[INTERNATIONAL URANIUM LOGO]


May 31, 2006


United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.W., Mail Stop 7010
Washington, D.C.
20549

VIA FACSIMILE: 1-202-772-9368
- -----------------------------

ATTENTION:    JILL S. DAVIS, BRANCH CHIEF
              JONATHAN DUERSCH

RE: INTERNATIONAL URANIUM CORPORATION
    FILE NUMBER 0-24443
    FORM 20-F FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005
    SEC COMMENT LETTER DATED APRIL 10, 2006

Dear Ms. Davis and Mr. Duersch:

We provide the following information for your review in response to the subject
letter.

FINANCIAL STATEMENTS

Note 5: Long-Term Investments, page F-11

1.   SEC Comment:

     We note your consolidated statement of operations presents a write-down of
     mineral properties and references to note 6. However, were unable to
     determine the basis for the write-down or locate the associated disclosure.
     Please expand your disclosures to describe the mineral properties and the
     related disclosures required by paragraph 24 of Section 3063 of CICA
     Handbook.

     Company Response:

     The accounting basis for the write-down of mineral property is detailed in
     (c) Impairment of Long-Lived Assets under Note 2: Summary of Significant
     Accounting Policies, as follows:

         "Long-lived assets are tested for recoverability whenever events or
         changes in circumstances indicate that the related carrying amounts may
         not be recoverable. The amount of the impairment loss is determined as
         the excess of the carrying value of the asset over its fair value and
         is charged to the results of operations."

     Also, we have disclosed the facts and circumstances surrounding the
     write-down of mineral property in the 2005 Management's Discussion and
     Analysis ("MD&A") in the RESULTS OF OPERATIONS section under Write-Down of
     Mineral Property. As disclosed in Note 6, the accounts of Fortress were
     consolidated at September 30, 2004 but are then accounted for under the
     equity method at September 30, 2005. The effect of this change for Note 8:
     Mineral Properties is that the mineral properties of Fortress are
     consolidated for the 2004 table but are then "deconsolidated" for the 2005
     table. The Note 6 reference for the write-down of mineral property and the
     subscript (1) reference for the Mongolian properties in the 2005 table of
     Note 8 draw attention to this fact.

     Regardless, we have addressed the SEC's comment on a go-forward basis in
     the Company's most recently released interim consolidated financial
     statements for the six months ended March 31, 2006. A note reference "(Note
     4)" has been added to the write-down line item on the Interim Consolidated
     Statements of Operations which now reads "Write-down of mineral properties
     (Note 4)". Further, the following has been added to Note 4: Mineral
     Properties:



Tel.: 604 689 7842    885 W. Georgia Street, Suite 2101    intluranium@namdo.com
Fax: 604 689 4250     Vancouver, BC, Canada V6C 3E8        www.intluranium.com



         "During the 2005 Period, the Company recorded a write-down of mineral
         property of $1,869,790 relating to a decision by Fortress not to pursue
         its option on the Shiveen Gol Property, a precious/base metal property
         located in Mongolia."

     For all future quarterly and annual audited financial statement filings, we
     will ensure that the disclosure will continue to address this comment as
     required.

Note 24: Material Differences Between Canadian and U.S. GAAP, page 24

2.   SEC Comment:

     We note your disclosure of your sale of your Mongolian exploration
     properties to Fortress Minerals Corporation ("Fortress") in June 23, 2004
     which you have characterized as an asset purchase. We understand that you
     obtained a 63% ownership in Fortress in exchange for the Mongolian assets
     transferred. Please explain to us how you concluded that the acquisition of
     63% of Fortress would not qualify as a business combination accounted for
     under the purchase method of accounting for U.S. GAAP purposes or result in
     a partial step-up in basis of the fair value of the assets exchanged.
     Please also submit the analysis that you performed under EITF 98-3, as
     referenced in footnote 4 of SFAS 141, demonstrating that your transaction
     is indeed an asset purchase, rather than business acquisitions, if that is
     your view.

     Company Response:

     Under Item 6 of EITF 98-3, the penultimate paragraph ends with the
     following statement:

         "However, if the transferred set is in the development stage and has
         not commenced planned principal operations, the set is presumed not to
         be a business."

