May 2, 2005

Mail Stop 0510

By U.S. mail and facsimile to (250) 656-8860

Mr. Lance Larsen
Chief Executive Officer
Andean Development Corporation
9175 Mainwaring Road
Sidney, BC V8L 1J9 Canada

	RE:  	Form 8-K Item 4.01 filed April 22, 2005
		Form 8-K/A Item 4.01 filed April 28, 2005
		File # 000-28806

Dear Mr. Larsen:

      We have reviewed your filings and have the following
additional comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable.  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
number
listed at the end of this letter.


1. Item 304(a)(1)(ii) of Regulation S-K requires a statement
whether the accountant`s report on the financial statements for
either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles; and a
description of the nature of each such adverse opinion,
disclaimer
of opinion, modification or qualification.  This would include
disclosure of uncertainty regarding the ability to continue as a
going concern in the accountant`s report.

2. The disclosure should also state whether during the
registrant`s
two most recent fiscal years and any subsequent interim period
through the date of resignation, declination or dismissal there
were any disagreements with the former accountant on any matter
of
accounting principles or practices, financial statement
disclosure,
or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of the former accountant, would
have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.  In the event of
disagreement(s) and/or reportable event(s), provide the specific
disclosures required by Item 304(a)(1)(iv) and (v) of Regulation
S-
K.

3. In making any disclosures about consultations with your new
accountants, please ensure you disclose any consultations up
through the date of engagement (actual date).  Refer to
Regulation
S-K Item 304 (a)(2).

Exhibit 16:

4. To the extent that you make changes to the Form 8-K to comply
with our comments, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the
accountant
agrees with the statements made in your revised Form 8-K.

General

5. As requested in our comment letter dated April 25, 2005,
please
provide the three acknowledgements in your next response to us.
These are:

* The Company is responsible for the adequacy and accuracy of
the
disclosure in their filings;

* Staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff 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.


*  *  *  *  *

	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require.  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 in the filing reviewed by the staff 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.

      Please file your amended Form 8-K and your supplemental
response via EDGAR in response to these comments within 5
business
days of the date of this letter.  Please note that if you
require
longer than 5 business days to respond, you should contact the
staff immediately to request additional time.  You may wish to
provide us with marked copies of each amended filing to expedite
our review.  Direct any questions regarding the above to the
undersigned at (202) 824-5525.

								Sincerely,



								Ryan Rohn
								Staff Accountant
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Mr. Lance Larsen
Andean Development Corporation
May 2, 2005
Page 1 of 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE