By Facsimile: (612) 340-2868 and U.S. Mail

January 24, 2005

Jonathan A. Van Horn, Esq.
Dorsey & Whitney LLP
Suite 1500
50 South Sixth Street
Minneapolis, Minnesota 55402-1498
(612) 340-2600

Re:  	Wheaton River Minerals Ltd.
	Schedule TO-T/A filed on January 14, 2005
	File No. 005-78729

Dear Mr. Van Horn:

	We have the following comment on your above-referenced
filing.

Schedule TO-T Item 10. Financial Statements

1. Prior Comment 1. We note that you have amended your take over
bid circular to include the summary financial statements required by
Item 1010(c) of Regulation M-A.  Item 1010(c)(1) and Section
210.1-02(bb)(ii) of Regulation S-X require gross profit and income or
Loss from continuing operations before extraordinary items and
cumulative effect of a change in accounting principle.  We cannot locate
these items in your summary.  Further, we cannot locate net income per
common share, as required by Item 1010(c)(3) in your summary.  We
note your response to prior comment 3 that neither you nor Wheaton
River currently has fixed charges.  Therefore the ratio of
earnings to fixed charges, as required by Item 1010(c)(4), would not
represent a meaningful measurement for you.

2. Prior Comment 7.  Please advise us regarding why you believe
that payment ten days after expiration would satisfy the prompt payment
requirements of Rule 14e-1(c).  In assessing promptness the
Commission has looked to the "practices of the financial
community" and the following factors:  "current settlement, handling and
delivery procedures relating to tenders made by guaranteed
deliveries by appropriate institutions" and "procedures to cure technical
defects in tenders."  See SEC Release No. 34-16384 (November 29,
1979).

      As appropriate, please amend your filing in response to this
comment.  You may wish to provide us with marked copies of the
amendment, if required, 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 file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 942-2903.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.


Very truly yours,


Celeste M. Murphy
Office of Mergers and Acquisitions