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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      August 31, 2006

VIA U.S. Mail

Mr. Robert M. Shields, Chief Executive Officer
Piedmont Mining Company, Inc.
18124 Wedge Parkway, Suite 214
Reno, Nevada 89511


      Re:	Piedmont Mining Company, Inc.
		Amendment 1 to Registration Statement on Form SB-2
      Filed August 22, 2006
		File No. 333-135376

Dear Mr. Shields:

      We have reviewed your response letter dated August 16, 2006,
and
the revised registration statement, and we 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form SB-2/A-1 filed August 22, 2006

Signatures

1. Please provide all of the required signatures.  Refer to
Instructions for signatures (1) of Form SB-2.

Financial Statements

Consolidated Balance Sheets, page F-3

2. We have considered your response to prior comment number 17
where
you indicate that you have applied the concepts of SFAS 19 by
"expensing G&G costs but capitalizing lease payments, drilling
costs,
etc."  Please note that we are unable to agree with your
conclusions
because, as stated in guidance provided on our website,
exploration
costs for a mining company in the exploration stage should be
expensed
as incurred until the determination has been made that a
commercially
minable deposit exists.  Note that mineral rights, as defined by
EITF
04-2, "as the legal right to explore, extract, and retain at least
a
portion of the benefits from mineral deposits," should be
capitalized.
Paragraph 7 of EITF 04-2 indicates that "Mineral rights include
prospecting and exploration permits if they include an option for
the
entity to acquire the rights to extract and retain at least a
portion
of the benefits from the mineral deposits."  As such, please
revise
your accounting as necessary and provide us with a detailed
summary
schedule of the costs you have included in the line item
Exploration
projects for the periods presented that will support your
revisions.
If you continue to disagree with our position, please contact us
to
further discuss your position.

8. Stock Based Compensation and Other Equity Transactions, page F-
11

3. We note your statement on page F-14 that you estimated the
total
fair market value of warrants to purchase 6,653,666 shares of
common
stock to be $151,043.  Please reconcile this disclosure to the
amount
presented on your Consolidated Statements of Stockholders` Deficit
on
page F-5 of $45,435.


* * * * *
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 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 Act of 1933
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.

	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 Jennifer Goeken at (202) 551-3721 or Jill
Davis,
Accounting Branch Chief, at (202) 551-3683 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) 551-3740 with any other
questions.

      				Sincerely,



      					H. Roger Schwall
      Assistant Director

cc: 	J. Goeken
	J. Davis
	G. Schuler
	C. Moncada-Terry

      VIA FACSIMILE
      Scott Bartel
      Bullivant Houser Bailey PC
      916-930-2501
Mr. Robert M. Shields
Piedmont Mining Company, Inc.
August 31, 2006
Page 4