SecProbe.io

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							May 6, 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
		Supplemental response dated April 29, 2005
		10-K/A for the fiscal year ended December 31, 2004
		File No. 001-32369

Dear Mr. Grant:

      We have read your filings and supplemental responses and
have
the following additional 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.

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

1. You did not electronically file your response letter dated
April
29, 2005, as required by Subparts 232.100 and 232.101 of
Regulation
S-T.  Please electronically file your response letter, as well as
all
future correspondence.

Notes to Consolidated Financial Statements, page 50

	Note 2 - Significant Accounting Policies, page 50

      Short Term Investments, page 50

2. In your response to prior comment number 6, you explain that
the
preferred auction rate securities are purchased and sold via an
auction process and are not held to maturity.  Therefore, the
securities have been classified as available for sale.  Please
explain to us why you determined the securities to be available
for
sale as compared to trading securities, as those terms are defined
in
FAS 115.

3. In your response to prior comment number 7 you state the
auction
rate securities are stated at fair value based on quoted market
prices, and the income earned on the investments is included in
interest income.  If applicable, please further explain how the
unrealized gain or loss on the investments is recorded in the
financial statements.

Property, Plant and Equipment, page 51

4. Your response to prior comment number 8 addressed the financial
statement effects of future cash flows associated with settling
asset
retirement obligations that are currently accrued in the balance
sheet.  In addition, please provide a discussion regarding the
financial statement effects of cash flows associated with asset
retirement obligations which have not been recorded as there is
not a
legal liability to do so.

10-K/A No. 1 for the fiscal year ended December 31, 2004

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certifications

5. Please note that paragraph 4 of the certifications does not
include the language regarding internal controls over financial
reporting.  In the annual report that includes managements report
on
internal control over financial reporting and thereafter, the
Section
302 certifications should include the phrases related to internal
control over financial reporting included as paragraph 4 and 4 (b)
in
Item 601(b)(31) of Regulation S-K.  Please explain to us why the
phrases were not included in the certification, and if applicable,
revise your filing to include the appropriately worded
certifications.

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 understand that we may have additional comments after
reviewing your responses to our comments.  In addition, please
ensure
that you provide the representations previously requested, as
outlined below.

      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.
May 6, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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