration Statement on
            Form SB-2
      Filed March 2, 2006
      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.

General

1. We note your response to our prior comment eleven from our
letter
dated January 30, 2006.  Please update the company`s address on
the
front page of the registration statement and the cover page of the
prospectus.





Risk Factors, page, page 6

2. We note that the disclosure in risk factor four refers to the
company`s audited financial statements for the period ended
December
31, 2004.  Please update this disclosure.

Organization Within Last Five Years, page 19

3. With regard to the period of time that the company was dormant,
please briefly disclose why the company did not commence
operations
immediately after incorporating.

Description of Business, page 19

4. We note the disclosure on page 20 that "[h]e is preparing a
summary and interpretation of the results, which he will provide
to
us in January 2006."  Please update this disclosure.

Plan of Operations, page 24

5. Please discuss in detail what factors the company will consider
in
determining whether to conduct a phase three program and when the
company expects to make this determination.

6. We note the disclosure in the fourth paragraph, "[e]ven after
completing the phase two exploration program, we will have to
spend
funds on further exploration before we will know if we have a
commercially viable mineral deposit."  We also note that you
anticipate "several drilling programs, as well as engineering
studies
to determine the feasibility of operating a mine on the property."
Please clarify whether the company is referring to the phases
three
and/or four programs.  If not, please provide an estimate of the
funds that will be needed, to the extent possible.

7. Please discuss the principal terms of the loan agreement
between
Mr. Chan and the company.

8. We note the disclosure that "[u]ntil such time as the company
is
listed on the OTC Bulletin Board it expects to be financed by
loans
from directors and the issue of its common stock by way of private
placements."  Please discuss whether directors will loan funds to
the
company to complete phases three and/or four programs and disclose
definitive plans, if any, for directors to loan funds to the
company.
Also discuss what type of financing the company would pursue after
the company`s securities are listed on the OTC Bulletin Board.

Certain Relationships and Related Transactions, page 25

9. Please name the promoters and discuss all transactions between
the
company and promoters, including issuance of stock, as required by
Item 404(d) of Regulation S-B.

General

10. A currently dated consent of the independent public accountant
should be provided in all amendments to the registration
statement.

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 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