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    Meridian Gold Inc.

9670
Gateway Drive

Suite 200

Reno, Nevada 89521-8953

(775) 850-3777

(775) 850-3733 Fax

August 5, 2005

United
States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549-0405

    Re:

    Meridian Gold Inc. (the “Company”)

    Form 40-F for the year ended December 31, 2004

    File March 28, 2005

    Response Letter Dated May 25, 2005

    File No. 1-12003

     We received your letter dated June 30, 2005 concerning your comments on our
annual report on Form 40-F for the year ended December 31, 2004 and our response
dated May 25, 2005 to your letter dated April 27, 2005. We have prepared the
following responses to your comments. The Staff’s comments are shown in bold.

40-F for the Fiscal Year Ended December 31. 2004

Narrative Description of the Business

Accounting for the Impairment of Lonq-Lived Assets, page 12

    1.

    We have reviewed your response to prior comment number 14. It continues to
be unclear why your acquisition of Brancote Holdings PLC does not represent an
acquisition of a business. Additionally, if it is not the acquisition of a business,
please explain why the purchase method of accounting applies. Please provide us with a
comprehensive analysis to support your conclusions that Brancote Holdings PLC is not a
business at the time it was acquired and why the transaction is accounted for under the
purchase method of accounting. Address both US and Canadian GAAP in your response.

     With respect to the first part of your comment, as mentioned in our
response to your previous comment letter, when we purchased the shares of Brancote
Holdings PLC (“Brancote”), we effectively purchased the net assets of Brancote
because, at the time of the acquisition, Brancote did not meet the definition of a
business under EIC 124 “Definition of a Business” in Canada and EITF 98-3
“Determining Whether a

Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business” in the US. EIC
124 states:

“On the second issue, the Committee reached a consensus that, in an acquisition of net assets
or equity interests of an enterprise resulting in control, the guidance in the discussion
below should be used to evaluate whether the transferred set of activities and assets
constitute a business.

A business is a self-sustaining integrated set of activities and assets conducted and managed
for the purpose of providing a return to investors. A business consists of (a) inputs, (b)
processes applied to those inputs, and (c) resulting outputs that are used to generate
revenues. For a transferred set of activities and assets to be a business, it must contain
all of the inputs and processes necessary for it to continue to conduct normal operations
after the transferred set is separated from the transferor, which includes the ability to
sustain a revenue stream by providing its outputs to customers.

The elements necessary for a transferred set to continue to conduct normal operations will
vary by industry and by the operating strategies of the transferred set. An evaluation of the
necessary elements should consider:

Inputs

    a.

    Long-lived assets, including intangible assets, or rights to the use of long-
lived assets. (Long-lived assets include buildings, equipment, licenses,
capital leases of lessees, long-lived assets of lessors subject to operating
leases, proved oil and gas properties and long-term prepaid assets.)

    b.

    Intellectual property.

    c.

    The ability to obtain access to necessary materials or rights.

    d.

    Employees.

Processes

    e.

    The existence of systems, standards, protocols, conventions, and rules that
act to define the processes necessary for normal, self-sustaining operations,
such as (i) strategic management processes, (ii) operational processes, and
(iii) resource management processes.

Outputs

    f.

    The ability to obtain access to the customers that purchase the outputs of the
transferred set.

A transferred set of activities and assets fails the definition of a business if it excludes
one or more of the above items such that it is not possible for the set to continue normal
operations and sustain a revenue stream by providing its products and/or services to
customers. However, if the excluded item or items are only minor (based on the degree of
difficulty and the level of investment necessary to obtain access to or to acquire the
missing item(s)), then the transferred set is capable of continuing normal operations and is
a business. The assessment of whether excluded items are only minor should be made

without regard to the attributes of the transferee and should consider such factors as
the uniqueness or scarcity of the missing element, the time frame, the level of effort, and
the cost required to obtain the missing element. If goodwill is present in a transferred set
of activities and assets, it should be presumed that the excluded items are minor and that
the transferred set is a business.

The assessment of whether a transferred set is a business should be made without regard to
how the transferee intends to use the transferred set. In other words, it is not relevant to
the evaluation of whether the transferred set is a business whether the transferee will
actually operate the set on a stand-alone basis or intends to continue using the transferred
set in the same manner as the transferor.

