MAIL STOP 0511

									January 14, 2005

Mr. Brian Power
President
Golden West Brewing Company, Inc.
945 West 2nd Street
Chico, CA  95928

Re:	Golden West Brewing Company, Inc.
Registration Statement on Form SB-2
File No. 333-121351
      Filed December 16, 2004

Dear Mr. Power,

      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. Please update your registration statement throughout in order
to
reflect the current status of the acquisition of the assets of
Butte
Creek LLC, which we note from your disclosure was to have closed
on
January 2, 2005, pending regulatory approval.
2. The file you submitted on EDGAR contains page references which
have been left blank and the document itself is unpaginated.
Please
include page numbers as required by Item 502(a) of Regulation S-B
and
provide accurate page references throughout the prospectus.
3. The term "Company" is a vague, abstract term.  Rather than use
plain vanilla "Company" to refer to your company, use your actual
company name or a shortened version of it throughout your
document.
Prospectus Cover Page
4. We note the statement that the offering will remain open until
all
of the shares offered are sold or 90 days from the date of the
prospectus.  A prompt and continuous offering under Rule 415(a)(2)
of
Regulation C may not extend beyond 2 years.  Please revise your
offering period accordingly.

Inside Front and Outside Back Cover Pages of Prospectus
5. In the table of contents, please indicate the page number of
the
various sections or subdivisions of the prospectus, as required by
Item 502 of Regulation S-B.  Please also note that you must
include
the table of contents immediately following the cover page in any
prospectus you deliver electronically.
6. Please include the Dealer Prospectus Delivery Obligations
required
by Item 502(b) of Regulation S-B.
Summary
7. Please include the complete mailing address for your company,
including zip code.
8. Please reconcile the statement that regulatory approvals will
be
obtained within the next 60 days with your statement that you
expect
such approvals to be obtained by the scheduled closing date of
January 2, 2005.
9. If the acquisition of Butte Creek Brewing Company LLC has not
yet
closed, please revise your disclosure throughout to state the time
period within which the transaction must close or trigger Golden
West
Brewing`s stated obligation to return all subscription amounts to
investors, without deduction or interest.
10. We note the disclosure that "Once the minimum offering is
sold,
and subject to our having completed our acquisition of Butte
Creek,
the proceeds of the offering will be released from escrow and
delivered to the Company.  If the offering is terminated without
achieving the minimum sale of 400,000 shares, or because we were
unable to complete the acquisition of Butte Creek, all
subscriptions
will be returned to the investors, without deduction or interest."
The Escrow Agreement does not appear to provide for the return of
investors` funds in the event the acquisition does not close.
Please
advise or revise your disclosure accordingly.
11. Please revise the disclosure regarding the escrow arrangement
to
clearly state that if you are unable to raise the minimum, funds
will
be "promptly" returned to investors.

Pro Forma Capitalization Table

12. The column heading titled "Actual" may confuse investors,
since
the column is based on pro forma information, assuming that the
acquisition had been consummated.  Please change the column
heading
to "Unadjusted" or another alternative caption.  Also, the
1,500,000
shares outstanding used in the "Actual" column are as of December
15,
2004, which is inconsistent with the September 30, 2004 date that
was
used to prepare the pro forma financial information.  Please
revise
your disclosure to be consistent.
Risk Factors

