MAIL STOP 0511

									November 17, 2004

Mr. Greg Crowe
President, CEO and Director
Entree Gold Inc.
Suite 1450, 650 West Georgia Street
Vancouver, British Columbia
V6B 4N7
CANADA

Re:	Entree Gold Inc.
      Registration Statement on Form 10-SB
File No. 0-50982
      Filed October 12, 2004

Dear Mr. Crowe,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. The filing must be updated throughout in order to reflect any
changed circumstances resulting from the agreement with Ivanhoe
Mines
Ltd.  We touch briefly below on several of these aspects but all
applicable items in Form 10-SB impacted by the agreement must be
revised.

Description of Business, p. 2

2. Please provide the staff with supplemental information on the
basis under applicable law for the increase in authorized capital
to
an unlimited number of common shares.
3. Please expand upon your disclosure with respect to the
company`s
competitive position and methods of competition, especially in
light
of the recent agreement with Ivanhoe Mines Ltd. and the location
of
Ivanhoe Mines Ltd.`s claim being in the middle of the Lookout Hill
Property.  See Item 101(4) of Regulation S-B.
4. Please briefly indicate why the Costa Rica mineral property was
abandoned.  In addition, indicate the total dollar amount lost on
the
operation including the $200,000 initial cost.
5. It is assumed that Mongol Gazar Co., Ltd. and Ivanhoe Mines
Ltd.
are unrelated to the registrant, its affiliates or their
associates.
If this not the case, appropriate disclosure would be necessary.
6. Robert Cann appears to be a significant employee and the
requirements of Item 401(b) of Regulation S-B should be addressed.
Plan of Operation, p. 6
7. Concerning the anticipated "equity financing" discussed on page
9
and elsewhere, please update the information and clearly indicate
management`s preliminary plans or discussions in this regard.
8. Item 101(b)(12) of Regulation S-B requires disclosure of the
number of total and full-time employees.  Please revise
accordingly.
Risks Associated With Mining, p. 10
9. Please review and revise, if necessary, risk factor 6 in light
of
the recent agreement with Ivanhoe Mines Ltd.
Risks Associated With Our Common Stock, p.15
10. Please revise the page reference to the section entitled
"Market
for Common Equity and Related Stockholder Matters" to p. 34.

Description of Property, p. 17

General Overview of Our Mongolian Licenses, p. 19
11. Please discuss the likelihood of approval for the conversion
from
an exploratory to a mining license.
Security Ownership of Certain Beneficial Owners and Management, p.
27
12. Please obtain beneficial ownership information from CDS & Co.
with respect to the shares you have listed on the chart next to
its
name and revise to include 5% holders, if any, and additional
beneficial holdings of officers and directors.
Certain Relationships and Related Transactions, p. 33
13. The cross-reference to the financial statements is not
sufficient.  Item 404 of Regulation S-B requires specific
disclosure
of material transactions, past or proposed, direct or indirect, of
certain required persons, naming them, their relationship to the
registrant, etc.  Please refer to this Item and include the
required
disclosure under this heading.
Market for Common Equity and Related Stockholder Matters, p. 34
14. Please include disclosure with respect to the shares
apparently
quoted in the United States on the Pink Sheets under the symbol
ETEEF.
15. Please provide the disclosure required by Item 201(a)(1)(iv)
of
Regulation S-K and Instruction 4 thereto.  See Instruction at end
of
Item 201 of Regulation S-B.
Recent Sales of Unregistered Securities, p. 36
16. Please provide the staff with supplemental information
relating
to the bases for the sales listed in this Section.  Specifically,
did
Regulation S apply to any of these sales?  Did Entree Gold comply
with the requirements of Regulation S?  If not, why did the
Securities Act of 1933 not apply?
Form F-X
17. This form should be re-executed as Entree Gold has changed its
jurisdiction of domicile to the Yukon Territory.

Mining Engineers` Comments

General

18. For your property, provide the disclosures required by
Industry
Guide 7 (b).  In particular, please provide more detailed
disclosure
with respect to:
* The location and means of access to the property.
* A map(s) showing the location of your properties in relation to
geographical features and/or political boundaries.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.

Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
19. Insert a small-scale map showing the location and means of
access
to your property.  Note that SEC`s EDGAR program now accepts
digital
maps, so please include these in any future amendments that are
uploaded to EDGAR.  It is relatively easy to include automatic
links
at the appropriate locations within the document to GIF or JPEG
files, which will allow the figures and/or diagrams to appear in
the
right location when the document is viewed on the Internet.  For
more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise, provide the map to the staff for our review.
20. You utilize a significant amount of technical terminology that
is
probably unfamiliar to the average investor.  Revise your filing
to
define technical words through the context of your discussion as
much
as possible.  Provide definitions to the glossary for words that
cannot be adequately defined in the text.  Include in a glossary
only
those geologic or technical terms not understood by the average
investor that cannot be defined in the text.
21. Add a risk factor that addresses that fact that the
probability
of an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability, your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.
22. To the extent that your web site contains disclosures about
adjacent or other properties on which you have no right to explore
or
mine, include the following language along with the following
cautionary note, including the bolding and indenting:
"This web site also contains information about adjacent properties
on
which we have no right to explore or mine.  We advise U.S.
investors
that the SEC`s mining guidelines strictly prohibit information of
this type in documents filed with the SEC.  U.S. investors are
cautioned that mineral deposits on adjacent properties are not
indicative of mineral deposits on our properties."

