SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Peter Adamek
Chief Financial Officer
Novagold Resources Inc.
201 North Main Street
Suite 400
Salt Lake City, UT 84111

 Re: Novagold Resources Inc.
 Form 10-K for the Fiscal Year ended November 30, 2024
 Filed January 23, 2025
 File No. 001-31913
Dear Peter Adamek:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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March 3, 2025

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re: Response to SEC Comment Letter

Form 10-K for the Fiscal Year Ended November 30, 2024

File No. 001-31913

Dear Mr. Wojciechowski and Mr. Babula,

On behalf of NovaGold Resources Inc., we are submitting this response to
the comment letter dated February 21, 2025, in relation to the filing of our Form 10-K for the fiscal year ended November 30, 2024.

Staff Comment:

We understand that you have included the financial statements of Donlin
Gold LLC to comply with Rule 3-09 of Regulation S-X, and while it appears that the auditors may have audited all three fiscal years, the
opinion expressed indicates coverage only for the years ended November 30, 2024 and November 30, 2023. Please arrange to obtain and file
an amendment that includes these financial statements and an opinion that covers all three fiscal years to comply with the aforementioned
requirement.

Company Response:

In response to the SEC’s comment, we acknowledge that the independent
registered public accounting firm’s report on the financial statements of Donlin Gold LLC included in our 10-K currently covers
only the fiscal years ended November 30, 2024, and November 30, 2023, but does not cover the fiscal year ended November 30, 2022. The
original audit report inadvertently omitted a reference to the audit of the financial statements for the fiscal year ended November 30,
2022, despite the fact that all three fiscal years—2024, 2023, and 2022—were audited.

NovaGold Resources Inc.

201 South Main Street, Suite 400, Salt Lake City, UT 84111
T 801-639-0511

                                            www.novagold.com

nyse,
tsx: NG

The corrected audit report, which includes an opinion covering all three
fiscal years will be included in an amendment to the Form 10-K. To address this matter and ensure full compliance with Rule 3-09 of Regulation
S-X, we are taking the following steps:

 1. Amendment Filing: We plan to file an amendment to our Form 10-K that will include the necessary
updates to the auditor’s report, so that it covers all three fiscal years, including the fiscal year ended November 30, 2022. The
amended filing will also include an explanatory paragraph outlining the update to the financial statement coverage.

 2. Exhibit Filing: In addition to the revised financial statements, we will file a new exhibit to
the 10-K, containing the updated auditor’s report, the required consent from the auditors, and updated certifications of NovaGold
Resources Inc.’s CEO and CFO as Exhibits 31.1, 31.2, 32.1 and 32.2.

We expect to file the amendment promptly in response to the Staff’s
comment.

We believe these actions address the SEC’s comment, and we are available
to discuss further or provide additional information as needed. Thank you for your attention to this matter.

Sincerely,

NOVAGOLD RESOURCES INC.

/s/ Peter Adamek

Peter Adamek

Vice President & Chief Financial Officer

                                            www.novagold.com

nyse,
tsx: NG

February 21, 2025
Peter Adamek
Chief Financial Officer
Novagold Resources Inc.
201 North Main Street
Suite 400
Salt Lake City, UT 84111
Re:Novagold Resources Inc.
Form 10-K for the Fiscal Year ended November 30, 2024
Filed January 23, 2025
File No. 001-31913
Dear Peter Adamek:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended November 30, 2024
Financial Statements of Donlin Gold LLC
Report of Independent Registered Public Accounting Firm, page A-1
1.We understand that you have included the financial statements of Donlin Gold LLC to
comply with Rule 3-09 of Regulation S-X, and while it appears that the auditors may
have audited all three fiscal years, the opinion expressed indicates coverage only
for the years ended November 30, 2024 and November 30, 2023.  Please arrange to
obtain and file an amendment that includes these financial statements and an opinion
that covers all three fiscal years to comply with the aforementioned requirement.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

February 21, 2025
Page 2
            Please contact Mark Wojciechowski at 202-551-3759 or Robert Babula at 202-551-
3339 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

November 4 , 2014

Via E -mail
Mr. Gregory A.  Lang
Chief Executive Officer
NovaGold Resources Inc.
789 West Pender Street , Suite 720
Vancouver, BC , V6C 1H2
Canada

 Re: NovaGold Resources Inc.
  Form 10 -K for the Fiscal Year Ended November 30, 2013
  Filed February 12, 2014
  File No. 001 -31913

Dear Mr. Lang :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not asser t staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy an d adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require .