13. Many of your risk factor subheadings only state facts and
uncertainties.  Please revise these subheadings to ensure that
they
reflect the material risks that you discuss in the text.
14. The second, fourth, thirteenth, and twentieth risk factors are
generic risks that should be removed.
15. The risk to investors is unclear in the third risk factor.
Please revise to clearly disclose the risk or remove.
16. Consider revising the twelfth risk factor subheading to
indicate
the seasonal nature of your business, as discussed in the
narrative.
17. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Each factor must also explain how it applies to your
company or your offering.  For example, the sixth, sixteenth,
twenty-
first, twenty-eighth, thirtieth, thirty-third, and thirty-fourth
risk
factors are generic in nature.  These risk factors should be
revised,
deleted, or moved to another section of the prospectus as
appropriate.
18. To the extent possible, please avoid the generic conclusion
that
you make in several of your risk factors that the risk discussed
would have a adversely affect your business or operations.
Instead,
replace this language with more specific disclosure of how your
financial condition would be affected as well as putting the risk
in
context by making the magnitude of the risk clear.  See risk
factors
7, 10, 12, 14, 18, 20, 21, 23-32, and 34.
19. Please revise the sixteenth risk factor narrative to discuss
the
risk to the company and/or investors.
20. Please reconcile your statement in risk factor seventeen that
you
"do not claim and do not believe that [you] can protect the
recipes
and formulas that [you] use in developing and manufacturing [your]
craft beers" with your disclosure under "Trademarks and
Intellectual
Property" that you protect all of your beer recipes with
confidentiality and non-disclosure agreements.
21. Please reconcile your disclosure with respect to ownership/use
of
the trademark "Mt. Shasta Ale" in risk factor eighteen with that
contained under the section heading "Trademarks and Intellectual
Property."  Does Golden West Brewing own such rights?
22. It appears that management lacks beer brewing experience or
experience running brewing operations.  Please add a risk factor
or
advise supplementally.
23. Consider combining risk factors twenty-six and thirty-four, as
both discuss environmental regulations.
24. Please add a risk factor discussing the going concern raised
in
the independent auditor`s report.
25. We note the disclosure in the MD&A section that the company
has
pledged substantially all its assets to secure some notes.  Please
add a risk factor discussing the resulting risk to the company and
investors.
Determination of Offering Price
26. Please combine the two sections entitled "Determination of
Offering Price" contained in your prospectus and remove any
duplicative disclosure.
Use of Proceeds
27. We note the allocation of proceeds to the repayment of debt.
Please state the interest rate and maturity, and, if the debt was
incurred within one year, describe the use of the proceeds of the
debt, as required by Instruction 1 to Item 504 of Regulation S-B.
Also, clearly disclose the amount of debt that will be repaid to
officers, directors, or related parties.
28. Please add a column in the table showing the allocation of
proceeds at the midpoint between the minimum and maximum offering
amount.  Provide similar revision to the dilution table.
29. Please provide more specificity concerning the line item
Working
Capital.  Your attention is directed to Item 504 Regulation S-B.
30. We note that working capital may be used to pay employee and
officer salaries and benefits.  Please disclose the amount of
proceeds that will be paid to officers and directors.
31. We note the fifth risk factor stating management may change
the
use of proceeds from this offering.  We also note the disclosure
in
this section that the use of proceeds are management`s best
estimate,
that the actual expenditures could vary considerably and "any
reallocation of the net proceeds of the offering will be made at
the
discretion of our Board of Directors."  You may reallocate your
use
of proceeds if you clearly discuss the circumstances that would
require management to alter the use of proceeds from this offering
and discuss alternatives to the currently stated used.  Please
refer
to Instruction 7 to Item 504 of Regulation S-K for guidance.
Dilution
32. In the first paragraph of this section, it appears the per
share
number should be $(.03) rather than $(0.3).  In addition, please
clarify how the dollar amount of $(51,248) was determined, based
on
the pro forma stockholders` deficit of $(48,025) and the $15,000
of
capitalized offering costs.
Safe Harbor for Forward-Looking Statements
33. Please be advised that Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act expressly state that
the
safe harbor for forward looking statements does not apply to
statements made by companies that issue penny stock.  In your next
amendment, please either:
* delete any references to the Private Securities Litigation
Reform
Act; or
* make clear, each time you refer to the Private Securities
Litigation Reform Act, that the safe harbor does not apply to your
company.