     Additionally, Example 4, Scenario 4 of EITF 98-3 provides an example of an
     early-stage company that is similar to the Fortress transaction. It also
     notes the following conclusion:

         "The transferred set's current activities are focused on the
         development of a business rather than the operation of a business.
         Because the planned principal operations of the transferred set have
         not yet commenced, the set is not a business."

     As of the transaction date, the principal activity of Fortress was the
     exploration of its mineral interests for precious metals, as well as
     raising capital to support this activity. Its main business objective,
     which had not been reached, was to locate and mine economically recoverable
     mineral reserves. Fortress did not have revenue from operations.

     Fortress was focused on the development of its business through its mineral
     exploration activities, rather than the operation of a business, and its
     planned principal operations had yet to commence. We therefore concluded
     that, in accordance with EITF 98-3, Fortress was in the development stage
     and was presumed not to be a business.

     Since this transaction is not an acquisition of net assets that constitute
     a business as described in paragraph 9 of SFAS 141: Business Combinations,
     we further concluded that the provisions under SFAS 141 did not apply. As a
     result, the Fortress transaction would be considered an acquisition of
     assets, and not of a business.

3.   SEC Comment:

     We understand from your disclosure on page 48 that you have recorded your
     investment in Fortress equal to the book value of the assets transferred.
     Please clarify for U.S. GAAP purposes why you believe the book value of the
     assets exchanged appropriately accounts for the interest received in
     Fortress. Please reference the U.S. GAAP literature which supports your
     accounting.

     Company Response:

     Prior to the release of SFAS 153, which was not applicable to the Fortress
     transaction, paragraph 21 of APB 29 stated the following:

         "21. Exchanges If the exchange is not essentially the culmination of an
         earning process, accounting for an exchange of a nonmonetary asset
         between an enterprise and another entity should be based on the


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         recorded amount (after reduction, if appropriate, for an indicated
         impairment of value) of the nonmonetary asset relinquished. The Board
         believes that the following two types of nonmonetary exchange
         transactions do not culminate an earnings process:

         a.   An exchange of a product or property held for sale in the ordinary
              course of business for a product or property to be sold in the
              same line of business to facilitate sales to customers other than
              the parties to the exchange, and

         b.   An exchange of a productive asset not held for sale in the
              ordinary course of business for a similar productive asset or an
              equivalent interest in the same or similar productive asset
              (similar productive asset is defined in paragraph 3 and examples
              are given in paragraph 7)."

     In our analysis of this transaction for Canadian GAAP purposes, we referred
     to paragraphs 3830.08 and 3830.09 of the CICA Handbook which provide the
     same guidance as paragraph 21 of APB 29 noted above, including the two
     types of nonmonetary exchange transactions that do not culminate an
     earnings process.

     Under Canadian GAAP, EIC-81 provides additional guidance as to the
     applicability of 3830.09(b), which is the same as 21b of APB 29 noted
     above, specific to nonmonetary transactions in which the transferor
     receives an equity interest in the transferee. EIC-81 provides, in part,
     the following guidance:

         "The Committee reached a consensus that, for the purpose of applying
         CICA 3830.09(b), the transaction is an exchange of a productive asset
         for a similar productive asset or for an equivalent interest in the
         same or a similar productive asset only when:

         (a)  the transferor's relationship to the asset given up is equivalent
              to the transferor's subsequent relationship to the asset acquired
              (the transferee); and

         (b)  the asset given up is employed in the same line or lines of
              business as the line or lines of business of the transferee."

     EIC-81 provides specific examples as to the practical application of
     criterion (a) of which Situation 1 is very similar to the Fortress
     transaction. Situation 1 concerns two companies in the same line of
     business where the first company transfers its interest in several
     properties to a second company in return for a controlling interest in the
     second company. Since this example meets both criteria (a) and (b), it
     concludes that the transaction does not represent the culmination of the
     earnings process and the first company would measure the transaction at the
     carrying or recorded amount of the properties given up. Based on EIC-81, we
     concluded that the Fortress transaction should be recorded at book value
     under Canadian GAAP.

     For U.S. GAAP purposes, our conclusion was made based on our analysis of
     paragraph 21 of APB 29 as noted above and we concluded that there was no
     culmination of the earnings process. In arriving at this conclusion, we
     also considered the guidance in EITF 01-2 which provides interpretations of
     APB 29. Accordingly, we reported no U.S. GAAP reconciling items for the
     Fortress transaction.