        Sincerely,

        /s/Tia L. Jenkins

        Tia L. Jenkins
        Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

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VIA EDGAR

October 22, 2014

Tia L. Jenkins

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:        NovaGold Resources Inc.

Form 10-K for the Fiscal Year Ended November 30, 2013

Filed February 12, 2014

Amendment No. 1 to Form 10-K for the Fiscal Year ended November 30, 2013

Filed March 27, 2014

File No. 001-31913

Dear Ms. Jenkins:

Please find below the responses of NovaGold Resources Inc. (the “Company” or “NovaGold”), to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter to Mr. Gregory A. Lang dated October 15, 2014 (the “Comment Letter”).

For ease of reference, the comments contained in the Comment Letter are reprinted below in bold and are followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended November 30, 2013

Notes to Consolidated Financial Statements, page 75

Note 2 – Summary of Significant Accounting Policies, page 75

Investments in Affiliates, page 76

1.

We note the financial statements of Galore Creek Partnership are prepared in accordance with IFRS as issued by the IASB and in Canadian Dollars. Please confirm that in accounting for your equity method investment in Galore Creek Partnership that you convert the results into US GAAP and your functional currency. Please also consider expanding your policy disclosure accordingly.

The Company confirms that in accounting for its investment in Galore Creek Partnership it converts and presents reported amounts in accordance with US GAAP and in US Dollars. The Company will consider expanding its accounting policy disclosure in future filings to clarify that the amounts are reported in accordance with US GAAP and in US Dollars.

Amendment No. 1 to Form 10-K for the Fiscal Year Ended November 30, 2013

Exhibits and Financial Statement Schedules, page 41

2.

We note you have not included certifications from your principal executive and principal financial officers. Please amend your filing to include the certifications required by paragraphs (a) and (b) of Exchange Act Rule 13a-14. Please also refer to Item 601 (b)(31) and (32) of Regulation S-K and Exchange Act Rules Compliance and Disclosure Interpretation Question 161.01, which can be found at our website at: http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm.

The Company has amended its filing to include the certifications from its principal executive and principal financial officers (Amendment No. 2, filed October 22, 2014).

* * * * *

In connection with responding to the Staff’s questions, the Company is aware of and acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (801) 639-0516 if you have any further comments or questions, or Kimberley Anderson of Dorsey & Whitney LLP at (206) 903-8803. Thank you for your assistance with these matters.

 Sincerely,

/s/ David A. Ottewell

David A. Ottewell

Vice President and Chief Financial Officer

cc:           Gregory A. Lang, President and Chief Executive Officer

David Deisley, Executive Vice President and General Counsel

October 15, 2014

Via E -mail
Mr. Gregory A.  Lang
Chief Executive Officer
NovaGold Resources Inc.
789 West Pender Street , Suite 720
Vancouver, BC , V6C 1H2
Canada

 Re: NovaGold Resources Inc.
  Form 10 -K for the Fiscal Year Ended November 30, 2013
  Filed February 12, 2014
 Amendment No. 1 to Form 10 -K
for the Fiscal Year Ended November 30, 2013
  Filed March 27, 2014
  File No. 001 -31913

Dear Mr. Lang :

We have reviewed your filing s and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within  ten business days by amending your filings, by
providing the requested information , or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any  amendments to your filings and the  information you provide in
response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended November 30, 2013
Notes to Conso lidated Financial Stateme nts, page 75
Note 2 – Summary of Significant Accounting Policies, page 75
Investments in Aff iliates, page 76

1. We note the financial statements of Galore Creek Partnership  are prepared in accordance
with IFRS as issued by the IASB and in Canadian Dollars.  Please confirm that in
accounting for your equity method investment in Galore Creek Partnership that you
convert the results into US GAAP and your functional currency.  Please also consider
expanding your policy disclosure accordingly.