Management`s Discussion and Analysis
34. We note the statement that after the acquisition you plan to
expand capacity, increase sales and reduce operating losses.
Please
clearly disclose that there is no guarantee you will be able to
achieve this plan.
35. Golden West Brewing should present the most important
information
most prominently.  Consider providing an executive-level overview
that provides context for the remainder of the discussion.  The
Management`s Discussion and Analysis ("MD&A") section is one of
the
most critical aspects of Form SB-2.  As such, we ask that you
revise
this section to discuss the events, trends, risks and
uncertainties
that management views as mostly critical to the company`s
revenues,
financial position, liquidity, plan of operations, results of
operations and any material commitments for capital expenditures
and
the expected sources of funds for such expenditures.  For example,
the overview should not simply be a repetition of the business
description.  In an effort to assist you in this regard, please
refer
to the Commission Guidance Regarding Management`s Discussion and
Analysis of Financial Condition and Results of Operations, Release
No. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/inerp/33-
8350.htm.  This guidance is intended to elicit more meaningful
disclosure in MD&A in a number of areas, including the overall
presentation and focus of MD&A, with general emphasis on the
discussion and analysis of known trends, demands, commitments,
events
and uncertainties, and specific guidance on disclosures about
liquidity, capital resources, and critical accounting.  We remind
you
that the purpose of MD&A is to provide investors with information
relevant to an assessment of the financial condition and results
of
operations of the registrant.  This section must provide a
narrative
explanation of the company`s financial statements so that
investors
may see the company through the eyes of management and be able to
analyze the quality of, and potential variability of, the
company`s
earnings and cash flow.
36. Please provide greater discussion of the reasons for the
material
changes in the line items.  For instance, discuss why direct sales
to
retailers increased.  Also, please compare the actual cost of
goods
sold, and gross profit for each period.
37. Please disclose the cash balance as of the most recent
practicable date and disclose how long you can currently satisfy
your
cash requirements.
38. We note the two lines of credit.  Name the institution(s)
providing the lines of credit, disclose all material terms and
file
as exhibits.  Disclose whether you are in compliance with all
covenants, conditions and provisions.
39. Disclose the material terms of the note payable and file as an
exhibit.
40. We note the delinquent payables.  Discuss the impact these
delinquencies could have upon your business operations.
41. Please revise your discussion of your operating results for
each
period after incorporating all of the accounting comments.  In
addition, rather than discussing operating expenses in total,
please
discuss each major classification of operating expense separately.
42. Please incorporate into the MD&A section the following items
which are disclosed in other portions of the document:
* A discussion of your current production rate and your target
break-
even production rate.
* The fact that your financial statements contain a going concern
qualification.
* Your planned use of the offering proceeds for future capital
expenditures of $50,000, including the approximate time frame in
which these purchases will likely be made.
* Your intention to substantially increase your sales and
marketing
and general and administrative expenses, as disclosed in your
second
risk factor.

Please revise your disclosures accordingly.  In addition, please
include a discussion of your critical accounting policies and
estimates in the MD&A section.

Business
Background and Overview

43. We note the subsidiary was formed on November 19, 2003, a
month
before you, the parent company, were formed.  Please explain.
44. Please update the amount advanced to Butte Creek as of the
most
recent practicable date.  We note that the asset purchase and sale
agreement provides for the entire payment to be made by December
31,
2004.
45. Please disclose any affiliation or relationship between Golden
West, its officers, directors or affiliates and Butte Creek, its
officers, directors or affiliates.
46. Please disclose the statutory exemption to be relied upon for
the
issuance of 200,000 shares of common stock in connection with the
acquisition of Butte Creek.
47. We note that the amount of common stock to be issued in the
acquisition is subject to a working capital adjustment.  Please
summarize the adjustment formula.
License

48. Please discuss the likelihood of obtaining a license for
Golden
West Brewing Company, Inc. from the California Department of
Alcoholic Beverage Control in light of what appears to be the
revocation of License # 300345, issued to John C. Power, Brian E.
Power, and Mark R. Power.
The U.S. Beer Industry
49. Please provide the date the New Brewer published the survey
referenced in this section.

