UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405


April 22, 2005

Via Facsimile and U.S. mail

James K. B. Hesketh, President
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401

RE:		Canyon Resources Corporation
		Preliminary Schedule 14A
		Filed on April 15, 2005
		File No. 001-11887

		Form 10-K/A
		Filed on April 20, 2005
		File No. 001-11887

Dear Mr. Hesketh:

      We have reviewed the above 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.

Schedule 14A

1. You are seeking to amend your certificate of incorporation to
increase the number of authorized shares of common stock. Please
state
whether there are any plans, proposals, or arrangements to issue
the
securities upon securing shareholder approval.

2. You are also seeking shareholder approval of the issuance of up
to
17 million shares of common stock for "general corporate
purposes."
You note that you are seeking the approval to meet requirements
under
Sections 712 and 713 of the American Stock Exchange Company Guide.
Both
Amex
rules require approval by shareholders if the issuance of the
securities is in connection with certain specified transactions,
not
just for "general corporate purposes." Please advise whether the
securities will be issued in connection with any of the specified
transactions.

Form 10-K/A

3. We note your disclosure that "[e]xcept as described above,
there
were no changes in internal control over financial reporting
during
the period to which this report relates that have materially
affected,
or are reasonably likely to materially affect, the Company`s
internal
control over financial reporting." Revise to state clearly, if
correct, that there were changes in your internal control over
financial reporting that have materially affected, or are
reasonably
likely to materially affect, your internal control over financial
reporting.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 filing 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.

	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 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.

      Direct questions relating to disclosure issues to Carmen
Moncada-Terry at (202) 824-1908 or, in her absence, to the
undersigned, at (202) 942-1870.   Direct any correspondence to us
at
the following ZIP Code: 20549-0405.

      Sincerely,



									H. Roger Schwall
									Assistant Director

cc:	Carmen Moncada-Terry



























Canyon Resources Corporation
April 22, 2005
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