UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      February 28, 2006

Mr. Laurence Stephenson
Chief Executive Officer
Sutcliffe Resources Ltd.
625 Howe Street, Suite 420
Vancouver, British Columbia, Canada V6C 2T6

      Re:	Sutcliffe Resources, Ltd.
		Registration Statement on Form 20-F/A#3
      Filed October 13, 2005 and amended January 31, 2006
		File No. 0-51570

Dear Mr. Stephenson:

      We have reviewed your January 31st response letter and
amended
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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

      We remind you that the Form 20-F registration statement
becomes
effective automatically under the Exchange Act 60 days from
October
13, 2005, the date you first filed it.  The Exchange Act reporting
requirements become operative at that time.
Form 20-FR amendment 3
Forward-Looking Statements, page 3
1. We note your response to comment 4 and reissue it.  You are
responsible for the accuracy of your disclosures in your filings.
You
cannot disclaim such responsibility by including statements such
as
"[t]he Company undertakes no obligation to publicly update or
revise
forward-looking statements herein to reflect events or
circumstances
that may arise after the date of this Registration Statement."
Please
revise.
Financial Statements
2. Your response to comment 5 of our January 13, 2006 comment
letter
inappropriately states that US GAAP only allows acquisition costs
to
be capitalized upon receiving a bankable feasibility study.
Please
call us to discuss your accounting for acquisition and exploration
costs under US GAAP. In addition, please explain why you believe
that
no formal impairment analysis was required under SFAS 144 and
specify
the methodology you used to determine "prevailing costs for
comparable
properties of merit".  Please identify the properties that you
felt
were comparable and why.
3. Please send us a reconciliation of the revisions to "applicable
figures" that you refer to in the last paragraph on page 2 of your
January 31, 2006 response, explaining the reason for each change
that
you made in your amended filing.

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 to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment 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 Barry Stem, Senior Assistant Chief
Accountant, at
(202) 551-3763 if you have questions regarding comments on the
financial statements and related matters.  Please contact Carmen
Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned at
(202) 551-3707 with any other questions.

      Sincerely,


      H. Roger Schwall
      Assistant Director


cc:	J. Weitzel
	B. Stem
	G. Schuler
      C. Moncada-Terry













Mr. Laurence Stephenson
Sutcliffe Resources, Ltd.
February 28, 2006
Page 3