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January 26, 2009

            Chris White

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

Washington, D.C. 20549-7010

            Re:

            NovaGold Resources Inc. (“NovaGold or the Company”)

Staff Comments dated November 21, 2008, regarding

Form 40-F for Fiscal Year Ended November 30, 2007

Filed March 4, 2008

File No. 1-31913

Dear Mr. White:

We write in response to your letter dated November 21, 2008 in connection with the review of the above-referenced annual report on Form 40-F (the “2007 40-F”). For reference purposes, we have included your original questions and noted our response in the same order as was originally quoted in your letter.

In some of the responses, we have agreed to change or supplement the disclosures in future filings. We are doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission (the “Commission”), and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were in any way deficient. We have also indicated in some responses that we believe no change in disclosure is appropriate, and have explained why.

Form 40-F for the Fiscal Year Ended November 30, 2007

Table of Contractual Commitments, page 8

            1.

            Please revise this table to include other long-term obligations reflected on your balance sheet. Refer to Regulation S-K, Item 303(a)(5)(i) for further guidance.

Background and Analysis

The Company would make the following revision to the table filed within the Form 40-F by amending the table as follows:

            Contractual Obligations

            Total

            Less than 1 year

            1- 3 years

            3 – 5 years

            More than 5 years

            Long-Term Debt Obligations

            -

            -

            -

            -

            -

            Capital (Finance) Lease Obligations

            -

            -

            -

            -

            -

            Operating Lease Obligations

            6.8

            0.9

            2.1

            0.6

            3.2

            Purchase Obligations

            67.8

            3.0

            -

            -

            64.8

            Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under Canadian GAAP

            74.2

            62.5

            -

            -

            11.7

 Suite 2300, 200 Granville Street, Vancouver, BC  V6C 1S4  Canada

Telephone 604-669-6227   •   Facsimile 604-669-6272    •   www.novagold.net

Toronto Stock Exchange: NG     •   American Stock Exchange: NG

Chris White

Securities and Exchange Commission

2

January 26, 2009

            Total

            148.8

            66.4

            2.1

            0.6

            79.7

Due to the timing of the comment letter, management requests that it reflect the revision in the Form 40-F to be filed for the year ended November 30, 2008 which is anticipated to by filed on or about February 28, 2009 (the “2008 40-F”).

Exhibit 99.2 – Audited Consolidated Financial Statements

Independent Auditors’ Report, page 12

            2.

            In an amended filing, provide an audit opinion signed by your independent auditors.

Background and Analysis

A signed audit opinion had been received from the Company’s auditors, PricewaterhouseCoopers LLP, prior to filing. Mistakenly, this was not EDGARized appropriately, as it excluded “[signed: PricewaterhouseCoopers LLP]”.

The Company refers to the audited financial statements filed on www.sedar.com which reflect this oversight was purely administrative. Due to the timing of the comment letter and the availability of the signed audit opinion on SEDAR, management requests that it not be required to amend the 2007 40-F. Management will ensure that a signed audit opinion is included with the 2008 40-F.

Notes to Consolidated Financial Statements

Note 2 – Accounting Policies

Mineral properties and related deferred costs, page 20

            3.

            We note your accounting policy to measure for impairment of mineral properties and related costs is based on estimates of future cash flows, when available or alternative methods if cash flows are not determinable. Please tell us the method used to determine no provision for impairment was necessary for the Galore Creek project. Include a list of all assumptions and input values used and your analysis supporting the reasonableness of such assumptions and values. In your response, please address the results of your impairment analysis under both Canadian and U.S. Generally Accepted Accounting Principles (GAAP).

Background and Analysis

To test recoverability and to determine fair value of the Galore Creek project, management used the accepted methods of analyzing cash flows of the project based on all available information the Company had to date. The Galore Creek Partnership through its operating company, Galore Creek Mining Corporation (“GCMC”), engaged AMEC to produce a cash flow model based on revised capital costs and operating costs. At the same time, Teck Cominco’s (“Teck”) internal valuation team prepared a ‘real option pricing model’ for the Galore Creek project. Both models had some inconsistencies with their design with the AMEC model being static and Teck’s internal model being out of date compared with the most recent understanding by AMEC of capex and operating costs. The Galore Creek Partnership engaged an external advisor to combine the models into one working model to
assist NovaGold and Teck in calculating undiscounted, discounted and risk adjusted cash flows expected from the project for their respective impairment testing.

