Mail Stop 6010

									October 27, 2005


Mr. Stephen Goss, President
Timberline Resources Corporation
36 West 16th Avenue
Spokane, Washington  99203


Re:  	Timberline Resources Corporation
Form 10-SB Registration Statement
	File No. 0-51549


Dear Mr. Goss:

      We have reviewed your 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
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 numbers
listed
at the end of this letter.

Item 1.  Description of Business

Our Objective - page 4

1.  Please revise the first paragraph in this section to explain
what
the term "early to mid-stage mineral exploration prospects" means.

2. The last sentence of this paragraph states that geographic
emphasis will be placed on the western United States, generally,
and
the mineral-rich states of Nevada and Idaho, particularly, "where
the
benefits of mining are recognized and encouraged."  Please
identify
what these benefits are and how mining is "recognized and
encouraged"
in these states.

3. Your current discussion does not address environmental
concerns,
restrictions or costs involved in the mining process.  Please
balance
your presentation with a discussion of these factors.  Your
discussion should include an explanation of how gold is mined, the
environmental issues and costs, the narrowness of profit margins,
and
why miners would be interested in pursuing the small deposits you
are
describing.  We note that the October 24, 2005 issue of the New
York
Times contains an article called "Behind Gold`s Glitter:  Torn
Lands
and Pointed Questions" that discusses a number of these factors in
detail, including the fact that, under the best of circumstances,
it
is necessary for miners to dig up and haul away 30 tons of rock in
order to produce a single ounce of gold.  It also discusses the
ecological effects of the mining process and the costs involved in
remediation.  Your revised disclosure should contain a full and
balanced picture of the mining process so that potential investors
can evaluate the likelihood that an investment in your company
will
result in an economic benefit to the investor.

4. Expand the disclosure to discuss Montana`s state-wide ban on
cyanide mining.  Disclose whether any other states have imposed,
or
are considering, similar bans, and how this would affect your
company
and business plan.

5. In the second paragraph, please explain what an "unpatented
mining
claim" is.

6. Please provide factual support for the claim that "management
has
abundant experience in staking and filing unpatented mining claims
and in negotiating and preparing mineral lease agreements."

7. Please clarify whether you own the properties discussed in this
document.  If you do not, explain in reasonable detail what the
nature of your interest in each property is.  Also disclose who
actually owns the properties.

8. Please refer to the last paragraph on page 4.  It is unclear
whether you "acquire" a property and then evaluate its geologic
potential, or whether you first determine a property`s geologic
potential and then seek to "acquire" it.  Please revise your
disclosure accordingly.

9. In the first paragraph on page 5 you state that properties
deemed
to be of higher risk or those that would require very large
exploration expenditures have been presented to larger companies
for
joint venture.  Please explain what you mean when you say that a
property "has been presented to" a larger company.   Discuss how
you
identify a "larger company" and what constitutes a "larger
company"
in this context.  Also, discuss what happens if the larger company
is
not interested.  We may have additional comments after reviewing
your
response.

10. You say that where drilling costs are "reasonable" and the
likelihood of success seems "favorable" you will undertake your
own
drilling.  Please explain how you determine whether costs are
reasonable and the likelihood of success is favorable.  Disclose
and
discuss the criteria you use in making these determinations.

The Gold Market - page 5

The Silver Market - page 6

The Copper Market - page 6

11. Each of these sections contains a great deal of statistical
information and a number of claims regarding market share and
prices.
Please provide us with copies of the documents from which you
obtained the information you cite.  Mark each document to show the
location of the information you relied on.  We may have additional
comments after reviewing this information.

12. Explain what an Exchange Traded Fund is.  Also explain what
the
terms "producer de-hedging" and "central bank dishoarding" mean.

13. In several places you refer to "some market analysts have
forecast..." and "some market analysts believe..." various things
will happen.  Please identify the analysts you refer to and
disclose
whether you have any connections to these analysts.  Provide us
with
the documents containing these forecasts and beliefs, marked to
show
the location of the information you are relying on.

Glossary of Certain Mining Terms - page 7

14. Industry Guide 7 specifies that if technical terms relating to
geology, mining or related matters whose definition cannot readily
be
found in conventional dictionaries, as opposed to technical
dictionaries, are used, an appropriate glossary should be included
in
this report.  Currently, your glossary contains a large number of
terms that do not appear anywhere in the body of the registration
statement.  Please limit the terms included in the glossary to
those
that actually appear in the body of the document.  To the extent
practicable, you should explain what each technical term means at
the
first place it appears in the document.