If all but a de minimis (say, three percent) amount of the fair value of the transferred set
of activities and assets is represented by a single tangible or intangible asset, the
concentration of value in the single asset is an indicator that an asset rather than a
business is being received.”

     As noted above, EIC 124 indicates that to qualify as a business acquisition, the transferee
must have acquired inputs, processes and outputs. In our case:

Inputs — we purchased development-stage (i.e. non-producing) mineral properties, which
would qualify as inputs.

Processes — we did not acquire strategic management processes, operational processes or
resource management processes. Through the purchase of Brancote, we did not acquire resource
management and operational processes for exploration and development activities or to convert
mineral resources into precious metals necessary for “normal, self-sustaining operations”.

Outputs — there were no outputs from the acquired asset, as the property was not advanced
enough to be able to generate any revenues yet.

     As two of the three qualifiers were not met and these two factors are significant in the
determination of a business, the acquisition did not qualify as a purchase of a business and
accordingly, we accounted for the acquisition of Brancote as the purchase of Brancote’s net assets.
As Brancote was not considered a business at the time of the acquisition, no amount of the
purchase consideration was allocated to goodwill. The consideration given (being the quoted market
value of our shares issued plus transaction costs) was allocated to the assets acquired and
liabilities assumed, including the related income tax effects, with substantially all of this being
allocated to the Esquel property.

     As we have established that the acquisition of Brancote was not a purchase of a business, we
now turn to the second part of your question, why the purchase method of accounting was used.
Although paragraph 8 of CICA 1581 “Business Combinations”, indicates that “a business combination
does not include the purchase of a single asset or a group of assets that does not constitute a
business”, paragraph 10 describes the purchase method of accounting for a business combination as
“... follows the concepts normally applicable to the initial recognition and measurement of assets
acquired, liabilities assumed or incurred, and equity instruments issued ...”.

Accordingly, although Brancote does not constitute a business, concepts similar to the “purchase
method of accounting” were used to account for the acquisition.

     In the our case, mining properties are considered property, plant and equipment under
paragraph 6 of CICA 3061 “Property, Plant and Equipment”, and accordingly, the acquisition of the
Esquel project has been accounted for in accordance with paragraphs 16 through 18 of CICA 3061 and
paragraphs 43 through 45 of CICA 3465 “Income Taxes”. The other assets acquired and liabilities
assumed, which were considered de minimis, were accounted for at their fair value (although EIC 110
“Accounting for Acquired Future Tax Benefits in Certain Purchase Transactions that are not Business
Combinations”, was applied to account for certain tax benefits acquired). We referred to using the
“purchase method of accounting” in our footnote for the acquisition of Brancote because in essence,
that is how the acquisition was accounted for.

     We understand the response above would be equally applicable to U.S. GAAP.

Esquel. page 20

    2.

    We have reviewed your response to prior comment number 2. We note that you continue
to need to “secure the necessary permits.” Please explain, in detail, whether or not you
have legal feasibility on this project. It is our understanding that in March of 2003 the
province banned the use of open pit mining and the use of cyanide in processing
operations. Please explain why this did not result in impairment in the assets associated
with this project and that there are proven and probable reserves.

     We completed an economic feasibility study in the fourth quarter of 2002, and publicly filed a
technical report for the Esquel property in May 2003 (available on www.SEDAR.com) which
substantially contains the information used in the determination of our reserves. The original
mine plans continue to be valid under Argentine mining laws. However, as we mentioned in our
response dated May 25, 2005, we are in the process of developing alternative mine plans to address
public concerns raised subsequent to the completion of our feasibility study.

     Canada’s prevailing instructions for reserve determination is National Instrument 43-101,
“Standards of Disclosure for Mineral Projects”.

     Canada’s National Instrument 43-101 Part 1.4 defers the definition of ‘mineral reserve’ to the
Canadian Institute of Mining, Metallurgy and Petroleum’s CIM Standards on Mineral Resources and
Reserves Definitions and Guidelines adopted by the CIM Council on August 20, 2000 or as amended.
The CIM Standards on Mineral Resources and Reserves Definitions and Guidelines states

“A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral
Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include
adequate information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that the economic extraction can be
justified. A Mineral

Reserve includes diluting materials and allowances for losses that may occur when the
material is mined.”