Cash flows used to test for  recoverability  incorporated  the  enterprises  own
assumptions about its use,  considering all available  evidence.  If alternative
course of action to recover the carrying amount is under  consideration  or if a
range is estimated for the amount of possible future cash flows  associated with
the likely

Chris White

Securities and Exchange Commission

3

January 26, 2009

course of action,  the  likelihood  of those  possible  outcomes  is
considered.  A  probability-weighted  approach may be useful in considering  the
likelihood of possible outcomes.

Undiscounted cash flows were calculated with no commodity price escalation, CPI inflation, capital expenditure inflation and operating cost inflation. The Company considered the following four scenarios as most relevant for the undiscounted cash flow analysis.

            Au

US$/ounce

            Cu

US$/lb

            Ag

US$/ounce

            FX

Cdn/US

            Net

C$million

1. AMEC model

$650

$1.50

$10

1.15

($418)

2. GCMC model

$650

$1.55

$11

1.11

($429)

3. NG model

$700

$1.75

$11

1.10

$790

4. Historical 3 yr         Average

$581

$2.65

$10.75

1.10

$4,449

Probability was assigned equally at 25% to the four scenarios in an attempt to remove bias to each scenario.

            AMEC

            ($418)

            X 25%

            = ($104.50)

            GC Resource

            ($429) X 25%

            = ($107.25)

            NG long term

            $790 X 25%

            = $197.50

            Historical

            $4,449 X 25%

            = $1,112.25

            Undiscounted cash flow

            = $1,098.00

The book value, under Canadian GAAP, for the Galore Creek project at November 30, 2007 is approximately $621 million ($384 million in PP&E and $237 million in Mineral Properties). Therefore, as the book value does not exceed the probability-weighted undiscounted cash flow of $1,098 million, no impairment exists at November 30, 2007 under Canadian GAAP.

Under US GAAP, the book value excludes exploration expenditures of $124 million as these costs are expensed when incurred for US GAAP purposes, therefore the book value, under US GAAP, for the Galore Creek project at November 30, 2007 is approximately $497 million ($384 million in PP&E and $113 million in Mineral Property acquisition costs). As this book value does not exceed the probability-weighted undiscounted cash flow, no impairment exists at November 30, 2007 under US GAAP.

As a result of the above analysis, the cash flow test for recoverability indicates that no impairment exists at the Company’s year ended November 30, 2007.

            4.

            On a similar matter, please tell us how you considered amounts recorded as construction in progress costs for Galore Creek and suspension costs in your impairment analysis.

Background and Analysis

Please refer to the above analysis, which included construction in progress and capitalized suspension costs of $15 million relating to equipment purchased on settlement of contracts (these costs are included in the construction in progress amount).

Chris White

Securities and Exchange Commission

4

January 26, 2009

Note 3, Galore Creek Partnership, page 22

            5.

            We note the $30.4 million project suspension cost recovery in periods subsequent to November 30, 2007. Your disclosure in the Form 6-K for the interim period ended August 31, 2008 indicates the recovery is due to the settlement of six contracts. However, it appears this demobilization project is ongoing and the related accrual will require additional adjustment in future periods. Tell us how your accrual as of November 30, 2007 and this related reversal conform to the requirements of Statement of Financial Accounting Standards (SFAS) 5 and FASB Interpretation 14 and do not require adjustment within the reconciliation to U.S. GAAP in note 16. Include in your response how this reversal will be reported in your reconciliation to U.S. GAAP in your Form 40-F for Fiscal Year 2008.

Background and Analysis

Per SFAS 5 and FASB Interpretation 14, an estimated loss from a loss contingency shall be accrued by a charge to income if both of the following conditions are met:

            (a)

            Information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss.

            (b)

            The amount of loss can be reasonably estimated.