Development of Craft-Brewing Industry
50. Please provide the basis for the statement that "consumers
have
been drinking less (per capita consumption of beer has declined
every
year since 1990) but have been `trading up` to beers with more
flavor
and character."

Craft Beer Industry Segment
51. Please provide the source of the production volume and percent
in
2003.

Ingredients and Raw Materials
52. Please name all principal suppliers.  We note the disclosure
that
there is high demand and limited quantities of organic hops.

Sales and Distribution
53. Please name each major customer and disclose, individually,
the
percent of revenues attributable to each.

Trademarks and Intellectual Property
54. Please clarify the nature of your right to the Mt. Shasta Ale
name.  Were you assigned the name and website or simply assigned
the
right to use the name and website?  The agreement should be filed
as
an exhibit.  Also, please disclose Golden West`s potential
liability
for use of the "Mount Shasta Ale" beyond discontinuance of use.
55. Please disclose your use of the www.buttecreek.com domain.
Facilities
56. We note that a California Small Beer Manufacturer license
(#409651), issued to Bison Brewing on May 7, 2004, lists 945 West
2nd
Street, Chico, California as the address for Bison Brewing.
Please
disclose whether Bison Brewing or any other entity possesses an
ownership interest in the same facilities as Butte Creek.
Employees and Consultants
57. Please update the number of employees as of the most recent
practicable date.
58. Please disclose the amount spent during each of the last two
fiscal years on research and development activities, as required
by
Item 101(b)(10) of Regulation S-B.

Directors, Executive Officers and Key Employees
59. Please disclose the business of each company listed in this
section, unless the business is clear from the name.
60. Please disclose the facts concerning the bankruptcy of
Yellowstone Gateway Resorts LLC.
61. Explain to us supplementally Item 5.18 of the Asset Purchase
and
Sale Agreement, which states, "The Company has terminated the
employment of all employees of the Business."
Director Compensation
62. Please revise your disclosure to include compensation for your
chief financial officer, as your description for this section
states
that you do.
63. Please include the disclosure regarding the compensation paid
to
the CEO of Butte Creek.
64. Please update your disclosure to cover compensation for the
2004
fiscal year.
Certain Relationships and Related Transactions
65. Update this section to the latest practicable date.
66. Please disclose the names of the four investors issued shares
as
described in this section.  Also, disclose the date the shares
were
issued.
67. The purchase and subsequent sale of your existing facility, as
disclosed in note 8 to the financial statements should be included
in
this section.
68. Please provide the address for each beneficial owner.  The
company`s address may only be used for executive officers and
directors.
69. Please include Mr. Brian Power in the beneficial ownership
table.
The Offering
70. Please include a description of the conditionality of the
offering upon closing the Butte Creek acquisition, as disclosed
elsewhere in the registration statement.
71. Please reconcile your statements within this section that you
are
selling Units, as opposed to common stock.
72. Please provide an analysis as to how each officer and director
who will be participating in this offering meets the requirements
of
the safe harbor of Rule 3a4-1.  Also, please provide the staff
with
your analysis, supplementally, as to why John C. Power, Brian
Power,
or J. Andrew Moorer should not be considered associated persons of
broker-dealers due to their disclosed business activities.
Description of Securities
73. The statement that "the issued and outstanding shares of
common
stock are validly issued, fully paid, and non-assessable" is a
legal
conclusion the company is not qualified to make.  Either attribute
these statements to counsel and file counsel`s consent to be named
in
this section, or delete the statement.
74. Please disclose the number of shares of common stock that
could
be sold pursuant to Rule 144, as required by Item 201(a)(2)(ii) of
Regulation S-B.
Additional Information
75. Please provide the SEC address, as required by Item 101(c)(3)
of
Regulation S-B.

