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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      December 30, 2005


Mr. Paul Mann, Controller
Farallon Resources Ltd.
1020 - 800 West Pender Street
Vancouver, BC V6C 2V6


      Re:	Farallon Resources Ltd.
		Registration Statement on Form 20-F
      Filed December 2, 2005
		File No. 0-51641


Dear Mr. Mann:

      We have reviewed your 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 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.

General

1. The Form 20-F registration statement will become automatically
effective 60 days from the date of the first filing or on January
30,
2006.  See Section 12(g)(1) of the Securities Exchange Act of
1934.
Upon effectiveness, you will become subject to the reporting
requirements of the Securities Exchange Act of 1934, even if we
have
not cleared all comments.  As this is a voluntary filing, you may
withdraw the filing so that it does not become effective in a
deficient form.  Please contact us if you need to discuss this
alternative.

2. You will expedite the review process if you address each
portion of
every numbered comment that appears in this letter.  Provide
complete
responses and, where disclosure has changed, indicate precisely
where
in the marked version of the amendment you file we will find your
responsive changes.  Similarly, to minimize the likelihood that we
will reissue comments, please make corresponding changes where
applicable throughout your document.  For example, we might
comment on
one section or example, but our silence on similar or related
disclosure elsewhere does not relieve you of the need to make
appropriate revisions elsewhere as appropriate.

3. Please provide updated consents from your independent
accountants
in the next amendment.

4. We note that you completed private placements in 2002, 2003,
2004,
and 2005.  Disclose where you conducted the private placements.
If in
the U.S., disclose the exemption from registration upon which you
relied and the facts that make the exemption available.

Glossary of Terms Used in this Form 20-F, page 4

5. Define scientific and technical terms in context or otherwise
include them in the glossary.

6. Note that a glossary is not a substitute for presenting
disclosure
in terms that those unfamiliar with your business can readily
understand.  Revise the disclosure in the document, particularly
in
the discussion of your properties, to provide clear and
understandable
disclosure.  For example, on page 35 you indicate the following:

* "Precious metal-rich, volcanic associated massive sulfide
deposits
occur in a sequence of felsic to intermediate flows and tuffs, and
heterolithic fragmental rocks at Campo Morado"; and
* "The massive sulfide horizons principally comprise fine-grained
pyrite (iron sulfide) and, in decreasing order of abundance:
sphalerite (zinc sulfide), chalcopyrite (copper-iron sulfide),
galena
(lead sulfide), tetrahedrite (copper-antimony sulfide)-tennantite
(copper-arsenic sulfide), arsenopyrite (iron-arsenic sulfide),
marcasite and pyrrhotite (other iron sulfides), traces of tin
minerals, electrum (gold alloy containing 20% or more silver) and
gold. The base metal sulfides are found as discreet mineral
grains, or
more frequently, as infill mineralization between or within pyrite
grains."

Note Regarding Forward Looking Statements, page 4

7. You are responsible for the accuracy of the disclosure in your
filings with the Commission.  Revise the disclaimer on page 4
indicating that you have no obligation to update or revise any
forward-looking statements found in your registrations statements.

Capitalization and Indebtedness, page 13

8. We note that some of your indebtedness stems from accounts
payable
and accrued liabilities.  However, it appears that you have not
identified all the sources of your indebtedness.  In this regard,
we
note that your indebtedness from accounts payable and accrued
liabilities is $607, 573 and your total indebtedness is $722,596.

Risk Factors, page 13

9. Eliminate language that mitigates the risk you present.  State
the
risk directly and plainly, eliminating statements such as "there
can
be no assurance" and "there is no certainty."  Also, revise risk
factor subheadings so that they clearly identify the risk to be
discussed.  Several of your risk factor captions are too vague and
generic to adequately describe the risk that follows.  Others
simply
state a fact about your business without describing the risks
associated with that fact.  For example, simply referring to the
"Uncertain Nature of Mineral Exploration" or "the Speculative
Nature
of the Mineral Exploration Industry" on page 14 does not disclose
the
resulting risk of harm to the investors.

10. Discuss in a risk factor the risks associated with (1) having
only
"one material mineral property"; and (2) not satisfying the
requirements for maintaining your concessions.

