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SEC Company Response from GASCO ENERGY INC (CIK 0001086319) — Oct 28, 2005

GASCO ENERGY INC (CIK 0001086319)
Date: Oct. 28, 2005 · CIK: 0001086319 · Accession: 0001086319-05-000089

AI Filing Summary & Sentiment

File numbers found in text: 333-128547

Date
October 28, 2005
Author
/s/ W. King Grant
Form
CORRESP
Company
GASCO ENERGY INC (CIK 0001086319)

Letter

Re: Gasco Energy, Inc. (the "Company") Amendment No. 1 to Form S-3 - File No. 333-128547 Filed October 27, 2005

GASCO ENERGY, INC. 14 Inverness Drive East Building H, Suite 236 Englewood, Colorado 80112

October 28, 2005

VIA FACSIMILE and EDGAR

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

Ladies and Gentlemen:

Set forth below are the responses of the Company to the oral comments of the staff of the Securities and Exchange Commission (the "Staff") communicated to the Company's outside legal counsel. For your convenience, the comments provided by the Staff have been included before the response. In response to these comments, the Company has filed Amendment No. 1 to such registration statement.

1. The Staff requested that the legal opinion as to the legality of the securities being registered be revised to specifically opine to matters related to New York law.

RESPONSE: We have included in Amendment No. 1 to the above referenced registration statement separate legal opinions that address the appropriate matters without qualification to applicable legal jurisdictions relevant to such opinions.

2. The Staff requested that the Company confirm that it will file unqualified legal opinions on Form 8-K at that time it issues any securities under the registration statement.

RESPONSE: The Company hereby confirms that unqualified legal opinions will be filed on Form 8-K at the time of filing a prospectus supplement with respect to issuances of securities under such registration statement.

<PAGE>

If you have any questions or comments, please call me at (303) 483-0044.

Sincerely,
/s/ W. King Grant
-----------------

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<TEXT>

                               GASCO ENERGY, INC.
                             14 Inverness Drive East
                              Building H, Suite 236
                            Englewood, Colorado 80112

October 28, 2005

VIA FACSIMILE and EDGAR

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

         Re:      Gasco Energy, Inc. (the "Company")
                  Amendment No. 1 to Form S-3 - File No. 333-128547
                  Filed October 27, 2005

Ladies and Gentlemen:

         Set forth below are the  responses of the Company to the oral  comments
of  the  staff  of  the  Securities  and  Exchange   Commission   (the  "Staff")
communicated to the Company's outside legal counsel.  For your convenience,  the
comments  provided  by the Staff  have been  included  before the  response.  In
response  to these  comments,  the  Company  has filed  Amendment  No. 1 to such
registration statement.

1. The  Staff  requested  that  the  legal  opinion  as to the  legality  of the
securities being registered be revised to specifically  opine to matters related
to New York law.

         RESPONSE:  We have included in Amendment No. 1 to the above  referenced
registration  statement  separate  legal  opinions that address the  appropriate
matters without qualification to applicable legal jurisdictions relevant to such
opinions.

2. The Staff  requested that the Company  confirm that it will file  unqualified
legal  opinions  on Form 8-K at that time it  issues  any  securities  under the
registration statement.

         RESPONSE:  The Company hereby confirms that unqualified  legal opinions
will be filed on Form 8-K at the time of  filing a  prospectus  supplement  with
respect to issuances of securities under such registration statement.

                                       1
<PAGE>

If you have any questions or comments, please call me at (303) 483-0044.

Sincerely,

/s/ W. King Grant
-----------------

W. King Grant
Chief Financial Officer and
Executive Vice President

                                       2
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