Risk Factors - page 19

Mineral operations are subject to applicable law and government
regulation... - page 19

15. Please clarify whether you currently have any permits for
conducting your exploration activities, and identify and describe
the
permits you will need to obtain for the exploration activities you
have described in the body of this document.

16. You say that environmental hazards unknown to you, which have
been caused by previous or existing owners or operators of the
properties may exist on the properties in which you hold an
interest.
Please discuss your potential liability for remediation of these
hazards and the impact such remediation would have on your
financial
condition.

The mining industry is highly competitive and there is no
assurance
that we will continue to be successful in acquiring mineral
claims.
If we cannot continue to acquire properties to explore for mineral
resources, we may be required to reduce or cease operations. -
page
21

17. Please discuss the number of competitors you have and compare
your resources and facilities to theirs.  Identify your most
significant competitors and describe how you intend to compete
against them.

Third parties may challenge our rights to our resource properties
or
the agreements that permit us to explore our properties may expire
if
we fail to timely renew them and pay the required fees. - page 21

18. Please provide a factual context for evaluating this risk.  At
the present time, the risk you describe applies to every company
in
your industry.  The factual context you provide should tie the
risk
to your specific circumstances.

Conflicts of Interest- page 23

19. You say in the first sentence that "certain" of your officers
and
directors "may be" associated with other businesses that acquire
interests in mineral properties.  If any of your officers and
directors currently have any conflicts of interest of any kind
related to your business, identify the person and describe the
conflict.

20. You have limited your discussion of conflicts of interest to
interests in other companies that seek to acquire interests in
mineral properties, and to matters that come up at a board
meeting.
It does not appear to us that conflicts of interest would be
limited
to interests in such companies or instances.  For example, we note
that several of your directors own businesses, such as a
management
company and a drilling services company, that may have done
business
with you in the past or could conceivably do business with your
company in the future.  Please expand the discussion accordingly.

21. It is unclear whether the company has actually adopted a
policy
regarding conflicts of interest.  If the company has one, disclose
what it is.  If not, explain why not.

22. The last sentence of the risk factor states that "In
determining
whether or not we will participate in any project or opportunity,
the
director will primarily consider the degree of risk to which we
may
be exposed and our financial position at that time."  It is
unclear
how this sentence relates to conflicts of interest or the
remainder
of the information in the risk factor.  Please revise it
accordingly.

Item 2.  Managements`s Discussion and Analysis

23. Please expand the disclosure to include a table setting forth
your financial commitments for the current and next three fiscal
years.  You should disclose, for each prospect, the nature and
amount
of the expenditures you anticipate making.  In addition, the
discussion should identify the source of funds you anticipate
using
to make the payments.

Item 3.  Description of Property - page 27

24. It is unclear why you believe that projects that have a prior
exploration history are good prospects.  If these projects have
not
been previously mined, it would appear that the previous explorers
determined them not to be economically viable.  If they were
previously mined, it is not clear why you believe that there is
anything economically valuable left to recover.  Please expand
your
discussion to address these issues.

25. You indicate, under "Summary of Exploration Prospects," that
you
have acquired mineral prospects to explore in Montana.  Please
discuss Montana`s ban on cyanide mining and its likely impact on
any
discoveries you might make in Montana.

26. The disclosure in this section is currently written in
technical
language that will only be understood by individuals involved in
your
industry.   Footnote 3 to the financial statements, however, is
written in language that is easier for a layman to understand.
Please rewrite this section to make it easier for a layman to
understand.  Minimize the use of industry jargon.  Where a
scientific
or geological term is necessary to describe the property, explain
what it means at the first place the term appears.

27. Include a discussion of the material terms of the agreement
covering each property discussed in this section.

28. In addition to the working plans currently included in the
disclosure, please provide, for each prospect, a discussion of the
exploration work you have done to date and the amount you spent on
these activities.

29. Please refer to the last paragraph on page 27.  Readers are
not
likely to know where the Montana Copper Sulfide Belt is, where the
Coeur d`Alene Mining District is, or where the Hecla`s Lucky
Friday
Mine is.  Please consider including a map that shows the location
of
all the properties you discuss in Item 3.

30. In the second paragraph under "The Snowstorm Prospect," you
say
that "Available data indicates that the Snowstorm Prospect has the
potential to host a world-class stratabound silver-copper deposit,
similar to those found in western Montana."  Please expand the
disclosure to identify the "available data" you are relying on,
including the source.  Expand the disclosure to explain what a
"world-class stratabound silver-copper deposit" is and to explain
what you mean when you say that the deposit is "similar to those
found in western Montana."   Disclose your basis for believing
that
this characterization of the deposit is reasonable.  If you cannot
do
this, please consider eliminating the statement.

