April 20, 2006


via U.S. Mail
Mr. James Briscoe
President and Chief Executive Officer
Liberty Star Gold Corp.
2766 N. Country Club Road
Tucson, Arizona 85716


Re:	Liberty Star Gold Corp.
      Registration Statement on Form SB-2
      Filed March 23, 2006
      File No. 333-132667


Dear Mr. Briscoe:

      We have limited the review of your filing to those issues
identified 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.  Please be as detailed
as
necessary in your explanation.  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 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. Advise us whether Cornell Capital Partners LP has any
discretion
with respect to its right to deduct fees as set forth in Section
2.3
at any closing in the event that the company has failed to pay the
fees outlined in Section 2.3.  Also clarify whether the investor
would have any discretion not to purchase or accept shares due to
any
failure of the company to meet the closing conditions regarding
fees
that are described in Section 2.3.

2. We refer you to Section 7.2 (c) of the Standby Equity
Distribution
Agreement.  Confirm that upon the filing of a post-effective
amendment that addresses the issues related to any such
"fundamental
changes" and provided the other conditions of the agreement are
met,
the investor would remain obligated under the terms of the Standby
Equity Distribution Agreement.

3. Please revise to update the financial statements and related
disclosure included in the registration statement.

Selling Shareholders, page 19

4. Please identify in the selling shareholder table the natural
persons who exercise voting and/or investment power over each of
the
entities listed in the table.  Refer to Interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the 1997 CF
Manual of Publicly Available Telephone Interpretations.

5. On page 19 of the disclosure you indicate that none of the
selling
shareholders is a registered broker-dealer or an affiliate of a
registered broker-dealer.  However, on page 21, you disclose that
Newbridge Securities Inc. is a registered broker dealer.  Please
revise to address and clarify this inconsistency.

Where you can find more information, page 47

6. Please revise to disclose the correct address of the Securities
and Exchange Commission at 100 F Street N.E. Washington, DC 20549.

Undertakings, Part II

7. Revise your undertakings so that they are consistent with the
requirements of Item 512 of Regulation S-B.



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 an 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 Mellissa Campbell Duru, at (202) 551-3757 or,
in
her absence, Timothy Levenberg, Special Counsel at (202) 551-3707
with any questions.


							Sincerely,




							H. Roger Schwall
							Assistant Director

cc: 	via facsimile
	Bernard Pinsky, Esq.
	(604) 687-6314

Mr. James Briscoe
Liberty Star Gold Corp
April 20, 2006
page 2




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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010