Mr. Gregory A.  Lang
NovaGold Resources Inc.
October 15, 2014
Page 2

Amendment No . 1 to Form 10 -K for the Fiscal Year Ended November 30, 2013
Exhibits and Financial Statement Schedules, p age 41

2. We note you have not included certifications from your principal executive and principal
financial officers.  Please amend your filing to include the certifications required by
paragraphs (a) and (b) of Exchange Act Rule 13a-14.  Please also refer to Item
601(b)(31) and (32) of Regulation S -K and Exchange Act Rules Compliance and
Disclosure Interpretation Question 161.01, which can be found on our website at:
http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules -interps.htm .

 We urge all p ersons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its man agement 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.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
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.

 You may contact James Giugliano at (202) 551 -3319, or Angela Halac at  (202) 551 -
3398, if you have questions regarding comments on the financial statements and related matters.

        Sincerely,

        /s/Tia L. Jenkins

        Tia L. Jenkins
        Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

May 11, 2009

Mr. Robert J. MacDonald
Senior Vice President and Chief Financial Officer NovaGold Resources, Inc.  200 Granville Street, Suite 2300 Vancouver, British Columbia  CANADA  V6C 1S4
 Re: NovaGold Resources, Inc.
  Form 40-F for Fiscal Year Ended November 30, 2007
Filed March 4, 2008
  File No. 1-31913

 Dear Mr. MacDonald:

 We have completed our review of your Form 40-F and related filings and do not,
at this time, have any further comments.             S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 10, 2009

Mr. Robert J. MacDonald
Senior Vice President and Chief Financial Officer NovaGold Resources, Inc.  200 Granville Street, Suite 2300 Vancouver, British Columbia  CANADA  V6C 1S4
 Re: NovaGold Resources, Inc.
  Form 40-F for Fiscal Year Ended November 30, 2007
Filed March 4, 2008 Response Letter Dated January 26, 2009
  File No. 1-31913

 Dear Mr. MacDonald:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 40-F for the Fiscal Year Ended November 30, 2007

Notes to Consolidated Financial Statements

Note 2 – Accounting Policies

Mineral properties and related deferred costs, page 20

1. We have reviewed your response to prior comment 3, in which you provide the
results of 4 undiscounted cash flow models used to analyze the Galore Creek assets as of November 30, 2007 for impairment.  The values resulting from these models range from negative $429 million to positive $4.4 billion.  Given the considerable range in net cash flows resulting from these models, please expand on your previous response to identify the factors and assumptions driving such dramatic differences in net cash flows.  For example, we note the Historical 3 year average model used a significantly higher price for copper than the other 3

Mr. Robert J. MacDonald
NovaGold Resources, Inc.
March 10, 2009 Page 2

models, which may have resulted in the larger value.  However, it is unclear from your response whether differences in other assumptions contributed to the differing cash flows calculated by each model.  We also note your statements that certain models used outdated capital expenditures and operating cost estimates.  To further our understanding of the differences between the 4 models, please identify the primary assumptions or other factors causing the differences in calculated results from each model and why you decided to assess a 25% probability to each scenario.  In your response, please address how the 4 models incorporated the likelihood of the possible outcomes considered by management.
 2. On a similar note, you state in your response to prior comment 3 that the undiscounted cash flow models used in your analysis did not take escalation or inflation of capital expenditures and operating costs into consideration.  Tell us why you believe a static projection of cash flows is appropriate under Canadian and U.S. GAAP in analyzing your properties for impairment.
 3. We note your disclosures in the Form 40-F for the fiscal year ended November 30, 2008 stating no impairments were required for the Galore Creek assets as of November 30, 2008.  Furthermore, you have stated that although construction costs have declined, a 50% drop in copper price combined with current market conditions have caused management to keep the Galore Creek project on care and maintenance until market conditions become more favorable.  Considering the changes in management’s plan for development of the property and related market conditions, tell us how your impairment analysis results have changed since your analysis performed as of November 30, 2007.  In your response, please address how your impairment analysis as of November 30, 2008 has taken into consideration the numerous alternative development approaches completed by the leadership team as well as the “go-forward plan” that management had expected to release in the fourth quarter of fiscal year 2008.
 Note 6 – Power project development costs, page 27