11. We note that presidential elections will be held in Mexico in
July
2006.  Please address how a change in regime might affect your
operations in Mexico.

12. We note that you appear to have a going concern risk.  Please
add
a separate risk factor that relates to the issue of your ability
to
continue to operate as a going concern.



Litigation, page 16

13. We note that you could potentially lose your interest rights
in
the Campo Morado Project as a result of the claims challenging
such
rights.  Expand this risk factor to address how your operations
would
be affected by the loss of your rights to the Campo Morado
Project.

Information on the Company, page 21

History and Development of the Company, page 21

14. Disclose the name and address of your agent in the United
States,
if any.  See Item 4.A.3 of Form 20-F.

15. Please advise why you characterize the negotiations to acquire
the
Campo Morado and La Alina concessions as arm`s length
negotiations.
In this regard, we note that the transaction appears to have
involved
related parties.  You may indicate, however, that the terms of the
transaction were equivalent to terms agreed-upon in similar
transactions with non-affiliated parties.

16. We note that you expected the "series of scoping level option
investigations" in preparation for the "pre-feasability study" to
be
completed by November 30, 2005.  Update the registration statement
to
discuss the status of the investigations.

Business Overview, page 24

17. You state here, "Decisions on legal actions in British
Columbia
and Nevada were in Farallon`s favor, and proceedings in Mexico
were
dismissed."  This information is repeated again on page 33.  Yet
Note
9 of your financial statements states that a new related lawsuit
has
been filed against you in Mexico and that the Nevada ruling has
been
appealed by the plaintiff.  Revise your document, wherever
necessary,
for accuracy and consistency in this regard.

Property, Plant and Equipment, page 27

Reclamation Bonds and Permits, page 29

18. Discuss whether the redirection of the power to grant
environmental permits to the Subdirection of Management for
Environmental Protection impacts your operations in any material
way.

Plan of Operation - 2005, page 46

19. Here and wherever you discuss plans and results of a
particular
year, clarify whether you are referring to the calendar year or
your
fiscal year, ending June 30.  Generally, discussions regarding
budgeted costs and historical expenditures should correlate to the
fiscal year.

Operating and Financial Review and Prospects, page 50

20. Substantiate your statement that "Campo Morado [is the]
precious
metals-rich massive sulfide district in Guerrero State, Mexico.

Results of Operations, page 53

21. Disclose the reasons for increasing the payment of stock-based
compensation in 2004.  In this regard, we note that you did not
restart your exploration activities until 2005.

Operating Results, page 53
Exploration

22. Correlate your discussions here to the budgeted expenditures
discussed previously in your filing.  Revise your discussions, as
necessary throughout your document, to provide clarity regarding
your
planned and actual expenditures.  Include sufficient information
to
clarify the following points.  It may be necessary to include a
table.
* On pages 24 and 46 you discuss $15.2 million budgeted for your
2005
program.  Clarify whether your 2005 program relates to calendar
year
or fiscal year 2005.  Discuss whether your $8.8 million of
exploration
expense in fiscal 2005 is a part of that $15.2 million.
* Discuss how the $15.2 million program relates to the $5.8
million
budgeted for July to December 2005, which is discussed on page 49.
You state on page 57 that $8.7 million was spent through June 30,
2005, under a $16 million feasibility program.  Also refer to your
earlier related discussion on page 26.  Is the $16 million program
a
different program than the $15.2 million program?
* You discuss on page 54 a two-phase exploration program with a
budget
of $16.5 million.  How does this $16.5 million program relate to
the
$15.2 million program and the $16 million program referred to
above?
Is this a third program?
* You discuss on page 54 budgeted costs for your exploration
program
of $4.6 million and for engineering studies of $6.5 million.  Are
these $11.1 million of costs part of the earlier-described plans?
How
do they relate to amounts already spent?
* You state on page 57 that $8.7 million was spent through June
30,
2005, of the $16 million feasibility work.  Relate that to the
disclosure on page 54 where you state that $2.4 million was spent
on
phase one, which was completed in 2004, and $8.8 million of
exploration expense was incurred in fiscal 2005.

