CORRESP 1 filename1.txt AURORA GOLD CORPORATION 238 WEST 4TH STREET, SUITE 2 NORTH VANCOUVER, B.C., CANADA V7M 1H7 ------------ TELEPHONE: (604) 687-4432 FACSIMILE: (604) 687-4709 February 2, 2006 U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Attention: Jason Wynn Mail Stop: 6010 RE: Aurora Gold Corporation-Registration Statement on Form SB-2 File No. 333-130379 -------------------------------- Gentlemen: Aurora Gold Corporation (the "Company"), hereby requests, pursuant to Rule 461 of the Securities Act of 1933, as amended, that the effective date for the above-referenced Registration Statement be accelerated to 9:00 am Tuesday, February 7, 2006, or as soon as practicable thereafter. In connection with the foregoing, we hereby acknowledge that: - Should the Securities and Exchange Commission (the "Commission") or the staff, acting by delegated authority declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filling. - The action of the Commission or the staff, acting by 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 registration statement; and - The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by Commission or any person under the federal securities laws of the United States. Thank you for your courtesy, assistance and cooperation in this matter. Very truly yours, AURORA GOLD CORPORATION By: /s/ A. Cameron Richardson ---------------------------- Name: A. Cameron Richardson Title: President