SecProbe.io

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April 29, 2005

VIA FACSIMILE

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-0405
Attention:  Mr. Mark Wojciechowski
Fax:  (202) 942-9528

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

Ladies and Gentlemen:

         Set forth below are the responses of the Company to the comments of the
staff of the  Securities  and Exchange  Commission  (the "Staff") in the comment
letter of the Staff dated  April 20, 2005  addressed  to the  Company.  For your
convenience,  the comments  provided by the Staff have been included  before the
response in the order presented in the comment letter. We have also attached the
text of our Item 9A  disclosure,  which we will include in our  amendment to our
annual  report on Form  10-K/A (the  "Amendment"),  which we plan to file on the
date hereof, in order to comply with the Staff's exemption order of November 30,
2004.

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 of determining  the estimated value of
proved reserves. If so, please explain to us what methods you have used.

RESPONSE:  We have not used any other methods of determining our estimated value
of proved  reserves and will delete the word generally  from this  discussion in
future filings.

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

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RESPONSE:  In future filings, we will include a glossary of oil and gas terms in
which we will  include  the  definition  of  proved  reserves  set forth in Rule
4-10(a).

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 these 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.

RESPONSE:  Subsequent to the filing of the Form 8-K/A on 4/14/04,  the unrelated
third party  claimed that it did not receive the notice that we provided to them
regarding the acquisition.  In order to avoid any dispute,  we provided a second
notice that  effectively  extended  the 30-day  election  period and allowed the
unrelated third party to acquire these properties at the acquisition price.

The producing  wells were acquired based on an effective  date of 1/1/04.  As is
typical in an acquisition  based on an earlier  effective date, the terms of the
acquisition  provided for a reduction  in purchase  price equal to the amount of
revenues received and retained by the seller from the effective date through the
closing  date.  The revenue from the  producing  wells from the period 1/1/04 to
3/9/04 was recorded as a reduction to the purchase price in accordance  with FAS
141 P. 48, 49 and 50.

4. We note your discussion regarding the impairment expense recorded in 2002 and
that you  believed  the costs for the  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  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.

RESPONSE:  Because we use the full cost method of accounting, we perform ceiling
tests on a  quarterly  basis  with  respect to a pool  consisting  of all of our
properties.  We also take  impairment  charges  for wells when the total cost of
such well exceeds the estimated  value of future cash flows of all of our proved
reserves,  discounted at 10%. All of the Company's recorded  impairments to date
are as a result of a ceiling test limitation.  With respect to the well to which
you refer in your  question,  a ceiling test was  performed at the time the well
was considered a dry hole using the Company's  internal  estimate of the present
value of future net revenue of all of our proved reserves  discounted at 10% and
the resulting impairment was recorded. Because this well was the first well that
the Company  drilled,  the Company did not have a formal  reserve  report at the
time we determined this well to be a dry hole. For this reason we indicated that
we believed the costs  exceeded the present value of future net revenue  because

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the timing of the impairment was prior to the  preparation of the Company's year
end reserve report. In future filings, we will specify that the impairment was a
result  of a full  cost  ceiling  test  limitation.  Please  note  that  we have
previously  addressed  this issue with the Staff in our  response  letter  dated
December 16, 2002, addressing a Staff comment letter dated December 11, 2002.

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.

RESPONSE: Please see the response to question 4 above.

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

RESPONSE:  Auction rate securities are considered  available-for-sale short term
investments  because these  investments  are bought and sold in the  marketplace
through a bidding  process.  If an auction  fails because sell orders exceed buy
orders,  or if it fails for any other reason,  existing  holders must hold their
positions until the next auction date. For this reason, these investments cannot
be  considered  cash  equivalents.  The  Company  does not  intend to hold these
investments until maturity but rather holds them as available for sale.

7. Please expand your disclosure 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 security 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.

RESPONSE:  In future filings, we will add the following additional disclosure to
our  description  of  Short-term  Investments  included in Note 2 -  Significant
Accounting Policies:

         Preferred auction rate securities  represent preferred shares issued by
         closed end funds and are  typically  traded at  auctions  that are held
         periodically  at the time the dividend rate for the next period is set.
         The Company typically invests in triple A rated preferred auctions that
         have a dividend rate period of 28 days.  These securities are stated at
         fair value based on quoted  market  prices.  The income earned on these
         investments  is  included  in  interest  income  in  the   accompanying
         financial statements.

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  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.