Reclamation Obligations

4.   SEC Comment:

     We note your disclosure on page F-15 that you estimate reclamation costs on
     an undiscounted basis. Please clarify how you have recognized your asset
     retirement obligation for U.S. GAAP purposes. Refer to paragraph 3 of SFAS
     143.

     Company Response:

     Under Canadian GAAP, the reclamation obligations for the Mill have been
     calculated at fair value as required under CICA Handbook Section 3110:
     Asset Retirement Obligations. Although Note 12: Reclamation Obligations
     makes reference to the fact that "Applicable regulations require the
     Company to estimate reclamation costs on an undiscounted basis...", it was
     not intended to imply that the reclamation obligations of the Mill were on
     an undiscounted basis. For all future quarterly and annual audited
     financial statement filings, we will ensure that the disclosure will be
     clarified to disclose that these reclamation obligations are recorded at
     fair value when incurred.

     For U.S. GAAP purposes, the fair value analysis of the reclamation
     obligations for the Mill as required under paragraph 3 of SFAS 143 is the
     same as that required under Canadian GAAP.


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Commitment and Contingencies

5.   SEC Comment:

     We note that you have detected some chloroform contamination at your Mill
     site as disclosed on page F-23. Please clarify whether you have accrued an
     amount related to this event and describe how you have evaluated the
     likelihood of this liability in terms defined in paragraph 3 of SFAS 5 or
     paragraph 108 of SOP 96-1 for U.S. GAAP purposes. Additionally, clarify
     whether you are able to estimate the range of possible loss associated with
     this contingency.

     Company Response:

     The Company detected some chloroform contamination in the perched
     groundwater zone at its Mill site. The contamination appears to have
     resulted from the operation of a temporary laboratory facility that was
     located at the site prior to and during construction of the Mill facility,
     and septic drainfields that were used for laboratory and sanitary wastes
     prior to construction of the Mill's tailings cells. The source and extent
     of this contamination are currently under investigation, and interim
     measures have been instituted in order to contain the contamination and to
     pump contaminated groundwater into the Mill's tailings cells. The costs of
     pumping contaminated groundwater into the Mill's tailings cells are
     included in the Mill's operating costs on a current basis.

     In accordance with paragraph 3 of SFAS 5, we determined that in terms of
     significant remediation expenditures as a result of the chloroform
     contamination, the likelihood is reasonably possible (defined as "the
     chance of the future event or events occurring is more than remote but less
     than likely"). We also reviewed SOP 96-1 and determined that this statement
     did not apply to the chloroform contamination as there has not been any
     mandated remediation action required by the Company from the regulatory
     authorities. Such action would not be required until the State approves the
     final remediation plan, which has yet to be prepared.

     Although investigations to date indicate that this contamination appears to
     be contained in a manageable area, the scope and costs of remediation have
     yet to be determined, therefore the range of possible loss associated with
     the chloroform contamination is not reasonably estimable at this time.
     Accordingly, no contingency amount was recorded. To date, the Company has
     proposed a remedial action with the regulatory authorities under which the
     outlay would not be material to the financial statements. If the final
     remediation plan approved by the regulatory authorities requires
     significant outlays over and above the current operating costs, the Company
     will record the estimated remediation costs as a liability on its financial
     statements at that time.

Accumulated Other Comprehensive Income, page F-27

6.   SEC Comment:

     We note your disclosure on page F-7 suggesting that you may denominate
     assets and liabilities in currencies other than the U.S. dollar. Please
     clarify whether you have translation adjustments which would be classified
     in other comprehensive income for U.S. GAAP purposes.

     Company Response:

     Since assets and liabilities denominated in currencies other than the U.S.
     dollar gave rise only to transactional gains or losses included in the
     income statement, there were no translation adjustments as described under
     paragraph 13 of SFAS 52 that would have qualified as a component of
     comprehensive income in accordance with SFAS 130.

We hope that the foregoing responses adequately address the comments raised by
the SEC. The undersigned would be pleased to address any questions that may
arise from the foregoing information or any further comments that may arise
during the SEC review.

Sincerely,

INTERNATIONAL URANIUM CORPORATION


/s/ Mark Katsumata
Mark Katsumata
Chief Financial Officer


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