SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      March 3, 2005

via U.S. Mail 						         via facsimile

R. David Russell				         	         Ilida
Alvarez
President and Chief Executive Officer 		         Davis Graham
&
Stubbs LLP
Apollo Gold Corporation				         (303) 892-7400
4601 DTC Boulevard, Suite 750
Denver, Colorado 80237

Re:	Apollo Gold Corporation
		Form S-3 filed February 10, 2005
		File No. 333-122693

      Form S-3 filed January 31, 2005
	File No. 333-122433

Dear Mr. Russell:

      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.

Form S-3 filed February 10, 2005

Selling Shareholder, page 19
1. Please provide a more thorough explanation of flow-through
shares
so that the average reader may better understand the nature of
this
security.  For example,
* Explain the material differences between flow-though shares and
non
flow-through shares.
* Clarify whether only certain types of investors qualify to
purchase
a flow-through share.
* How does a holder of flow-through shares specifically utilize
the
benefit of the tax credit?
* Is the tax credit freely transferable?

* Do flow-through shares have a different trade designation than
non
flow-through shares?

In addition, to the extent that the status of a flow-through share
of
common stock is dependent on the eligibility of a specific
investor
to be able to hold a flow-through share as opposed to the share
being
a separate and distinct security from a non flow-through share,
please revise to clarify this distinction.

Form S-3 filed January 31, 2005

Selling Shareholders, page 19

2. Please clarify the nature of the transactions underlying the
shares being registered for resale.  For instance, in the selling
shareholder table, you indicate that the common shares registered
for
resale are explained in footnote 6, but there is no footnote 6.
Also, it is unclear whether the shares being registered are from
the
Series B Financing completed on November 4, 2004, the Units
Offering
completed on January 7, 2005, or some combination of the two.  We
may
have further comment.

3. Further describe the securities to be resold and clearly
delineate
each set of warrants.  Also, clarify whether the warrants are
outstanding.  We may have further comment.

4. It appears that the transactions you seek to register include
resales of up to 1,540,183 shares that underlie warrants that are
not
outstanding and that will only become outstanding upon conversion
of
a "compensation option."  It is not appropriate to register those
shares for resale at this time.  Among other matters, the proposed
transaction does not satisfy one of the "transaction requirements"
of
general instruction I.B of Form S-3.  Requirement I.B.3 is not
applicable to your proposed offering because the warrants are not
outstanding.  Further, requirement I.B.4 is not available because
that requirement permits the registration of issuances upon
exercises
of warrants as opposed to resales.  However, having commenced the
offer of the shares underlying the warrants in an unregistered
transaction, the issuance transaction must be completed without
registration before the resale transaction may be registered.
Please
revise to eliminate the 1,540,183 shares underlying the not-yet-
issued warrants.  Upon conversion of the "compensation option" and
the issuance of those compensation warrants, you may register the
shares underlying those warrants in a separate registration
statement.

Closing Comments

	Please amend the above filings in response to our 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 response 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 response 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 all questions relating to the above comments
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
      T. Richter
??

??

??

??

Apollo Gold Corporation
March 3, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>