Office and administration, page 54

23. You state that office administration expense for fiscal 2005
was
$1,127,595, and then later state that amounts reimbursed to HDI
amounted to $2,955,706.  Clarify how much of the $2,955,706 was
classified as office administration expense, and to which line on
your
consolidated statements of operations and deficit the remainder
was
recorded.

Liquidity and Capital Resources, page 57

24. On page 23, you note that you have not incurred any capital
expenditures in the last three years.  However, you later state
that
as of June 30, 2005, your expenditure totaled $8.7 million.
Please
advise whether these expenditures were capital in nature.  If so,
reconcile the inconsistency.

25. We also note that you believe that you have sufficient capital
to
fund your operations for the twelve months that began on June 30,
2005.  Please advise how you plan to fund your operations after
such
time.

26. You indicate that cash used in operating activities will
continue
to increase in fiscal 2006 and that cash used in investing
activities
is anticipated to increase in fiscal 2006.  Quantify this
information
in terms of the programs that you discussed earlier.  Refer to our
comment above regarding your budgeted amounts for planned
activities.

Trend Information, page 58

27. You state here that your ability to raise additional financing
in
order to complete your exploration programs will be impacted by
prevailing prices for mineral resources.  Reconcile this statement
to
earlier disclosure on page 57 where you state that you anticipate
being able to finance your exploration program using your current
working capital.

28. You state that results of drilling and mineral resource
estimates
indicate that the Campo Morado deposits contain various minerals.
Qualify that statement by noting that these minerals may not be
economically feasible to extract.

Tabular Disclosure of Contractual Obligations, page 59

29. Clarify what your obligations are under your agreement with
HDI
and why amounts related thereto are not disclosed on the table.



Directors, Senior Management and Employees, page 60

Directors and Senior Management, page 60

30. Disclose the ages or dates of birth of your directors and the
members of the management team.

31. Disclose the amount of time that your directors and management
devote to your operations.  We may have further comments.
Compensation, page 63

32. Revise the compensation table to include the options that were
awarded to your directors in the last full fiscal year.

33. We note that you have compensated Hunter Dickinson, Inc. for
providing you with management services.  Please disclose the
amounts
that have been paid to Hunter Dickinson in a footnote to the
compensation table.

Related Party Transactions, page 74

34. Provide the information required by Item 7.B of Form 20-F for
the
last three fiscal years.  Also disclose whether the terms of the
related party transactions were equivalent to terms agreed-upon in
similar transactions with non-affiliated parties.

Share Capital, page 79

35. We note that your June 30, 2005, table indicates that the
exercise
price for warrants expiring December 17, 2006, was
C$0.80/$C$1.02(i).
We do not see where the footnoted "(i)" is explained.
Additionally,
please explain why the exercise price for these warrants was
C$1.02 at
November 25, 2005, and none had an exercise price of $0.80.  We
note
that the total outstanding shares expiring December 17, 2006, did
not
change between June 30 and November 25.


Quantitative and Qualitative Disclosures about Market Risk, page
98

Exchange Rate Sensitivity, page 98

36. Please provide the quantitative disclosure required by the
instructions to Item 11 of Form 20-F.  It appears that your
exchange
rate risk may be material.




Commodity Price Risk, page 98

37. Please remove the final phrase, "or other commodity based
risks
respecting its operations," since your ability to earn revenues
and
realize profits and cash flows is dependent upon commodity, that
is,
mineral, prices.

Description of Securities Other than Equity Securities, page 99

Warrants and rights, page 99

38. Please reword the sentence following the table in this
section.
It appears to us that a grammatical error precludes the sentence
from
being understood.

Financial Statements, Exhibit 99

Report of Independent Accounting Firm

39. Please explain to us why your independent accountant`s report
does
not include an explanatory paragraph to indicate that your
financial
statements are affected by conditions and events that cast
substantial
doubt on your ability to continue as a going concern.

Note 5 - Mineral Property Interests

40. Expand your disclosure to fully support your capitalized
balance
of $8,963,127 of acquisition costs.  We note that the current
disclosure discusses a payment of $1,235,388 and the issuance of
750,000 shares for the Campo Morado and La Alina concessions, and
$150,000 spent in fiscal 2000 to acquire the La Trinidad
concession.
Include an explanation of how the 750,000 shares were valued.