 4. In your response to our prior comment 7, you state the power generation and transmission rights are considered a capitalized cost of the Galore Creek project.  We understand these rights were acquired in order to facilitate the construction of a power transmission line from the Galore Creek project to the BC Hydro power grid.  It is also our understanding from  your Form 40-F as of November 30, 2006
disclosures and your response dated May 11, 2007 to our comments related to that filing that you classified and accounted for these rights as intangible assets under Canadian and U.S. GAAP.  During fiscal year 2007, you have reclassified these intangible assets as tangible assets within the pre-construction costs for Galore Creek recorded within the property, plant and equipment line item on the balance sheets as of November 30, 2007 and 2006.  We also note that during fiscal year

Mr. Robert J. MacDonald
NovaGold Resources, Inc.  March 10, 2009 Page 3

2008, you have reclassified these assets to mineral properties, as detailed in the $58.7 million difference between the mineral rights properties balance as reported in your Form 40-F as of November 30, 2007 versus the same balance as of November 30, 2007 reported in note 2 on page 10 of your Form 40-F as of November 30, 2008.  The further reclassification of this balance to mineral properties is unclear to us.  In addition, no changes in facts or circumstances during fiscal years 2007 and 2008 to support these reclassifications have been identified or discussed in your disclosures.  Please tell us why you continue to reclassify these amounts each fiscal year.

5. On a related matter, in note 5 to the financial statements as of November 30,
2008, you discuss the sale of NovaGreenPower subsidiary to AltaGas Ltd.  Tell us whether the power generation and transmission rights acquired upon the asset acquisition of Coast Mountain Power Corp. in 2006 were included as part of the assets sold to AltaGas Ltd. in 2008.  If not, please specifically identify the location of the transmission rights and related assets that were included in the sale.  It may be helpful to provide a map as part of your response.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Gary Newberry at (202) 551- 3761, Shannon Buskirk at (202)
551-3717, if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

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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)

CORRESP
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CORRESP
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        November 21, 2008
  Mr. Robert J. MacDonald Senior Vice President and Chief Financial Officer Novagold Resources, Inc.  200 Granville Street, Suite 2300 Vancouver, British Columbia  CANADA  V6C 1S4
 Re: Novagold Resources, Inc.
  Form 40-F for Fiscal Year Ended November 30, 2007
Filed March 4, 2008
  File No. 1-31913

 Dear Mr. MacDonald:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document 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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.”]

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.

Exhibit 99.2 - Audited Consolidated Financial Statements

Mr. Robert J. MacDonald
Novagold Resources Inc.
November 21, 2008 Page 2

 Independent Auditors’ Report, page 12

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

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).

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.

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

Mr. Robert J. MacDonald
Novagold Resources Inc.
November 21, 2008 Page 3

6. 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.

Note 6 – Power project development costs, page 27

7. During fiscal year 2006, you recorded approximately $60.1 million as the fair
value of intangible assets related to power generation and transmission rights upon acquisition of Coast Mountain Power Corp.  We understand these transmission rights were to be used to provide access to power for the Galore Creek project.  We note a majority of this amount has been reclassified as of November 30, 2006 to property, plant and equipment in your balance sheet.  However, you had previous disclosed these amounts were intangible assets that were to be amortized over their useful life when commercial production of Galore Creek begins.  Tell us why these amounts have been reclassified and how they have been accounted for under Canadian and U.S. GAAP.  In your response, please also address how these amounts were analyzed for impairment as the Galore Creek project has been suspended.
 Exhibit 99.3

 Critical Accounting Estimates, page 6

 8. The disclosures of your critical accounting policies and estimates appear to be more descriptive of the accounting policies utilized, rather than any specific uncertainties underlying your estimates. Please revise your disclosures to address the material implications of the uncertainties that are associated with the methods, assumptions and estimates underlying your critical accounting estimates.  Specifically, you should provide the following:

(a) An analysis of the uncertainties involved in applying the principle and the
variability that is reasonably likely to result from its application.
 (b) An analysis of how you arrived at the measure and how accurate the
estimate or underlying assumptions have been in the past
.

Mr. Robert J. MacDonald
Novagold Resources Inc.
November 21, 2008 Page 4

(c) An analysis of your specific sensitivity to change based on outcomes that
are reasonably likely to occur and have a material effect.

Please refer to FRC Section 501.14 for further guidance
 Engineering Comments

 General

 9. Please disclose the following information for each of your properties:

• The nature your company’s ownership or interest in the property.  Please describe the mineral lease/ownership concerning Native American Corporations in Alaska.

• A description of all interests in your properties, including the terms of all
underlying agreements.