Financial Statements - Golden West
76. We note that you have recorded a stock subscription receivable
of
$22,500 at September 30, 2004, and also sold common stock for net
proceeds of $22,000 in December 2004.  Based on your description,
these appear to be two separate transactions.  As discussed in
Staff
Accounting Bulletin Topic 4.E., a receivable relating to the sale
of
stock should be classified as a deduction from stockholders`
equity
rather than an asset, unless the note is paid in cash prior to the
date of the financial statements, and the date of such payment is
disclosed in the notes to the financial statements.  Please revise
the financial statements and related disclosures accordingly.
77. We note that the advances made to Butte Creek were expensed by
recording a full valuation allowance at each balance sheet date.
We
believe these amounts should be treated as an investment in Butte
Creek rather than being written off.  Please revise the financial
statements and related disclosures accordingly.
78. In the cash flow statements for the period from inception
through
September 30, 2004, and for the period from inception through
December 31, 2003, your treatment of the stock issued in exchange
for
assets appears inconsistent with the disclosure in Note 1.  Please
revise the cash flow statement for each period to reflect this
transaction as a non-cash activity in accordance with FAS 95.
79. In Note 1, in the paragraph regarding interim financial
statements, please correct the reference made to changes in
members`
deficit to match the language used in the financial statements.
80. Expand Note 3 to disclose the outstanding balance of the two
loans with Ford Credit as of the balance sheet date.
81. In Note 9, you disclose the adoption of your 2004 Equity
Incentive Plan in December 2004, stating that no options are
currently outstanding under the plan, and that a total of 500,000
shares are reserved for future issuance.  However, under the
section
titled Shares Eligible for Future Issuance in your Description of
Securities, you state that there are currently outstanding options
exercisable to purchase 200,000 shares.  Please revise your
disclosure as appropriate to clarify this discrepancy.  If there
are
any options currently outstanding, please revise your financial
statements to include all of the disclosures required by APB 25,
FAS
123 and FAS 148.
Financial Statements - Butte Creek
82. Please expand your disclosure in Note 1 regarding your revenue
recognition policy to address each of the criteria in SAB 104 as
they
pertain to your business.  Discuss significant terms of the
company`s
sales to distributors, including any return rights or other post-
delivery obligations, and their impact on revenue recognition.
83. Please tell us whether you offer any customer incentives in
connection with the purchase or promotion of your products, such
as
discounts, coupons, rebates, slotting fees, and other
consideration.
If so, please disclose the accounting treatment of these items in
a
footnote, including the statement of earnings line item in which
each
of these types of consideration is included.  If material, expand
MD&A to discuss the impact of these items on current and future
operations.  See EITF 00-22 and 01-09.
84. Please expand your disclosure in Note 1 regarding inventories
to
include your policies regarding excess and obsolete inventories.
We
note that in the risk factors, you state that your packaged beer
has
a shelf life of 120 days, which may result in material losses from
inventory write-downs.  Disclose the amount of inventory written-
off
during each period presented and the financial statement line item
that includes the expense.
85. Your disclosures regarding the gain on the sale of your
building
in Note 8 and in the cash flow statement are unclear.  Please
revise
your disclosure to clarify how the sale of the property for
$400,000
resulted in cash proceeds of $320,684 and a net capital gain of
$98,007, when the property was purchased for $208,009.
Pro Forma Financial Statements
86. Revise the pro forma presentation to reflect any revisions
made
to the financial statements of Golden West and Butte Creek as a
result of the above comments.
87. Expand the notes to the financial statements to provide the
disclosures required by paragraphs 51 and 52 of SFAS 141,
including:
* the primary reasons for the acquisition and a description of
factors that contributed to a purchase price that results in
recognition of goodwill,
* the cost of the acquired entity and the major components of the
purchase price, including the value assigned to the common stock
and
the basis for determining that value,
* a schedule showing the allocation of the purchase price to the
assets and liabilities of the acquired company,
* the total amount assigned to any intangible asset class and the
related amortization periods.