41. You state here that $1,825,000 used to complete a staged
exploration program.  If this sum was capitalized, please explain
to
us why it was not recorded to expense in accordance with your
policies
for accounting for exploration expenditures.  If it was recorded
to
expense, please indicate as such in your disclosure.

Exhibits

42. We note the disclosures on page 19 of your Form 20-F and in
Note
6(d) of your financial statements regarding share purchase
warrants.
Please explain why you have not filed as an exhibit the contract
or
compensatory plan arrangement regarding these warrants.  Also
please
tell us the consideration you gave to the accounting for and
classification of these warrants under SFAS 150, SFAS 133 and EITF
00-
19.  Refer to the Commission`s "Current Accounting and Disclosure
Issues (Updated 12/01/05)" at
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf, for
further
guidance.


Engineering Comments

General

43. The technical information in your filing is extremely
detailed.
Please substantially revise your disclosure, and, as needed,
rewrite
sections to eliminate extraneous detail, and summarize the
information.  Present information in clear, concise sections,
paragraphs and sentences easily understandable to the average
reader.
Whenever possible, use short explanatory sentences and bullet
lists.
Avoid highly technical terminology.  Use descriptive headings and
subheadings.  Minimize repetitive disclosure that increases the
size
of the document but does not enhance the quality of the
information.

44. The word "development" has a very specific meaning under our
Industry Guide 7(a)(4), (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
..
It is used in reference to the "development stage" when companies
are
engaged in preparing reserves for production.  If you do not have
any
"reserves," as defined by Industry Guide 7, please remove the
terms
"develop" or "development" throughout the document, and replace
them,
as needed, with the terms "explore" or "exploration."  This
includes
the use of the term in the Financial Statement headnotes and
footnotes, see Instruction 1 to paragraph (a), Industry Guide 7.

Risk Factors, page 14

45. Provide a risk factor near the beginning of your risk section
that
addresses the potential lack of economic viability of the Campo
Morado
property due to the following:
* The complex nature of the mineral materials and the resultant
low
metallurgical recoveries you have found to date using conventional
beneficiation processes, and
* The potential higher cost of using experimental
hydrometallurgical
processes.

Property, Plant and Equipment, page 27

46. Simplify your disclosure by reducing technical and detailed
narrative.  Your disclosure should be written at the level of the
average non-technical U.S. investor.




Estimates of Mineralization, page 41

47. Simplify your presentation tables that contain estimates of
Mineral Resources.  We suggest that you:
* Merge all of the Indicated Mineral Resource tables in this
section
into one table that makes use of footnotes to highlight additional
information about the mineral resources estimates.
* Likewise, merge all of the Inferred Mineral Resource tables into
one
table.
* Use only one cautionary notice for each table.

Engineering, page 48

48. We note your disclosure about the hydrometallurgical testing
and
processes you envision that might be used at a mine at your Campo
Morado property.  We also that you provide little disclosure about
your earlier conventional metallurgical testing.  Provide a
complete
and balanced summary about your metallurgical testing program.
Emphasize the major results and conclusions, and probable
ramifications you have drawn from this testing.

Exhibits

49. We note that you have attached a technical report with
graphics as
an exhibit to your form 20-F.  Industry Guide 7 (b)(7)
specifically
prohibits the inclusion of technical reports, feasibility studies
and
other highly technical data in documents filed with the
Commission.
Please remove these documents from your Form 20-F.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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 Sandra Eisen at (202) 551-3864 or, in her
absence, April Siifford, Branch Chief, at (202) 551-3684 if you
have
questions regarding comments on the financial statements and
related
matters.  Direct your questions relating to the engineering
comments
to Roger Baer, Mining Engineer.  Please contact Carmen Moncada-
Terry
at (202) 551-3687 or, in her absence, the undersigned at (202)
551-
3685 with any other questions.

      Sincerely,


      H. Roger Schwall
      Assistant Director


cc:	S. Eisen
      R. Baer
T. Richter
      C. Moncada-Terry












Mr. Paul Mann
Farallon Resources Ltd.
December 30, 2005
Page 2