SecProbe.io

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Mail Stop 0405
June 15, 2005

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

Dear Mr. Dieterle:

      We have limited our review of the above filing to only the
areas
upon which we have issued 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.

Form SB-2

Engineering Comments

General

1. Whenever you disclose mineral reserves estimates, indicate if
the
number represents the gold estimated to be contained in the ore in
the
ground, or the amount of gold that is projected to be recoverable
from
the ore.

Risk Factors, page 5

2. Unless you have an experienced mine operator in your
management,
who will be responsible for developing and operating your El
Chanate
Gold property, provide a risk factor that addresses the risks to
investors of having inexperienced management overseeing the
development and operations of a gold mine in Mexico.  Also address
the
fact that this is your first attempted open pit/heap leach mining
operation, and disclose the resultant risk associated with that
fact.

3. Concerning your El Chanate deposit, provide a risk factor that
addresses the risks to investors of your attempting to make a
profit
mining a relatively small and low grade gold deposit.  In
addition,
you should address the risks associated with the fact that you are
assuming that you will economically and successfully mine this
deposit, while:

* Meeting your capital and operating cost assumptions using
reconditioned used equipment,
* Attracting a qualified work force with relatively low wages
compared
to other mining countries, and
* Finding adequate sources of process water.

4. Disclose the risks associated with the fact that given the
short
mine life of five years, if major problems develop in the project,
or
you fail to achieve the operating efficiencies or costs projected
in
your feasibility study, you will have limited time to find ways to
correct those problems.

Our Business, page 23

5. Concerning your disclosure of mineral reserves on page 26,
disclose
your reserves in a table. As footnotes or as part of your reserve
table, disclose the following:

* The reserve as stated is an estimate of what can be economically
and
legally recovered from the mine and as such incorporates losses
for
dilution and mining recovery.
* The metallurgical recovery factor for each category of reserve.
* Gold prices and currency conversion factors used to estimate
your
reserves.

6. Revise your disclosure about your reserves to indicate that
your
reserve determination is based on a final or bankable feasibility
study.

7. Expand your introductory materials to include a non-technical
discussion of the meaning of the terms "reserve," "proven
reserve,"
and "probable reserve" sufficient that an investor unfamiliar with
your industry can understand the basic concepts.  Provide a brief
explanation of the relative accuracy and risk associated with each
category of reserve.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with a
marked
copy 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 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 to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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 staff comments and the declaration of
effectiveness 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as 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.

      Direct all questions regarding engineering comments to Roger
Baer, Mining Engineer, at (202) 551-3705.  Direct questions
relating
to all other disclosure issues to Jason Wynn, at (202) 551-3756
or, in
his absence, to Tangela Richter, Branch Chief, at (202) 551-3685.
Direct all correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

      cc:  J. Wynn
            R. Baer
            T. Richter

            Richard Feiner, Esq.
            (914) 723-4601
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Gifford A. Dieterle
Capital Gold Corporation
June 15, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

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