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Golden Cycle Gold Corporation

1515 South Tejon

Colorado Springs, CO
80906

November 7, 2005

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC  20549

Attention:  April Sifford, Branch
Chief

  Re:

  Golden Cycle Gold Corporation (“Golden Cycle” or the
  “Company”) Form 10-K for Fiscal Year Ended December 31, 2004, Filed March 31,
  2004 and Form 10-Q for Fiscal Quarter Ended March 31, 2005 Response letter
  dated July 6, 2005

  File No. 1-09385

Dear Ms. Sifford:

The Company hereby submits the Company’s responses to
comments raised in your letter to the Company, dated July 25, 2005 (the “Comment
Letter”).  The responses set forth below
are numbered to correspond to the comment numbers in the Comment Letter.

Form 10-K for the Fiscal Year Ended
December 31, 2004 (the “Form 10K”)

Item 8 — Financial Statements and Supplementary Data

Consolidated Balance Sheets

1.                                       The Company has determined that it is in its best interests
to maintain its assets in cash and short term Certificates of Deposits (“CDs”)
in order to maintain liquidity and preserve its capital.  The Company believes that the operation of
its business requires it to keep its limited assets liquid.  The Company had a net operating loss and a
net loss for the year ended December 31, 2004 of $352,169 and $322,582,
respectively.  While the Company does not
expect its revenues for 2005 to significantly increase over 2004 revenues, the
Company does expect that, as a result of its increased exploration activities
and its drilling program at Illipah, its 2005 expenses will increase over its
2004 expenses.  As a result, the Company
expects that it will operate at a net loss for 2005 and that the 2005 net loss
will exceed the 2004 net loss.

The majority of the
increase in expenses for 2005 will consist of the Company’s drilling project at
Illipah.  As previously disclosed, the
Illipah drilling project budget for 2005 is currently estimated at $259,000
(exclusive of federal and county fees and advanced royalty payments).  The Company has also currently budgeted for
2005 approximately $51,000 for exploration expenses in Colorado and
elsewhere.  In addition, the Company
hopes to continue or expand its exploration and testing in 2006.

However, it is important
to keep in mind that mining exploration and testing, like mining itself, can be
unpredictable and that geologic features, weather and a variety of other
factors, which are outside the Company’s control, can greatly affect the costs
of drilling and exploration.  As a
result, the Company may be required and must be prepared to expend additional
funds in order to obtain the information and results it seeks with its Illipah
drilling program and its other exploration.

In addition, the Company
continues to search out future opportunities and looks to acquire additional
claims or rights in promising locations.
While there can be no assurance that the Company will successfully
locate these opportunities or that once found, the Company will be able to
acquire them, the Company believes that it must keep its limited assets liquid
in order to take advantage of these acquisition opportunities as they
arise.  The Company uses its short term
CDs to conserve capital and maintain liquidity so that the funds may be used in
its business to fund its operations, fund its drilling and other exploration
activities and fund potential acquisitions.

Section
3(a)(1)(C) of the Investment Company Act of 1940 (the “1940 Act”) defines an
investment company to include any issuer engaged the business of investing in
securities that owns investment securities having a value in excess of 40% of
such issuer’s total assets (exclusive of Government securities and cash items)
on an unconsolidated basis.  Section
3(a)(1)(C) excludes “cash items” from investment securities, but that term is
not defined in the 1940 Act.  In its
Investment Company Act Release No. 10937 (November 13, 1979) (“Release 10937”),
the SEC provided that cash items include “cash, coins, paper currency, demand
deposits with banks, timely checks of others…, cashier checks, certified
checks, bank drafts, money orders, traveler’s checks and letters of credit.”(1)  In Release 10937, the SEC considered “[w]hether
certificates of deposit
are to be considered cash items or investment securities, for purposes of
determining whether an issuer holding them is an investment company under
Section 3(a)(3), depends on the purpose for which such interests are held, the
circumstances under which they were acquired, the length of the period for
which they are held, the amount held in comparison with the company’s other
assets, and any other ‘special circumstances’ [citation omitted].”  In addition, some courts have held that
certain certificates of deposit were cash items.(2)  In Fifth Avenue Coach Lines,
the court noted that time deposits were considered cash items and observed
that:

(1)   Since
Release 10937, the SEC has also considered other instruments cash items under
appropriate circumstances.  For example,
the SEC agreed that money market fund shares would also be considered cash
items. See e.g. Willkie Farr &
Gallagher SEC No Action Letter dated October 23, 2000.

