The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Telephone (713) 524-4110

 Facsimile (713) 524-4122

January 11, 2010

Ms. Tracey L. McNeil, Attorney-Advisor

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Telephone Number: (202) 551-3392

Fax Number: (703) 813-6982

Re:	Sandalwood Ventures, Ltd.
	Amendment No. 1 to Registration Statement on Form S-l
	File Number 333-162557
	Filed November 30, 2009

Dear Ms. McNeil,

In response to your comment letter dated December 29, 2009, Sandalwood Ventures, Ltd. (the “Company,” “Sandalwood,” “we,” and “us”) has provided its response below.

Interim Balance Sheet, Page F-2

1. Please include a balance sheet as of June 30, 2009, the end of your preceding fiscal year, in your interim balance sheet to comply with Rule 8-03 of Regulation S-X.

RESPONSE:

The Company has revised is interim balance sheet to include a balance sheet as of June 30, 2009, to comply with Rule 8-03 of Regulation S-X, as you have requested.

Regards,

/s/ John S. Gillies

John S. Gillies

Associate