April 25, 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
		File # 000-28806

Dear Mr. Larsen:

      We have reviewed your filing and have the following
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. Amend the Form to state whether the former accountant resigned,
declined to stand for re-election or was dismissed.  Refer to Item
304(a)(1)(i).

2. The disclosure should also indicate whether the board of
directors
recommended or approved the decision to change accountants.  Refer
to
Item 304(a)(1)(iii).

3. 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.

4. 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.

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

   Exhibit 16:

6. Please file a letter from your former accountant, indicating
whether or not they agree with your disclosures in the Form 8-K.

7. 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.


*  *  *  *  *

	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 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
April 25, 2005
Page 1 of 3



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

         DIVISION OF
CORPORATION FINANCE