Lang Michener LLP
Lawyers - Patent & Trade Mark Agents

Vancouver
Toronto
Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117
Vancouver, British Columbia, Canada V6E 4N7
Telephone (604) 689-9111
Facsimile (604) 685-7084

File Number: 56774-30

Web site: www.langmichener.com

Direct Line: (604) 691-6842
Direct Fax Line: (604) 893-2361
E-Mail: jschmidt@lmls.com

October 18, 2007

VIA FAX AND MAIL
MAIL STOP 7010
EDGAR CORRESPONDENCE

The United States Securities
and Exchange Commission
Division of Corporate Finance
450 Fifth Street, NW
Washington, D.C. 20549-7010

Attention: Mr. John W. Madison, Attorney

Dear Mr. Madison:

LINCOLN GOLD CORPORATION (the “Company”)
Form S-4 Registration Statement (the “Form S-4) originally filed September 11, 2007,
as amended by Amendment No. 1 filed on October 10, 2007 (“Amendment No. 1)
SEC File No. 333-145978

As discussed with you, we are filing Amendment No. 2 to the Form S-4 (“Amendment No. 2”). The Company’s audited financial statements for the year ended December 31, 2006 and unaudited interim financial statements for the period ended June 30, 2007, as well as Appendix D containing a copy of the Company’s proposed form of bylaws, were inadvertently omitted from Amendment No. 1. Attached hereto are redlined pages showing the changes that have been made to Amendment No. 1. There are no other changes to Amendment No. 1, other than to insert the missing financial statements and Appendix D, neither of which have changed from the original Form S-4 filed on September 11, 2007.

Yours truly,

/s/ Josh Schmidt

Josh Schmidt
for Lang Michener LLP

JDS/jl
Encl.