31. Please explain what an "earn-in" agreement is.

Item 5.  Directors, Executive Officers, Promoters and Control
Persons. - page 44

32. Please refer to Item 401(a)(4) of Regulation S-B.  Please
revise
the biographical information for each officer and director to more
specifically describe each person`s business information during
the
last five years.  To the extent applicable, this should include
the
identification of each person`s employer(s) and the positions held
with each employer as well as the duration of the employment.

33. Please refer to your discussion of Mr. Swallow`s background.
Please explain what the "junior equity markets" are and their
significance to your company.  Also, be more specific about what
Mr.
Swallow`s knowledge of these markets consists of.  Explain what
you
mean by the statement that he brings "wide-ranging experience from
within the local mineral exploration industry."

34. In Mr. Goss`s bio, please explain what a "landman" does.  Also
explain what a "Right of Way Agent" does.  Clarify whether Mr.
Goss
currently is employed by the State of Washington.

Conflicts of Interest - page 46

35. Please disclose the portion of their time that each executive
officer devotes to the company`s affairs.

36. We note that each of the officers and directors appears to
have a
potential conflict between that person`s other activities and his
position with the company, but these conflicts have not been
identified and discussed.  Please revise the disclosure in this
section accordingly.  We note, for example, Mr. Swallow`s
employment
with Sterling Mining Co. and your purchase of mineral interests
from
that entity and Mr. Klepfer`s position with Klepfer Mining
Services.

37. Please disclose whether any officers or directors, or their
affiliates, have or intend to provide in the future, any of the
services described in the workplan for any of your prospects.  If
so,
please file the agreements as exhibits to the registration
statement
and describe the material terms of the agreements here.

Item 7.  Certain Relationships and Related Transactions - page 48

38. Please provide the disclosure regarding related party
transactions specified in Item 404 of Regulation S-B.  In this
regard, we have noted the loan agreement between Mr. Swallow and
the
company.

39. Please disclose and discuss Western Goldfield`s relationship
to
the company.  Also disclose and discuss the relationship between
D.
Miller, H., Adams, Sedi-Met and the company and explain why you
issued the warrants to Cougar Valley, LLC.

40. Please quantify the disclosure regarding Mr. Ebisch and the
State
of Idaho Mineral Lease for the Spencer property.

41. Refer to the last paragraph in this section.  Please include a
table identifying each director of the company who received
consulting fees and the amount received by each during 2004 and
2005.



Report of Independent Accounting Firm, page 59

42. The reference to "accounting principles" in the first sentence
of
the second paragraph is incorrect.  Please have your auditors
correct
the report.

Note 2 - Summary of Significant Accounting Policies, page 64

Basic and Diluted Net Loss per Share, page 68

43. Please disclose the number of securities that are potentially
dilutive in the future that were not included in the calculation
of
diluted EPS due to their antidilutive effect on the periods
presented? Refer to paragraph 40 of SFAS 128.

Mineral Exploration and Development Costs, page 68

44. Please clarify whether "an appropriate supporting reserve
study"
determines the existence of a commercially mineable deposit.

Provision for Taxes, page 68

45. Please disclose the amount of operating loss carry-forwards by
the year of expiration in accordance with paragraph 48 (a) of SFAS
109.

Note 3 - Mineral Property Interests, page 70

46. Since you appear to have recognized the sum of an up-front
payment and a forgiven debt at the beginning of a 20-year lease
term
with Sterling Mining Company, please tell us why such up-front
recognition of lease income is appropriate by referencing
appropriate
accounting literature.

Note 7 - Common Stock, page 74

Private Placement, page 74

47. Please tell us how you accounted for the temporary reduction
of
the warrant exercise price and reference accounting literature
supporting your treatment.







*	*	*	*	*


      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 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action 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.

      You may contact Keira Ino at 202-824-5488 or James Atkinson
at
202-942-2826 if you have questions regarding comments on the
financial statements and related matters.  Please contact Mary K.
Fraser at 202-942-1864 or me at 202-942-1840 with any other
questions.


      			Sincerely,



						Jeffrey Riedler
						Assistant Director



Cc:	Thomas E. Boccieri, Esq.
	561 Schaefer Ave.
	Oradell, New Jersey  07649-2517

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Mr. Stephen Goss
Timberline Resources Corporation
October 27, 2005
Page 10