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							April 20, 2005

via facsimile and U.S. mail

Mr. W. King Grant
Executive Vice President and Chief Financial Officer
Gasco Energy, Inc.
14 Inverness Drive, Suite 236 Building H
Englewood, CO 80112

	Re:	Gasco Energy, Inc.
		10-K for the fiscal year ended December 31, 2004
		File No. 001-32369

Dear Mr. Grant:

      We have reviewed the above filing and have the following
accounting comments.  Our review has been limited to the areas
identified below.   Please provide us a response to the comments
below and include appropriate disclosure in future filings.  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.

10-K for the fiscal year ended December 31, 2004

Description of Business, page 2

		Risk Factors, page 6

Our oil and gas reserve information is estimated and may not
reflect
our actual reserves, page 8

1. In your discussion regarding the value of future net cash flows
from reserves, we note you state that "we generally base the
estimated discounted future net cash flows from proved reserves on
prices and costs on the date of the estimate."  Please explain to
us
why you use the term generally, which seems to imply that you have
used other methods in determining the estimated value of proved
reserves.  If so, please explain to us what methods you have used.

2. In your document, please include the definition of proved
reserves
as defined in Regulation S-X Rule 4-10(a) and  34 of FAS 25.

Description of Property, page 18

	Petroleum and Natural Gas Properties, page 18

		Riverbend Project, page 19

3. In your discussion regarding the additional working interest
acquired in March 2004, you state that in May 2004, an unrelated
third party exercised its right to purchase 25% of the acquired
properties at the acquisition price.  However, in your Form 8-K/A
filed on 4/14/04, you state that the unrelated third party had the
right to purchase the properties within 30 days following receipt
of
proper notice of the acquisition.  Please explain to us why the
unrelated third party was allowed to acquire the properties at the
acquisition price if the sale did not occur within the prescribed
30
days.

Please also explain to us why the net revenue from the producing
wells from the period 1/1/04 to 3/9/04 was recorded as a reduction
to
the purchase price.  Please include the applicable literature you
used to support your response.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 29

		Results of Operations, page 37

			2003 Compared to 2002, page 38

4. We note your discussion regarding the impairment expense
recorded
in 2002 and that you believed the costs for this property exceeded
the present value of future net revenue. Please expand your
disclosure to clarify whether or not this impairment charge was
recorded as a result of a full cost ceiling test limitation.
Please
supplementally confirm to us that you did perform a full cost
ceiling
test for all periods presented and any impairment recorded was a
result of a ceiling test limitation.

5. Also, we note that your disclosure focuses on one specific
property rather than the entire full cost pool.  Please expand
your
disclosure, if true, to clarify that you determined your
impairment
charge at the full cost pool level rather than the property level.

Notes to Consolidated Financial Statements, page 50

	Note 2 - Significant Accounting Policies, page 50

		Short Term Investments, page 50

6. Please support your conclusion that  preferred auction rate
securities are available-for-sale investments, as defined in FAS
115.

7. Please expand your disclose to explain the nature of the
preferred
auction rate securities, including its specific terms, as well as
the
nature of the underlying security.  In addition, explain what an
auction rate securities is, how you determine its fair value and
how
they are traded.  Finally, disclose where the values of the short
term investments and resulting income and loss are reported  in
your
financial statements.

Property, Plant and Equipment, page 51

8. Please expand your disclosure to explain, in detail, the impact
the adoption of FAS 143 had on your full cost accounting for oil
and
gas properties.  Specifically address  the interaction between FAS
143 and accounting for oil and gas activities under the full cost
method. These disclosures include, but are not limited to, the
calculation of the ceiling test and depreciation, depletion and
amortization.   Refer to SAB Topic 12.4.4 which can be located at
our
website at: http://www.sec.gov/interps/account/sab106.htm.

9. We note that you state the costs of unproved properties are
withheld from the depletion base until they are either developed
or
abandoned.  This does not appear to be consistent with Rule 4-
10(c)
(3) (ii) which states that these costs are excluded from the
depreciation base "until it is determined whether or not proved
reserves can be assigned to the properties."  Please clarify to us
and in your disclosure when such costs are transferred to the
amortization base.

10. Please disclose the total amount of amortization expense per
equivalent physical unit, or explain to us where such information
is
disclosed in the document. Refer to Regulation S-X, Rule 4-10(c)
(7)
(i).

Asset Retirement Obligation, page 52

11. Please explain to us why you have included the pro-forma
effects
of the adoption of FAS 143 for 2003, given that you adopted FAS
143
as of January 1, 2003.

Revenue Recognition, page 53

12. Please expand your disclosure to include information specific
to
your company, including when title transfers to the buyer, and
industry specific information including how the company accounts
for
imbalances.  Please ensure your revenue recognition disclosures
are
consistent with SAB Topic 13 B requirements and EITF 90-22.

Note 3 - Oil and Gas Property, page 58

13. Please include a discussion of the current status of the
significant properties excluded from amortization, including the
anticipated timing of the inclusion of the costs into the
amortization calculation, or explain to us where a similar
discussion
can be found in the document.  Refer to Regulation S-X, Rule 4-
10(c)(7)(ii) for additional guidance.

Note 9 - Stock Options, page 65

14. We note from your disclosure that you have issued stock
options
to consultants of the company.  Please note that under FAS 123  8,
except for transactions with employees, all transactions in which
goods or services are received for the issuance of equity
instruments
shall be accounted for based on the fair value of the
consideration
received or the fair value of the equity instruments, and
recognized
in income.  From your FAS 123 pro-forma disclosure in footnote one
and the disclosure of the amount of compensation expense for
restricted stock found in footnote eight, it appears the only
amount
of compensation expense recognized by the company relates to the
issuance of restricted stock.  Please explain to us if you have
accounted for the options issued to consultants under the
provisions
of FAS 123.  If so, please clearly indicate this throughout the
disclosures in the document.  If not, please provide us what the
fair
value of such options would be as calculated under FAS 123.

Controls and Procedures, page 75

	Disclosure Controls and Procedures, page 75

15. We note in your disclosure that "your Chief Executive Officer
and
Chief Financial Officer concluded that the Company`s disclosure
controls and procedures are effective.  Disclosure controls and
procedures are controls and procedures that are designed to ensure
that information required to be disclosed in Company reports filed
or
submitted under the Exchange Act is recorded, processed,
summarized
and reported within the time periods specified in the Securities
and
Exchange Commission`s rules and forms."  Revise to clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e) for further guidance.

Internal Control over Financial Reporting, page 75

16. In light of the fact that material weaknesses existed with
respect to the areas identified, explain to us and disclose in
reasonable detail the basis for the officers` conclusions that the
company`s disclosure controls and procedures were  effective as of
the end of the period covered by the report.

17. Disclose when the material weaknesses were identified, by whom
they were identified and when the material weaknesses first began.

18. Disclose in greater detail the nature of material weaknesses
identified during your evaluation.  In this regard, also disclose
the
specific steps you have taken, if any, to remediate the material
weaknesses and disclose whether you believe the material
weaknesses
still exists at the end of the period covered by the report or
when
you expect to complete the remediation of the material weaknesses.

Closing Comments

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your responses to our comments
and
provide any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your 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 the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.

      Direct questions regarding accounting issues and related
disclosures to Mark A. Wojciechowski, at (202) 942-1928 or, in his
absence, to Jill Davis, at (202) 942-1996.  Direct questions
relating
to all other disclosure issues to the undersigned at (202) 942-
1870.
Direct all correspondence to the following ZIP code: 20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director
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Mr. W. King Grant
Gasco Energy, Inc.
April 20, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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