”... The term ‘Mineral Reserve’ need not necessarily signify that extraction facilities are
in place or operative or that all government approvals have been received. It does signify
that there are reasonable expectations of such approvals.”

     We maintain that the mineral deposits on our Esquel property could be economically and legally
extracted and have reported reserves based on our original feasibility study.

     In your letter dated June 30, 2005 you referred to a law in the Province of Chubut in which
the province banned the use of open pit mining and the use of cyanide in processing operations.
Law No. 5001 of the Province of Chubut (hereinafter, “Law 5001”), enacted on March 2003, bans open
pit mining activities throughout the provincial territory, as well as the use of cyanide. In the
opinion of our legal counsel in Argentina, Law 5001 is unconstitutional since it violates the
Company’s property rights and has effects similar than those of an expropriation. In addition, it
also violates the National Constitution’s supremacy principle, since the National Congress has
exclusive powers to enact the mining legislation.

     Futhermore, Law 5001 violates the Federal Mining Agreement (FMA) enacted by the National Law
24.448. The FMA was ratified by the Legislature of the Province of Chubut and, as a piece of
intra-federal law, prevails over provincial laws. Therefore, the FMA prevails over Law 5001.

     It should also be borne in mind that, under Argentine law, the laws enacted by the National
Congress or by the provincial legislatures cannot have retroactive effects if they violate vested
rights. Law 5001 does violate the Company’s preexisting property rights, and has effects similar
than those of an expropriation. In addition, Law 5001 violates the Investment Protection Treaty
executed between the Government of Canada and the Republic of Argentina.

     It should also be taken into account that, in order to be fully operative, Law 5001 would
need to be regulated through an implementing decree in order to set forth the allowed uses of the
provincial land, which to date has not been done.

     Based upon the foregoing, we have a reasonable expectation that the required approvals may be
obtained, we have legal feasibility for the project and the project is not impaired.

Financial Statements

Statements of Operations, page 26

    3.

    We have reviewed your response to prior comment number 5. Please expand your
reconciliation to US GAAP to highlight this reporting difference.

     In our letter dated May 25, 2005, we referenced SAB Topic 1 “Financial Statements” D.
“Foreign Companies” 1. “Disclosures required of companies complying with Item 17 of Form
20-F” which reads:

“Question: Assuming that the registrant’s financial statements include a discussion
of material variances from U.S. GAAP along with quantitative reconciliations of net income
and material balance sheet items, does Item 17 of Form 20-F require other disclosures in
addition to those prescribed by the standards and practices which comprise the comprehensive
basis on which the registrant’s primary financial statements are prepared?

Interpretive Response: No. The distinction between Items 17 and 18 is premised on a
classification of the requirements of U.S. GAAP and Regulation S-X into those that specify
the methods of measuring the amounts shown on the face of the financial statements and those
prescribing disclosures that explain, modify or supplement the accounting measurements.
Disclosures required by U.S. GAAP but not required under the foreign GAAP on which the
financial statements are prepared need not be furnished pursuant to Item 17.”

     We believe that our reconciliation to U.S. GAAP identifies, on a comprehensive basis, those
items in which the methods of measuring the amounts are different between Canadian and U.S. GAAP
and that additional disclosure is not necessary for the presentation of cost of sales and
depreciation, depletion and amortization.

Statement of Cash Flows, page 28

    4.

    We have reviewed your response to prior comment number 6 and do not believe you have
addressed our comment. We note the Illustrative example in CICA 1540, and that the subtotal
presented does not include net income or loss, and only includes “items not effecting
cash.” Accordingly, we reissue our prior comment in its entirety.

We note in your reconciliation of net earnings to net cash provided by operating
activities that you present a subtotal of net income and various charges and credits
above total net cash from operating activities. Support your disclosure of this
subtotal under Canadian GAAP as there does not appear to be a provision within CICA
1540 for this presentation.

     As previously noted, our statement of cash flows has been prepared in accordance with the
indirect method described in paragraph 22 of CICA 1540 “Cash Flow Stateme