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RESPONSE:  In future filings, we will add the following additional disclosure to
our FAS 143 disclosure in the Asset  Retirement  Obligation  section of Note 2 -
Significant Accounting Policies:

         The  increase  in  carrying  value of a  property  associated  with the
         capitalization  of an asset  retirement  cost is included in proved oil
         and gas  properties in the  consolidated  balance  sheets.  The amounts
         added to proved oil and gas  property  costs are  depleted.  The future
         cash outflows associated with settling the asset retirement obligations
         that have been accrued in the accompanying  balance sheets are excluded
         from the ceiling test calculations.

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.

RESPONSE:  The Company withholds costs of unproved properties from the depletion
base until it is determined  whether or not proved reserves can be assigned from
the  properties.  We will revise our  disclosure  in the future to clarify  this
point.

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).

RESPONSE:  We  disclosed  this  information  on page 22 of our 10-K in the table
under the heading Volumes, Prices and Operating Expenses.

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.

RESPONSE:  To  provide  a  meaningful  comparison  to our 2002  information,  we
presented pro-forma information for 2003, as if no cumulative effect of adopting
SFAS No. 143 had been made.  In our future  filings,  we will add a  description
above the pro forma table describing the adjustments in greater detail.

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.

RESPONSE:  We will  add  the  following  additional  disclosure  to the  Revenue
Recognition  section of Note 2 - Significant  Accounting  Policies in our future
filings:

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         The Company  records  revenues  from the sales of natural gas and crude
         oil  when   delivery  to  the  customer  has  occurred  and  title  has
         transferred.  This  occurs  when  oil or gas has  been  delivered  to a
         pipeline or a tank  lifting has  occurred.  The Company  uses the sales
         method to account for gas  imbalances.  Under this  method,  revenue is
         recorded on the basis of gas actually sold by the Company. In addition,
         the Company  records  revenue for its share of gas sold by other owners
         that   cannot  be   volumetrically   balanced  in  the  future  due  to
         insufficient  remaining reserves.  The Company also reduces revenue for
         other  owners'  gas sold by the Company  that cannot be  volumetrically
         balanced  in the future due to  insufficient  remaining  reserves.  The
         Company's  remaining over- and under-produced  gas balancing  positions
         are  considered  in the  Company's  proved  oil and gas  reserves.  Gas
         imbalances at December 31, 2003 and 2004 were not significant.

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.

RESPONSE: The paragraph under the unproved acreage reconciliation discloses that
the  Company  plans to drill 20  wells in Utah  during  2005 and is  considering
several  options for its Wyoming and California  acreage such as the farm-out of
some of its acreage and other  similar  type  transactions.  With respect to the
wells that we plan to drill in Utah,  we discuss our drilling  plans under "Item
2.  Description  of  Property--Riverbend  Project,"  and  "Item 7.  Management's
Discussion and  Analysis--Overview"  and "--Liquidity and Capital Resources." At
this time, the Company has no activities with respect to the properties excluded
from  amortization  located  in  Wyoming  or  California  and  does not have any
definitive  plans with  respect to these  properties.  We  continue  to evaluate
options  with  respect  to these  properties,  however,  we cannot  provide  any
guidance  with  respect  to timing as to  development  or  disposition  until we
formulate  our  plans.  In  our  future  filings,  we  will  include  additional
disclosure  with respect to the timing of these  projects  and the  inclusion of
costs in our amortization calculation as we solidify our plans.

14.  We note  from  your  disclosure  that  you have  issued  stock  options  to
consultants  of the  company.  Please  note that under FAS 123 P. 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  that the only amount of
compensation  expense  recognized  by the  company  relates to the  issuance  of
restricted  stock.  Please  explain to use if you have accounted for the options
issued to  consultants  under the  provisions of FAS 123. If so, please  clearly
indicate this  throughout the document.  If not, please provide us what the fair
value of such options would be calculated under FAS 123.

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RESPONSE:  We have  accounted for the options  issued to  consultants  under the
provisions  of FAS 123.  Because  this  expense is not  properly  classified  as
compensation,   we  included  the  expense  associated  with  these  options  as
consulting  expense in the accompanying  financial  statements.  The FAS 123 pro
forma  disclosure in Note 2 represents the  compensation  expense related to the
Company's  employees  and  excludes  any amounts  paid to  consultants.  We will
clarify this disclosure in our future filings.

15. We note in your  disclosures  that "your Chief  Executive  Officer and Chief
Financial  Officer  conclude