SecProbe.io

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April 8, 2005

via U.S. Mail
Gifford A. Dieterle
Chief Executive Officer
Capital Gold Corporation
76 Beaver Street
New York, NY 10005

Re:	Capital Gold Corporation
		Form SB-2 filed March 9, 2005
	File No. 333-123216

	Form 10-KSB for the year ended July 31, 2004
	Filed November 12, 2004
	File No. 0-13078

Form 10-Q for the quarter ended October 31, 2004
	Filed December 20, 2004

Dear Mr. Dieterle:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents 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
filings.
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.

General

1. Where comments on one document or section also relate to
disclosure in another document or section, please make parallel
changes to all affected disclosure. This will eliminate the need
for
us to repeat similar comments.  For example, amend subsequent
filings
on Form 10-QSB to comply with any comments with respect to the
Form
10-KSB.

Form SB-2

Selling Stockholders, page 35

2. Is any selling shareholder a registered broker-dealer or
affiliate
of a registered broker-dealer?  Please identify any registered
broker-dealer as an underwriter unless such selling shareholder
received its shares as compensation for investment banking related
services.  Please specifically identify any affiliates of
registered
broker-dealers as such.  We note your disclosure that each selling
securityholder purchased the securities you are registering on its
behalf in the ordinary course of business, and that at the time of
the purchase of the securities to be resold, the securityholder
had
no agreements or understandings, directly or indirectly, with any
party to distribute the securities.  We may have additional
comments.

How the Shares May Be Distributed, page 40

3. We note your disclosure that you will file a prospectus
supplement
if there is a material change in the plan of distribution.  Please
revise to disclose that you will file a post-effective amendment
to
the extent that there is a material change in the plan of
distribution, consistent with your undertaking under Item 512 of
Regulation S-B.

Form 10-KSB for the year ended July 31, 2004

Controls and Procedures, page 28

4. We note that your Chief Executive Officer and Chief Financial
Officer concluded that the company`s disclosure controls and
procedures are effective when taking into account your limited
resources and current business operations.  Given your limited
resources and current business operations, it remains unclear
whether
your chief executive officer and chief financial officer have
concluded that your disclosure controls and procedures are
effective.
Please revise your disclosure to state, in clear and unqualified
language, the conclusions reached by your chief executive officer
and
chief financial officer on the effectiveness of your disclosure
controls and procedures for the periods covered by the reports.
For
example, if true, you may state that your disclosure controls and
procedures are effective after taking into account the identified
matters, so long as you provide appropriate disclosure explaining
how
the disclosure controls and procedures were determined to be
effective in light of the identified matters.  Or, if true, you
may
state that given the identified matters, your disclosure controls
and
procedures are not effective.

Engineering Comments
5. Proven and probable reserves are disclosed for the El Chanate
property in your document.  Forward to our engineer as
supplemental
information and not as part of the registration statement,
information that establishes the legal, technical and economic
feasibility of the materials designated as reserves, as required
by
Section C of SEC`s Industry Guide 7.

This includes:

* Property and geologic maps,
* Description of your sampling and assaying procedures,
* Drill-hole maps showing drill intercepts,
* Representative geologic cross-sections and drill logs,
* Description and examples of your cut-off calculation procedures,
* Cutoffs used for each category of reserve and any resources,
* Justifications for the drill hole spacings used at various
classification levels,
* A detailed description of your procedures for estimating
"reserves"
and "resources," if developed,
* Copies of pertinent engineering and geological reports, and
feasibility studies or mine plans (including cashflow analyses)
concerning your property that are needed to establish the
existence
of reserves as defined in Industry Guide 7.

Provide the name and phone number for a technical person our
engineer
may call, if he has technical questions about your reserves.

Closing Comments

	Please amend the above filings in response to these comments.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments 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 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      Please direct questions regarding accounting issues and
related
disclosures to John Weitzel at (202) 942-1807 or, in his absence,
to
Barry Stem, Senior Assistant Chief Accountant, at (202) 942-1919.
Direct all questions regarding engineering comments to Roger Baer,
Mining Engineer, at (202) 942-2965.  Direct questions relating to
all
other disclosure issues to Jason Wynn, at (202) 824-5665 or, in
his
absence, to Tangela Richter, Branch Chief, at (202) 942-1837.
Direct all correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

      cc:  J. Wynn
            J. Weitzel
            B. Stem
            R. Baer
            T. Richter

            via facsimile
            Richard Feiner, Esq.
            (212) 779-8858
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Capital Gold Corporation
April 8, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

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