Tell us supplementally how you determined the allocation of the
purchase price, including the methodology used to value assets and
any identifiable intangible assets.

88. Supplementally clarify the treatment of the approximately
$377,000 recorded to goodwill.  Refer us to the specific
accounting
guidance that supports the treatment of the goodwill and related
"valuation allowance."  Explain to us why such a large portion of
the
purchase price was recorded to goodwill rather than to
identifiable
intangible assets.  Describe the analysis performed by management
to
identify such intangible assets, and explain why Butte Creek`s
trademarks, tradenames, customer lists and relationships, recipes
and
employment contracts or noncompetition agreements have not been
recognized apart from goodwill.  See paragraphs 39 and A14 - A28
of
SFAS 141.
89. The accumulated deficit for the combined entity should be
equal
to the accumulated deficit of the accounting acquirer, adjusted
for
any acquisition related charges that are nonrecurring in nature
and
that will be recorded in net income or loss within the 12 months
following the transaction.  Revise the pro forma presentation to
clearly show the nature of adjustments made to the accumulated
deficit of the acquirer.  Revise the notes to explain each
adjustment
and, if necessary, the accounting guidance management relied upon
in
making such adjustment.
90. To the extent that any amortizable intangible assets are
recorded, the pro forma statements of operations should include
adjustments for the amortization expense that would have been
recorded if the transaction had occurred at the beginning of each
period presented.  This pro forma income adjustment would not be
reflected in the pro forma balance sheet.  As such, intangible
assets
shown in the pro forma balance sheet would not be reduced for
amortization.
91. Please ensure that all intercompany balances and transactions
are
eliminated, if applicable, after you have made the requested
revisions.  For example, your current pro forma disclosure appears
to
include losses resulting from the valuation allowances against the
advances to Butte Creek.
Part II
Recent Sales of Unregistered Securities
92. Provide the disclosure required by Item 701(b) of Regulation
S-B.
Identify the persons or class of persons who purchased the
securities.
93. We note your reliance upon Section 4(2) as an exempt from
registration for each transaction.  Indicate the facts and
circumstances relied upon to make the exemption available for each
transaction.  See Item 701(d) of Regulation S-B.  We may have
further
comment.
94. Please break down the type and amount of consideration
received
in the December 2003 transaction.
95. Please provide the disclosure required by Item 701 of
Regulation
S-B for the options issued by the company.
Exhibits
96. Please file as exhibits the executed copies of the Articles of
Incorporation, Bylaws, Fund Escrow Agreement and the Asset
Purchase
and Sale Agreement.  The escrow agreement should include the fee
terms and those terms should be disclosed in the prospectus.
Investor Subscription Agreement
97. We note the statement that the execution of the subscription
agreement is an irrevocable offer to purchase the number of shares
stated.  Advise us how, under applicable state law, the offer to
subscribe to purchase shares can legally be an irrevocable offer
to
purchase those shares.  We may have further comment.
Legal Opinion
98. Please explain the statement that the legality opinion relates
to
"...the sale of 1,000,000 shares or Common Stock..."
99. Revise your legality opinion to indicate that opinion opines
upon
Delaware law including the Delaware Constitution, all applicable
provisions of the statutory provisions, and reported judicial
decisions interpreting those laws.
100. We note the statement that counsel is licensed to practice
law
in Colorado and not licensed in the state of Delaware.  Counsel
may
not qualify the opinion as to jurisdiction.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 filings 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Carlton Tartar at (202) 824-2847 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  Pamela Howell, who supervised
the
review of your filing, at (202) 942-1954.

						Sincerely,



						John Reynolds, Assistant Director
						Office of Emerging Growth Companies


cc:	Clifford L. Neuman
	Fax:  (303) 449-1045




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Golden West Brewing Company, Inc.
January 14, 2005
Page 1