SecProbe.io

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October 18, 2005

Mr. D. Mark Bristow
Chief Executive Officer
Randgold Resources Limited
La Motte Chambers
La Motte Street
St. Helier, Jersey JE1 1BJ
Channel Islands

Re:	Randgold Resources Limited
		Amendment No. 2 to Registration Statement on Form F-3
      Filed October 12, 2005
	File No. 333-127711

Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2004
	Filed October 12, 2005
	File No. 0-49888

Dear Mr. Bristow:

      We have limited our review of the above filings and your
response letter dated October 12, 2005 to only the areas upon
which we
have issued comments.  Where indicated, we think you should revise
your documents 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 raise
additional
comments.

Amendment No. 2 to Registration Statement on Form F-3

Indemnification of Directors and Officers, page II-1
1. We note your disclosure that you are allowed to purchase and
maintain insurance at your expense for the benefit of certain
individuals or entities, including your auditor.  Please tell us
whether or not you have done so.  We may have further comment.

Form 20-F for the year ended December 31, 2004

Financial Statements
Note 2 -Significant Accounting Policies
Property, Plant and Equipment, page F-8
2. We have reviewed your response to prior comment numbers five,
six,
nine and ten.  Please address each of the following, in detail.

* Please provide a separate analysis to support your accounting
for
each of the following:

* costs relating to the definition of mineralization in existing
mineral properties
* the expansion of the productive capacity of mineral properties
which
are already being mined.

* We note no disclosure regarding your adoption of IFRS 6 in your
filing.  Please clarify whether or not you have adopted this
standard.
Refer also to paragraph 26 of IFRS 6.  We may have further
comments.

* Please explain why you believe this represents a change in
accounting policy rather than a selection of a new accounting
policy.
Specifically address paragraphs 7 to 16 of IAS 8.

* Please explain, in detail, how you applied, determined
thresholds
for and defined the concepts, probable and degree of certainty.
It
continues to be unclear why the application of these concepts in
the
determination of whether or not an expenditure represents an asset
results in a difference between IFRS and US GAAP.  We note your
conclusion that there is a difference between IFRS and US GAAP
because
you believe there is a requirement for a final feasibility study
to be
completed before exploration and evaluation assets can be
capitalized.
Note that US GAAP does not permit the capitalization of
exploration or
evaluation expenditures.

* Please explain in greater detail why you believe a high degree
of
confidence exists when defining mineralization on existing mineral
properties and also when expanding the productive capacity of a
mineral property already in production.

* Tell us the nature and level of the information, engineering
data or
other evidence that the company needs at the time the exploration
and
evaluation expenditures are made to determine that a particular
cost
should be capitalized.

* Please tell us how you define the terms greenfield and
brownfield.

* Provide us with an analysis that compares and contrasts the type
of
information available, the assessment of probability of cash flow
generation and the degree of certainty for each type of
exploration,
including but not limited to "greenfields", "brownfields", and
"around
existing mine locations".

We may have further comments.

Revenue Recognition, page F-13

3. We have reviewed your response to prior comment number eight.
Please expand your disclosure to indicate whether or not the
subsequent adjustments as a result of differences between the
estimate
and the actual contained metal are significant.  To the extent
significant, disclose the amount of time between the initial
estimate
and the final adjustment and the amount of adjustment reported in
each
period.  Additionally, explain why you believe it is appropriate
to
record the revenue at the time of the estimate, if you have a
history
of significant adjustments. For US GAAP refer to SAB Topic 13.

Note 5 - Change in Accounting Policy, page F-14

4. Please explain why you regard around mine exploration costs
associated with a contemplated underground extension of an
existing
ore body as an asset, when it appears your treatment of such costs
relative to the associated open pit mine have consistently been
regarded as expense.  It also appears from your disclosure that
exploration costs incurred in contemplation of extensions of the
existing open pit, will continue to be expensed as incurred.  Tell
us
why you believe these policies should be different when the nature
the
activities and the circumstances appear to be the same or similar.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendments to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Kevin Stertzel at (202) 551-3723 or Jill
Davis,
Branch Chief, at (202) 551-3683 if you have questions regarding
comments on the financial statements and related matters.  Please
contact George Schuler, Mining Engineer, at (202) 551-3718 if you
have
questions regarding the engineering comments.  Please contact
Jason
Wynn at (202) 551-3756 or Timothy Levenberg, Special Counsel, at
(202)
551-3707 with any other questions.  Direct all correspondence to
the
following ZIP code:  20549-7010.

									Sincerely,

									H. Roger Schwall
									Assistant Director

      cc:  J. Wynn
            K. Stertzel
      J. Davis
      G. Schuler
      T. Levenberg

            via facsimile
      Steven I. Suzzan, Esq.
            Fulbright & Jaworski LLP
            (212) 318-3400
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Mr. D. Mark Bristow
Randgold Resources Limited
October 18, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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