(2)   See SEC v.
Fifth Avenue Coach Lines, Inc., 289 F. Supp. 3, 31 (S.D.N.Y. 1968).

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[a] certificate of deposit is merely a piece
of paper evidencing the existence of a time deposit.  The courts see no valid distinction, as far
as Section [3(a)(1)(C)] is concerned, between a time deposit which is not
evidenced by a certificate and one that is.
Except in special circumstances, a time deposit is defined to be a cash
item.  When it is evidenced by a
certificate, it should still be regarded as a cash item.

The
Company believes that its CDs should be considered cash items and not
investment securities.  The Company’s
purpose in acquiring the CDs is to preserve its capital until needed for bona
fide business purposes, including funding operations, drilling and exploration,
and potential acquisitions.  All of the
Company’s CDs are short term, with maturity dates of one year or less.  The Company did not acquire these CDs with an
investment intent but merely as a prudent means of protecting its capital and
maintain liquidity while benefiting from a slightly better interest rate than
is available with regular bank deposit accounts.

Even
if the Staff does not agree that the Company’s CDs should be considered cash
items and not investment securities, the Company does not believe that it is an
investment company.  Section 3(b)(1) of
the 1940 Act provides, generally, that any issuer which is primarily engaged,
in a business other than that of investing, reinvesting, owning, holding or
trading in securities is excluded from the definition of the term “investment
company,” although that issuer otherwise would be an investment company as defined
in Section 3(a)(3) of the 1940 Act.   As
a result, some courts have contended that the 40% test of Section 3(a)(1)(C) is
only just a “red flag” or warning sign that close analysis is required and that
whether the issuer is primarily engaged in another business is ultimately
determinative of investment company status.(3)
Critical to a determination of whether a company is excluded from the
definition of investment company by Section 3(b)(1) is whether the company is “primarily
engaged” in a non-investment company business.
The SEC has stated that the determination of a company’s primary
engagement is a factual issue concerning the nature of its business. Relevant
criteria for resolving this issue are: (1) the company’s historical
development, (2) its public representation of policy, (3) the activity of its
officers and directors, (4) the nature of its present assets, and (5) the
sources of its present income.(4)  Of the
five listed criteria, ordinarily the most significant are the character of an
issuer’s assets (as evidenced by the percentage of the issuer’s assets invested
in investment securities) and the sources of the issuer’s present income (as
evidenced by the percentage of the issuer’s income derived from investment
securities).  Other factors, however,
may outweigh these, such as the issuer’s need for cash for operations or
acquisitions or other needs.(5)  In
general, SEC decisions indicate that if an applicant has shown significant
activity in a non-investment business, a need for available capital, and no
public representations that

(3)   See Allison
Lyyne Simmes v. Salvagtore Giordano Civil No. 92-302 (1992 U.S. Dist. Lexis
16235) (Dist. NJ, Oct. 8, 1972)

(4)   Tonapah
Mining Company of Nevada, 26 SEC 426, 427 (1947).

(5)   For
example, Rule 3a-8 provides an exemption which recognizes the long-term cash
needs of research and development companies.

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indicate
it is in the investment business, registration as an investment company has not
been required.(6)

The Company was founded
in 1971 for the purpose of acquiring and developing mining properties.  Its primary activities in 2004 included
managing its interest in its joint venture, the Cripple Creek & Victor Gold
Mining Company, and conducting on-going exploration programs in southwest
Colorado and in eastern Nevada.  From
1997 through 1999, the Company also participated in the exploration, testing
and development of mineral claims in the Philippines.  In 2001, the Company acquired two claim
groups in Nevada, Table Top and Illipah.
In 2005, in addition to managing the Joint Venture interests, the
Company is conducting the regional study in southwest Colorado, began the
drilling and testing phase of its exploration of its Illipah gold prospect in
Nevada and continues to research and investigate potential acquisition
opportunities, focusing mainly in western Colorado.  The Company has never represented itself as
an investment company.  The Company has
three employees, a CEO, a Vice President of Exploration and an executive
assistant.  Other than initially
determining to use CDs and occasionally investigating what rates are available
for short-term maturities, the Company’s employees, officer and directors spend
little, if any, time on investment activities.

As a result, the Company
believes that pursuant to Section 3(b)(1) of the 1940 Act, it is not an
investment company.