• The basis and duration of your mineral rights, surface rights, claims or
concessions.

• An indication of the type of claim or  concession such as placer or lode,
exploration or exploitation, whether the mining claims are State or Federal mining claims, mining leases, or mining concessions.

• Please include certain identifying information, such as the property names, claim numbers, grant numbers, mining concession name/number, and dates of recording and expiration that is sufficient to enable the claims to be distinguished from other claims that may exist in the area.

• The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary payments.

• The area of the claims, either in hectares or in acres.

Please ensure that you fully discuss the material terms of the land or mineral rights securing agreements, as required under paragraph (b)(2) of Industry Guide 7.
 10. Please insert a small-scale map showing the location and access to each property, as suggested in paragraph (b) (2) to Industry Guide 7.  Please note the EDGAR program now accepts Adobe PDF files and digital maps, so please include these

Mr. Robert J. MacDonald
Novagold Resources Inc.
November 21, 2008 Page 5

maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900.  We believe that maps and drawings having the following features would be beneficial:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale or representations of scale, such as "one inch equals one mile," may be utilized if the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province or other geographical area in which it is located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment 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 Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. Robert J. MacDonald
Novagold Resources Inc. November 21, 2008 Page 6

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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Gary Newberry at (202) 551- 3761, Shannon Buskirk at (202)
551-3717, if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

        May 24, 2007

Via U.S. Mail and Fax (604-669-6272)
Mr. Robert J. MacDonald
Chief Financial Officer  Novagold Resources Inc. Suite 2300, 200 Granville Street Vancouver, British Columbia Canada, V6C 1S4
 Re: Novagold Resources Inc.
  Form 40-F for the Fiscal Year Ended November 30, 2006
Filed March 1, 2007
  File No. 1-31913

 Dear Mr. MacDonald:     We have completed our review of your Form 40-F and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                    / s /  A p r i l  S i f f o r d                   A p r i l  S i f f o r d          Branch Chief Accountant

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May 11, 2007

April Sifford

Branch Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

            Re:

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

Form 40-F for the Fiscal Year Ended November 30, 2006

Filed March 1, 2007

File No. 1-31913

Dear Ms. Sifford:

We write in response to your letter dated April 17, 2007 in connection with the review of the above-referenced annual report on Form 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.

Form 40-F for the Fiscal Year Ended November 30, 2006

Note 2. Accounting policies

Intangible assets, page F-6

            1.

            Please revise to disclose the expected useful lives of your intangible assets. We note that amortization will begin when the economic benefit of the intangible asset is consumed. Please clarify what you mean by this statement and disclose specifically when you will begin amortizing these assets. Further, please revise your disclosure to comply with CICA Accounting Handbook, Section 3062.51(b).

Background and Analysis

The Company’s intangible assets relate to the power generation and transmission rights it acquired upon the asset acquisition of Coast Mountain Power Corp. (“Coast Mountain”). This is disclosed in Note 2 ‘Accounting policies’ paragraph for Intangible assets. The Company intends to build a power transmission line based on these rights to connect the Galore Creek project to the existing provincial BC Hydro power grid. The Galore Creek project is currently in permitting stage and construction is planned to commence later in 2007 once the permits and necessary approvals are obtained.

Although the ‘rights’ are essentially extendible indefinitely, the useful life of power lines that utilize these rights normally extend to between 50 and 75 years after being placed into use. Following the requirements of FAS 142 and CICA Accounting Handbook, Section 3062, the expected useful life of these assets to NovaGold, however, will be the period over which the assets are expected to contribute directly or indirectly to the future cash flows of NovaGold from the Galore

 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

            NovaGold Resources Inc.

            Page 2

Creek mine. As these assets are to be used primarily to provide power access for the Galore Creek project, the Company intends to amortize the power generation and transmission rights over the expected life of the Galore Creek mine and will begin amortization when commercial production begins as disclosed in Note 5 Power generation and transmission.

The Company will revise the text in future filings to state that “The power transmission rights will be amortized over the expected useful life of the Galore Creek project, on the unit-of-production basis, once that project is placed into commercial production. Amortization is expected to commence in 2012 with an expected life currently of 22 years”.

Note 5. Power generation and transmission, page F-10

            2.

