Mail Stop 4-6

								March 23, 2005

Declan French
Thinkpath, Inc.
201 Westcreek Boulevard
Brampton L6T 5S6 Ontario
CANADA

Via Facsimile:  905-460-3050

	Re:    	Thinkpath, Inc.
		Revised Preliminary Proxy Statement on Schedule 14A
		Filed on March 17, 2005
		File No. 1-14813

Dear Mr. French:

   We have reviewed your responses and have the following
comments.

Proposal No. 5:  Approval of Amended Bylaws
1. If it is management`s view that there is no substantive
difference
between Bylaw No. 1 and Bylaw No. 1A except for the change in the
quorum requirement, please revise the introductory paragraph under
Proposal 5 to provide shareholders with a clear understanding as
to
the reasons for and the significance of adopting Bylaw No. 1A.  As
drafted, the first paragraph relates to the mechanics of the
Business
Corporations Act of Ontario and the process by which Bylaw No. 1
was
repealed and Bylaw No. 1A was made effective.  Rather, the
introductory paragraph should briefly state in lay terms why the
board has chosen to update the bylaws at this time and should
state
explicitly management`s belief that there are no substantive
changes
affecting the rights of shareholders other than the change in the
quorum requirement for conducting shareholder meetings.
2. In the same vein, consider retitling the proposal to reflect
more
accurately the change being proposed, i.e., ratify a new updated
set
of bylaws adopted by the board.  As drafted, the title may suggest
that the company`s bylaws are only being amended and not
completely
updated in the manner described.
3. We note your disclosure that the company has operated "for
several
years" with more than one director.  We note further your
disclosure
that the articles of incorporation allowed a board of between one
and
ten directors whereas the bylaws` narrower provision called for a
board composed of only one director.  Please revise the disclosure
to
identify more precisely the period in which the company was
governed
by a board that varied from the bylaw requirements.  Identify any
significant actions taken by the board during that period and
discuss
the consequences, if any, of such actions by a board that varied
from
what the bylaws specified.
4. Finally, your discussion of the impact of the quorum
requirement
on shareholder rights does not appear to be complete.  It would
appear that the fact that only two shareholders holding at least
an
aggregate of 5% of the outstanding shares could result in the
company`s never having to require proxy solicitations in order to
conduct shareholder meetings.  Moreover, where the passage of a
proposal is conditioned on a plurality of votes cast or a simple
majority vote, for example, the minimum votes required to approve
the
proposal is affected by the reduced quorum.  One clear impact of
this
on shareholders that should be discussed is that the change in the
quorum requirement will make it much easier for management to call
meetings and conduct company business even when as few 5% of the
outstanding shares are represented at a meeting.  Please revise
your
discussion of the impact of the change in the quorum requirement
to
include a balanced discussion of the positive and negative effects
on
shareholders.

      Please direct any questions you may have to Maryse Mills-
Apenteng at (202) 942-1861 or, in her absence, to the undersigned
at
(202) 942-1818.  If you still require further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 942-1800.

							Sincerely,



							Mark P. Shuman
							Branch Chief - Legal