Our Business, page 2

23. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a)(4).
24. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
25. In the last paragraph on page 2, remove the technical report
referenced as an exhibit.  Industry Guide 7 specifically prohibits
technical studies being attached to registration statements.
26. Supplementally provide a written consent from any experts
whose
name you cite, and/or whose work you incorporate into your
document.
These consents should concur with the summary of the information
in
the report disclosed, and agree to being named as an expert in the
registration statement.
General Overview of Our Mongolian Licenses, Page 18

27. In the second paragraph of this section, it appears that the
terms exploration license and mining license are used
interchangeably.  Clarify whether or not the mining license
referenced, in the second sentence is an exploration license or
your
company has filed to acquire a mining license from the Mongolian
Government.

Exploration, page 20

28. The second paragraph of page 21 refers to grab samples.  As a
general checklist, when reporting the results of sampling and
chemical analyses:
* Disclose only weighted-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
measured area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.

Please revise your text accordingly.
Changes in and Disagreements with Accountants, page 35

29. We note that you engaged Davidson and Company to audit the
financial statements for the year ended December 31, 2003.  If
another independent accountant audited the prior years` financial
statements (and those financial statements were reaudited by
Davidson), please revise this section to include all disclosures
required by Item 304 of Regulation S-B and also file a letter from
the predecessor accountant indicating that firm`s agreement with
your
disclosures or points with which it does not agree.  If Davidson
was
the first independent accountant engaged to audit your financial
statements, please provide a statement to that effect.
Financial Statements

General

30. Please note the updating requirements for the financial
statements pursuant to Item 310(g) of Regulation S-B.
31. We note from your disclosures that you operate a mining
company
in the exploration stage.  If you are a development stage
enterprise
as contemplated by SFAS 7, please revise the financial statements
to
include all necessary disclosures as required by paragraph 11, or
tell us why revision is not required.

Consolidated Balance Sheets, page F-3

32. We note that you have not generated any revenues since
inception,
yet you have receivables recorded at each period end. Please tell
us
supplementally what your receivables represent and cite the
specific
authoritative literature to support your accounting treatment and
classification.
Consolidated Statements of Operations and Comprehensive Loss, page
F-
4

33. Please round all per share amounts to the nearest penny, here
and
on page F-9 (Significant accounting policies - Stock based
compensation).
34. "Loss Before Other Income(Expense)" is a vague term that is
not
contemplated by GAAP or SEC reporting rules and requirements.
Please
revise to delete any subtotals of loss preceding net loss or
replace
the existing subtotal with an appropriately captioned subtotal,
such
as "Loss from Operations." Please ensure that this subtotal
includes
all operating items, such as the effect of settling accounts
payable.
Notes to the Consolidated Financial Statements

Note 7 - Common Stock

Escrow shares, pages F-14 and F-15

35. Tell us and revise to describe how you determine fair value of
the escrowed shares.  In addition, furnish an explanation of how
you
analyzed the literature in determining how to recognize
compensation
relating to the performance escrow shares and identify the
literature
that you are relying upon.  We note that you appear to be relying
in
part upon the guidance set forth in SAB Topic 5.T.
Share purchase warrants, page F-16

36. Please revise your disclosure to include the assumptions and
the
methodology you used to determine the value of the warrants
issued.
Interim financial statements

General

37. Please revise your interim financial statements to conform to
any
changes made as a result of the comments above.

Note 5 - Mineral Property Interests, page F-30

38. We note that the amounts incurred for the six months ended
June
30, 2003 do not agree with the amounts presented in the statement
of
operations for that period.  Please ensure that the total amount
of
mineral property interest costs incurred for the interim periods
agrees with the amounts presented in the applicable statements of
operations or provide a reconciliation in the note.
Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment 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 understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


You may contact David Burton at (202) 942-1808 if you have
questions
regarding comments on the financial statements and related
matters.
Questions on other disclosure issues may be directed to John Zitko
at
(202) 824-5532, or Don Rinehart, who supervised the review of your
filing, at (202) 942-4622.

						Sincerely,


						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	Ethan Minsky
	Fax: (604) 687 - 6314



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Entree Gold Inc.
November 17, 2004
Page 1