Duncan Copeland

Chief Executive Officer

October 5, 2007

VIA EDGAR

Mr. Mark Kronforst

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Kronforst:

Re: Northcore Technologies Inc. (the “Company”)

Form 20-F for Fiscal Year ended December 31, 2006  - Filed June 25, 2007

File No. 001-14835

Further to your letter dated August 7, 2007 of comments on the Company’s annual report on Form 20-F for the year ended December 31, 2006 and as agreed during our conversation with Mark Shannon, Staff Accountant, on September 4th, 2007, the Company is filing amendment No. 2 on Form 20-F/A (Amendment No. 2) to its 2006 annual report on Form 20-F to reissue the audit report of our predecessor auditor Deloitte and Touche LLP for the year ended December 31, 2004, which has been revised to reflect that the Deloitte audit was conducted before the effects of the retrospective adjustments for the Company’s discontinued operations discussed in Note 4 to the consolidated balance sheet of the Company as at December 31, 2004, and the consolidated statements of operations, deficit and cash flows for the year then ended.

In connection with the preparation of this response the Company acknowledges that:

·   the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·   staff comment or changes to disclosure in response to staff comments do not foreclose the Commission from taking ay 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.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned, at 416-640-0400 extension 360.

Sincerely,

“Duncan Copeland”

Duncan Copeland

Chief Executive Officer

Northcore Technologies Inc.

302 The East Mall, Suite 300, Toronto, ON Canada M9B 6C7 Tel: 416-640-0400 ● Fax: 416-640-0412 ● www.northcore.com