            Tell us and disclose why it is appropriate to exclude Forrest Kerr when allocating the purchase price of Coast Mountain Power Corp. Also, we note the power generation and transmission rights “may likely” be utilized to provide power to the Galore Creek project. Citing the appropriate literature, tell us how you determined these are amortizable intangible assets.

Background and Analysis

The main asset of Coast Mountain are the power transmission rights that provide access for power to the Company’ Galore Creek project. The acquisition of Coast Mountain was treated as an asset purchase for accounting purposes as stated in Note 5. The Company’s purpose for acquiring Coast Mountain was primarily for these rights. Coast Mountain also holds the rights to develop the Forrest Kerr run-of-river hydroelectric project. The economics for the Forrest Kerr project are currently being reviewed. The February 2007 draft feasibility study for the Forrest Kerr project indicates that, although positive, the project does not have robust enough economics under existing power rate agreement with BC Hydro to warrant construction approval. Thus no initial purchase price allocation was made to the Forrest Kerr assets.

Under FAS 142 and CICA Accounting Handbook, Section 3062 the power transmission rights are amortizable from the time the ‘rights’ are placed into use, expected to be in 2012. The economics of Galore Creek have been confirmed by a feasibility study completed in October 2006. As discussed in our response to comment 1 above these intangible assets have a finite life associated with the Galore Creek project.

            3.

            We further note you have recorded approximately $60.1 million in power generation and transmission intangible assets as of November 30, 2006; however, the Coast Mountain Power Corp. was acquired at approximately $44.4 million in stock. Please expand your disclosures to further detail the nature of these assets that exclude the Forrest Kerr project, as noted in our comment above, and explain the difference in the amounts recorded upon acquisition.

            NovaGold Resources Inc.

            Page 3

Background and Analysis

The  acquisition  of  Coast  Mountain  was  treated  as an  asset  purchase  for
accounting  purposes  as stated  in Note 5.  Coast  Mountain  has  received  all
critical   approvals  and  permits   necessary  for  the   construction  of  the
hydro-electric plant and related power transmission lines. It is the permits for
the power  transmission  line that  allow  NovaGold  to  provide  power from the
existing provincial BC Hydro power grid to the Galore Creek project. The permitting process in the province of British Columbia is extensive and time consuming. The ability for the Company to source inexpensive power for construction (current cost estimated at $2.2 billion) and operations for the Galore Creek project is critical to the project’s success.

As described in Note 5 the Company acquired Coast Mountain for $44.4 million on August 3, 2006. Also as described in Note 5, an additional $15.6 million was recorded as a future income tax liability related to the fair value of the assets acquired that does not have a corresponding income tax basis bringing the total to $60.0 million. Furthermore, an additional $0.1 million had been spent on updating the studies on power generation bringing the total allocated to power generation and transmission to $60.1 million. All key amounts are described in Note 5.

The Company will expand its disclosure in future filings to describe in further detail the nature of these intangible assets.

Note 8. Asset retirement obligation, page F-13

            4.

            We note your disclosures on page 38 of the Annual Information Form, regarding the ongoing reclamation activities performed at Galore Creek and Ambler Creek. We also note that you have incurred significant exploration costs at both Donlin Creek and Galore Creek during fiscal year 2006. Considering these activities, tell us why there are no asset retirement obligations recorded on your balance sheet related to other properties, such as Donlin Creek and Galore Creek.

Background and Analysis

NovaGold only obtained interests in the Galore Creek and Ambler projects in 2003 and 2004 respectively. The remediation activities performed at Galore Creek and Ambler were very limited and relate to materials and spills left behind on these projects from exploration activities carried out by previous owners in the 1960’s and 1970’s. Neither of these projects have ever been brought into production. As part of the initial option agreements on each of the properties the Company agreed to remediate these old activities and received credit for the expenditures under the option agreements.

The exploration work occurring at Galore Creek since NovaGold acquired its interest in 2003 is carried out to current British Columbia standards and generates limited amounts of potential future reclamation work. The vast majority of the costs allocated to Galore Creek since 2003 relate to non-reclaimable activities such as engineering, acquisition costs, helicopter costs, environmental studies, permitting etc. The remediable work is fully bonded in advance of the program with cash security as determined by the British Columbia government. The total bonding for Galore Creek to date is approximately $800,000. Historically remediation work has cost less than 50% of the bonded amount.

