6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period   January 2009            File No.    0-52508

Strathmore Minerals Corp.

 (Name of Registrant)

700 – 1620 Dickson Avenue, Kelowna, B.C. Canada V1Y 9Y2

(Address of principal executive offices)

1.

Notice of Change of Auditor

2.

Letter from Former Auditor

3.

Letter from Successor Auditor

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.     

FORM 20-F  ___

FORM 40-F _X_

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.     

Yes _____

No  X

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Strathmore Minerals Corp.

(Registrant)

Dated: January 8, 2009 By:   /s/  Bob Hemmerling Bob Hemmerling, Corporate Secretary

EX-99.1

December 19, 2008

TO:

British Columbia Securities Commission

Alberta Securities Commission

The Board of Directors of Strathmore Minerals Corp. (the "Corporation") has resolved to propose to the shareholders of the Corporation at the next annual general meeting of the shareholders of the Corporation. that successor auditors, Ernst & Young LLP, Chartered Accountants, be appointed the auditors of the Corporation. The former auditors, Deloitte & Touche LLP has agreed to resign as auditors of the corporation effective as of December 19, 2008, and such has been approved by the Corporation's audit committee and the board of directors.

TAKE NOTICE THAT:

1.

The former auditor has not issued an opinion on the Corporation's financials statements for the two most recently completed fiscal years as they were appointed subsequent to their completion.

2.

In the opinion of the Corporation, as at the date hereof, there have been no Reportable Events (as such term is defined in National Instrument 51-102) in connection with the audits for the period commencing at the beginning of the Corporation's two most recently completed financial years.

STRATHMORE MINERALS CORP.

EX-99.2

Deloitte & Touche LLP 2800 - 1055 Dunsmuir Street 4 Bentall Centre P.O. Box 49279 Vancouver, BC V7X 1P4 Canada
Tel:  604-669-4466 Fax:  604-685-0395 www.deloitte.ca

January 7, 2009

British Columbia Securities Commission

Alberta Securities Commission

Dear Sirs:

Re: Strathmore Minerals Corp. (the Corporation)

As required by National Policy 51-102 (NI 51-102), we have reviewed the information contained in the Corporation's Notice of Change of Auditor dated December 19, 2008 and we do not disagree with the information contained in such notice.

Our understanding is that the notice will read as follows:

The Board of Directors of Strathmore Minerals Corp. (the Corporation) has resolved to propose to the shareholders of the Corporation at the next annual general meeting of the shareholders of the Corporation, that successor auditors, Ernst & Young LLP Chartered Accountants, be appointed the auditors of the Corporation. The former auditors, Deloitte & Touche LLP has agreed to resign as auditors of the corporation effective as of December 19, 2008, and such has been approved by the Corporation's audit committee and the board of directors.

TAKE NOTICE THAT:

1.

The former auditor has not issued an opinion on the Corporation's financial statements for the two most recently completed fiscal years as they were appointed subsequent to their completion.

2.

In the opinion of the Corporation, as at the date hereof. there have been no Reportable Events (as such term is defined in National Instrument 51-102) in connection with the audits for the period commencing at the beginning of the Corporation's two most recently completed financial years."

We understand that the Notice of Change of Auditor, along with this letter and a similar letter from Ernst & Young LLP will be provided to the Company's registered shareholders with the meeting materials relating to the Company's next general meeting of shareholders.

Yours very truly.

Chartered Accountants

Cc:

Strathmore Minerals Corp.

Ernst & Young LLP

EX-99.3

5 January 2009

To:

British Columbia Securities Commission

Alberta Securities Commission

Dear Sirs/Mesdames:

Re:

Strathmore Minerals Corp.

We have read the Notice of Change of Auditor (the "Notice") dated December 19, 2008 delivered to us by Strathmore Minerals Corp. (the "Company") in respect of the Company's determination that Deloitte & Touch LLP will no longer serve as the auditor of the Company and that Ernst & Young LLP has been recommended for appointment to the office of auditor of the Company at the next annual general meeting of the shareholders of the Company.

Pursuant to National Instrument 51-102 — Continuous Disclosure Obligations, please accept this letter as confirmation by Ernst & Young LLP that we have read the Notice and, based on our knowledge as at the time of receipt of the Notice, we agree with each of the statements contained therein that pertains to this Firm.

Very truly yours,

Chartered Accountants

Licensed Public Accountants

Cc:

Strathmore Minerals Corp.

Deloitte & Touche LLP