The Company believes that both of these conditions were met based on the following:

The Company believed that the suspension announcement and the subsequent suspension letters dated November 26, 2007 (i.e. prior to the year ended November 30, 2007) provided to the vendors constituted a constructive liability that entailed a future settlement with little or no discretion to avoid.

The Company believed that a constructive obligation existed relating to the shutdown costs as there was little or no discretion to avoid the future costs of removing the contractors’ equipment from the site and thus, a liability for these costs was estimated based on the provisions of the various contracts and provided for at November 30, 2007. These costs also included stand-by charges for idle equipment and other demobilization related costs such as camp costs, helicopter support costs and additional personnel costs.

The Company’s legal counsel also believed that at the date of Teck and NovaGold signing the revised letter agreement, both companies had a legal obligation to fund the suspension costs. These costs were a future certainty, and created little to no economic benefit to the partnership and could not be avoided.

The Company recorded a liability of  approximately  $5.0 million at the year end
for all the  employees  identified  in the  current  suspension  program  as the
Company provided all Galore Creek employees correspondence notifying them of the
potential  termination  of all  positions on December 7, 2007 as a result of the
suspension  decision  publicly  announced  on November  26,  2007.  Although the
notification date was subsequent to year end, it was management’s intention
to inform the employees as soon as was practicable.  This was  management’s
best estimate to date and was subject to change with new information. A detailed
review between the human  resources teams at NovaGold and Teck Cominco and their
respective lawyers and the group concluded that a “group  termination”
of  construction  employees  would be  triggered  sometime  during 2008 with the
number of staff being terminated throughout the year.  The requirement to keep certain employees on staff is unique since the snow fall
in the winter  months  and the snow melt in the spring  causes a delay in access
for  demobilization  efforts into the summer.  The Company needed to continue to
keep certain employees on staff to assist with the  demobilization  and thus, it
is a cost to the Company  that will also have no future  economic  benefit.  The
salaries and

Chris White

Securities and Exchange Commission

5

January 26, 2009

severance  costs of all the affected  employees was included in the
suspension  costs  accrued  at the year  end.  The  salaries  for any  employees
identified as providing care and  maintenance  services during 2008 was expensed
as a period cost as incurred.

With respects to the adjustment of the estimated suspension costs resulting in a reversal of $32 million in the current year earnings, these will be reflected as current year earnings in the 2008 40-F as per the guidance of SFAS 154 Accounting Changes and Error Corrections and APB Opinion No. 20 Accounting Changes. Based on information made available subsequent to the issuance of the November 30, 2007 financial statements (i.e. subsequent contract settlements), it became apparent that the amount allowed for by GCMC was greater than amount that would end up necessary to satisfy the contract settlements and demobilization efforts, primarily as a result of GCMC purchasing equipment that it intended to use in the future, rather than having to pay stand-by
fees, helicopter transportation costs, etc that were estimated in order to remove the contractors’ equipment from the construction sites. Thus, as these contracts were settled during fiscal 2008, and the events and conditions were not in place at November 30, 2007, management believes that no adjustment to the recorded liability at November 30, 2007 is required, and that the adjustment should be reflected in fiscal 2008.

Note: The Company also referred to FAS 146, and Canadian GAAP standards EIC134 and EIC-135 when calculating the accrual recorded at November 30, 2007.

Note 5 – Mineral properties and related deferred costs, page 26

            (c)

            We note the amendment of the Mining Venture Agreement (MVA) with Barrick Gold Corp. (Barrick). Your annual information form discloses on page 13 that this amendment arose over a dispute regarding a back-in agreement. The amendment reduces your ownership percentage from 70% to 50% and requires you to reimburse Barrick US $64.8 million which you have accrued. Tell us whether you have accounted for this accrual as an additional investment in Donlin, as a current expense or in some other manner. If you have not recorded this as an expense, tell us why you believe this treatment is in accordance with U.S. GAAP. Please cite authoritative literature in your response.

Background and Analysis

The amounts accrued in relation to amounts owing to Barrick US were expensed during the year ended November 30, 2007 as the costs were incurred by Barrick US on exploration and development of Donlin Creek. Donlin Creek did not yet have proven reserves (i.e. a bankable feasibility study had not been approved).

Note 6 – Power project development costs, page 27

            (d)