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   Filed by Automated Filing Services Inc. (604) 609-0244 - NovaGold Resources Inc. - Corresp

August 3, 2005

 Ms. April Sifford and Mr. Gary Newberry

  United States Securities and Exchange Commission

  Division of Corporate Finance

  100 F Street, N.E.

  Washington, D.C. 20549-7010

     Re:
     NovaGold Resources Inc. (“NovaGold”)

     Form 40-F for Fiscal Year Ended November 30, 2004

     Filed April 20, 2005         File
      No. 1-31913

Dear Ms. Sifford and Mr. Newberry:

 We write in response to your letter dated July 18, 2005 in
  connection with the review of the Company’s 40-F filing for the fiscal
  year ended November 30, 2004. For reference purposes, we have included your
  original questions and noted our response in the same order as was originally
  quoted in your letter.

Form 40-F for the year ended November 30, 2004 Consolidated Financial Statements

Note 3 - Business Acquisition, page 14

     1.
     In the acquisition of SpectrumGold, you have
        disclosed that an excess of consideration over book value acquired of
        $85 million has been allocated to the Galore Creek mineral property.
        Your discussion of the Galore Creek property in Item 3, page 11, indicates
        that this property does not contain a measured mineral resource. Tell
        us what facts and analysis you relied on to support the allocation of
        $85 million to the value of mineral properties as opposed to goodwill.
        Provide any engineering reports you believe support your conclusion. We
        may have further comment.

     Background and Analysis

     i)
     Effective July 15, 2004, NovaGold completed the
        purchase of the remaining 45% of SpectrumGold Inc.’s (“SpectrumGold”)
        outstanding common shares.

     ii)
     Despite the fact that the purchase was described
        in Note 3 to NovaGold’s November 30, 2004 consolidated financial
        statements as a business combination, it was an acquisition of an asset
        for accounting purposes.

     iii)
     NovaGold had considered the guidance provided by
        the Canadian Institute of Chartered Accountants Emerging Issues Committee
        Abstract 124 – Definition of a Business (“EIC 124”)
        and FASB Emerging Issues Task Force Issue No: 98-3 – Determining
        Whether a Transaction is an Exchange of Similar Productive Assets or a
        Business Combination (EITF 98-3). EIC 124 (largely consistent with EITF
        98- 3) provides the following guidance

     A business is a self-sustaining integrated
        set of activities and assets conducted and managed for  the
        purpose of providing a return to investors. A business consists of (a)
        inputs, (b) processes  applied to those inputs, and (c) resulting
        outputs that are used to generate revenues. For a  transferred
        set of activities and assets to be a business, it must contain all of
        the inputs and  processes necessary for it to continue to
        conduct normal operations after the transferred set is  separated
        from the transferor, which includes the ability to sustain a revenue stream
        by providing  its outputs to customers.

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

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

  Toronto Stock Exchange: NG • American Stock Exchange:
  NG

    NovaGold Resources Inc.
     Page 2

     iv)
     In consideration of this guidance, SpectrumGold
        did not constitute a business since, as a development stage enterprise,
        SpectrumGold did not have significant business processes (strategic, operational,
        and resource management processes), did not have customers or a revenue
        stream, and only had two employees.

     v)
     As a result of SpectrumGold not constituting a business,
        it was not appropriate to account for NovaGold’s acquisition of
        SpectrumGold as a business combination; therefore, no portion of the purchase
        price could result in an allocation to goodwill.

     vi)
     In accounting for the purchase of SpectrumGold as
        an asset acquisition, the full value of the consideration provided was
        allocated to the Galore Creek property (the main asset owned by SpectrumGold).

     vii)
     Resources

     (1)
     As of June 2004 the Galore Creek deposit (see June
        3, 2004 Technical Report filed by independent engineers HatchTM on SEDAR
        in June 2004) consisted of a total Indicated Resource of 286 million tonnes
        containing:

     (a)
     4.0 million ounces of gold;

     (b)
     4.6 billion pounds of copper; and

     (c)
     52 million ounces of silver.

     (2)
     In August 2004 (see August 5, 2004 HatchTM Preliminary Economic Assessment
      filed on SEDAR in August 2004) an economic assessment was completed on a
      mine plan of 242 million tonnes containing:

     (a)
     3.4 million ounces of gold;

     (b)
     3.8 billion pounds of copper; and

     (c)
     40 million ounces of silver.

    viii)
     Valuations

     (1)
     The August 2004 assessment showed a variety of NPV’s dependent
      on metal prices. At US$400/oz gold, US$1.00/lb copper and US$6.00/oz
      silver the after-tax NPV at 5% was US$227 million (or C$306 million
      at the exchange rate used). (see page 1-6 and 2-1 of the August 2004 assessment.).
      At US$375/oz gold, US$1.00/lb copper and US$5.50/oz silver the
      after-tax NPV at 5% was US$201 million (or C$271 million at the
      exchange rate used).

     (2)
     Based on these two scenarios, NovaGold determined that the value attributable
      to 45% of C$271 million – C$306 million supports the C$85
      million allocation to Galore Creek properties (including measured and indicated
      resources as well as a value beyond these).

 Conclusions

    It was concluded that the acquisition of SpectrumGold
        did not constitute an acquisition of a business and therefore, should
        not be accounted for as a business combination. In the absence of using
        business combination accounting, it was not appropriate to recognize any
        goodwill on the transaction.

       As an asset acquisition, the full value of the consideration
        provided by NovaGold, was attributed to the Galore Creek property.

    NovaGold Resources Inc.
     Page 3

 Note 8 - Provision for Reclamation Costs, page 21

     2.
     Provide the disclosures required under CICA Accounting Handbook, Section
      3110 for your asset retirement obligations including the following:

     •
    A reconciliation of the beginning and ending aggregate carrying amount
      of asset retirement obligations showing separately the changes attributable
      to liabilities incurred, liabilities settled, accretion expense,
      and revisions in estimated cash flow, if significant,

     •
    The key assumptions which the carrying amount of the asset retirement
      obligations are based, and

     •
    Uncertainties affecting the measurement of a liability for asset retirement
      obligations.

    Background and Analysis

       NovaGold’s provision for reclamation costs relates
        to properties where the mines have been closed by earlier operators. In
        recent years, the Company’s activities have primarily focused on
        exploration directed toward the discovery of mineral resources and the
        evaluation phase relating to assessing the technical feasibility and commercial
        viability of discovered mineral resources. The disclosure reconciling
        the beginning and ending aggregate carrying amount of NovaGold’s
        asset retirement obligation was not considered to be material to the consolidated
        financial statements given the size of the liability and the fact that
        it is expected to be settled within two years. In the future, NovaGold
        would intend to include the disclosures outlined under CICA 3110 in the
        Company’s consolidated financial statements.

    3.
    Please confirm to us that any cash payment made to settle an asset
      retirement obligation is included as an operating cash flow item in your
      statement of cash flows.

    Background and Analysis

       Any cash payments made to settle an asset retirement
        obligation would be included as an operating cash flow item in the statement
        of cash flows.

The Company acknowledges the following:

     •
    that it is responsible for the adequacy and accuracy of the disclosure
      in the filing;

     •
    that staff comments or changes to disclosure in response to staff comments
      do not forclose 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.

Sincerely,

/s/ Robert J. MacDonald

 Robert J. MacDonald, CA

  Senior VP & CFO