2.                                       The Company does not believe that its 33% interest in its
joint venture, the Cripple Creek & Victor Gold Mining Company, should be deemed
a security.  In 1991, the Company entered
into a joint venture with AngloGold Ashanti (Colorado) Corp. (f/k/a Pikes Peak
Mining Company), to which the Company contributed its rights to gold mining
properties in the Cripple Creek mining district of Colorado in exchange for its
33% interest.  During the “Initial Phase”
of the Joint Venture, AngloGold is required to fund or finance the operations
conducted on the properties.  Pursuant to
the Amended and Restated Joint Venture Agreement dated January 1, 1991 (the “JV
Agreement”), the Company is granted certain rights that provide for it to act
as an

(6)   See e.g., In the Matter of Newmont Mining Corporation,
36 SEC 429 (1955) (SEC found under the facts that a company that was a
registered investment company had ceased to be one and was primarily engaged in
mining operations through subsidiaries even though more than 40% of its assets
were investment securities).  In its
determination, the SEC distinguished
Newmont from certain other decisions, including Tonopah Mining Company, because the Tonopah “record failed to
show that any members of the corporate management spent any considerable part
of their time in connection with the company's mining operations, and it did
reflect that the company's only source of net income consisted of interest,
dividends, and profits on the sale of securities, and that 94% of its assets
were investment securities.”  Id. at
26.  On the other hand, the SEC likened
the Newmont case to Frobisher Limited, 27 SEC 944 (1948), in which the applicant was engaged in
exploring and developing mining properties but had over 40% of its assets in
"investment securities" within the statutory definition.

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                                                active rather than passive participant in the success or
failure of the Joint Venture.  In
addition, the Company spends time and resources to manage its interest in its
Joint Venture.

The Company is active in
the management of the joint venture through its position on the Management
Committee.  Under the JV Agreement,
management of the Joint Venture is ultimately vested in the Management
Committee.  While a day to day manager
was agreed upon and appointed by the Company and its Joint Venture partner in
the JV Agreement, the Management Committee has “exclusive authority to
determine all management matters related to this Agreement, including but not
limited to approving programs and budgets.”
The Management Committee is made up of two representatives from the
Company and two representatives from Joint Venture partner.  (The Company’s CEO personally serves as the
Company’s primary representative on the Joint Venture Management
Committee.)  Joint Venture Management
Committee meetings are held at least quarterly and, in order for a quorum to be
present, at least one representative from each participant must be
present.  As a result, Management
Committee meetings cannot take place unless the Company has a representative
present.  While the Company’s
representatives generally only have a vote equal to the Company’s interest in
the Joint Venture, certain decisions require the Company’s approval, including:

•                  Granting a mortgage of or a security interest in any asset of the Joint
Venture;

•                  Acquisition or disposition of any Joint Venture asset (outside the
ordinary course of business of the Joint Venture);

•                  Acquisition of any interest in real property outside of a certain area
agreed to by the participants;

•                  Selection of and any subsequent changes in the definition of the
authority and responsibilities of the Manager (as described in the JV
Agreement);

•                  Approval of any revisions in the accounting procedures or the tax
elections specified in the JV Agreement;

•                  Making any investment not in the ordinary course of business;

•                  Prepaying with a penalty of the Joint Venture’s initial loans from an
independent financial institution;

•                  Any settlement or adjustment of any suit or claim involving the Joint
Venture for an amount in excess of $100,000; and

•                  Obtaining, after the Initial Phase, any
loan from a participant.

The Company reviews and
analyzes all Joint Venture reports, including technical reports, production
reports and monthly or quarterly financial reports.  In addition, the Company analyzes and reviews
the annual programs and budget information from the Joint Venture which,
pursuant to the JV Agreement, is required to include: (i) the proposed
operations, geologic research and reconnaissance, real property acquisition
proposals, proposed drilling activities, proposed permit applications, proposed
engineering studies and mining and construction plans, a long-range plan for
the

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mining of all reserves,
the kind and capacity of any milling facilities to be acquired, a plan for
refining mineral concentrates, and estimated timetables; (ii) operation and
maintenance expenditures, capital expenditures, working capital requirements,
the annual and other rentals, filing fees and other payments; (iii) monthly
production schedules and forecasts and detailed cost estimates.

The Company participates
in monthly Technical Committee meetings and at least quarterly Management
Committee meetings.  At these meetings
and at other times, the Company makes recommendations to the Joint Venture manager
and the Man