            NovaGold Resources Inc.

            Page 4

Both the Company’s Nome Gold project and Murray Brook projects have historically been operated as mines and provision has been made for asset retirement obligations that remain unremediated.

The Donlin Creek project was only  discovered in the  1990’s  and also like
Galore Creek the vast majority of the costs  allocated to Donlin Creek since the
original option in 2001 relate to non-reclaimable  activities such as personnel
support costs, engineering studies,  environmental studies,  permitting etc. and
since 2001 no material  asset  retirement  obligations  have been  identified by
NovaGold or notified to NovaGold by the current operator.

Regarding the Company’s other properties, except Nome Gold and Murray Brook where asset retirement obligations have been recognized, virtually no activities have been carried out that may require material remediation work. Limited construction activities began at the Company’s Rock Creek and Big Hurrah projects on August 22, 2006, three months before the year-end. The Company lodged a US$6.8 million bond with the State of Alaska at that time. As of the year-end (November 30, 2006), none of the material obligations covered by the State bond that relate to the retirement of the Rock Creek/Big Hurrah project had been incurred.

Closing Comments

NovaGold acknowledges that:

            •

            NovaGold is responsible for the adequacy and accuracy of the disclosure in the filing;

            •

            Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

            •

            NovaGold 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.

Thank you for your review of the revised filing. If you should have any questions regarding the annual report or our response letter, please do not hesitate to contact me at 604-669-6227.

Sincerely,

NovaGold Resources Inc.

______________________

Robert J. (Don) MacDonald

Chief Financial Officer

            cc:

            Rick Van Nieuwenhuyse, President and CEO

            Robert Wooder, Blake, Cassels & Graydon LLP

            Kimberley R. Anderson, Dorsey & Whitney LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 17, 2007

Via U.S. Mail and Fax (604-669-6272)

Mr. Robert J. MacDonald
Chief Financial Officer  Novagold Resources Inc. Suite 2300, 200 Granville Street Vancouver, British Columbia Canada, V6C 1S4
 Re: Novagold Resources Inc.
  Form 40-F for the Fiscal Year Ended November 30, 2006
Filed March 1, 2007
  File No. 1-31913

 Dear Mr. MacDonald:
We have reviewed your Form 40-F for the Fiscal Year Ended November 30, 2006
and have the following comments. We have limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise
your document 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 understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Robert MacDonald
Novagold Resources Inc. April 17, 2007 Page 2

Form 40-F for the Fiscal Year Ended November 30, 2006
 Note 2. Accounting policies

Intangible assets, page F-6
 1. Please revise to disclose the expected useful lives of your intangible assets.  We note
that amortization will begin when the economic benefit of the intangible asset is consumed.  Please clarify what you mean by this statement and disclose specifically when you will begin amortizing these assets.  Further, please revise your disclosure to comply with CICA Accounting Handbook, Section 3062.51(b).

Note 5. Power generation and transmission, page F-10

2. Tell us and disclose why it is appropriate to exclude Forrest Kerr when allocating the
purchase price of Coast Mountain Power Corp.  Also, we note the power generation and transmission rights “may likely” be utilized to provide power to the Galore Creek project.  Citing the appropriate literature, tell us how you determined these are amortizable intangible assets.
 3. We further note you have recorded approximately $60.1 million in power generation
and transmission intangible assets as of November 30, 2006; however, the Coast Mountain Power Corp. was acquired at approximately $44.4 million in stock.  Please expand your disclosures to further detail the nature of these assets that exclude the Forrest Kerr project, as noted in our comment above, and explain the difference in the amounts recorded upon acquisition.
 Note 8. Asset retirement obligation, page F-13

 4. We note your disclosures on page 38 of the Annual Information Form, regarding the
ongoing reclamation activities performed at Galore Creek and Ambler Creek.  We also note that you have incurred significant exploration costs at both Donlin Creek and Galore Creek during fiscal year 2006.  Considering these activities, tell us why there are no asset retirement obligations recorded on your balance sheet related to other properties, such as Donlin Creek and Galore Creek.
  Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment 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.

Mr. Robert MacDonald
Novagold Resources Inc. April 17, 2007 Page 3

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 Exchange Act of 1934 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Bob Carroll at (202) 551-3362, or Shannon Buskirk at (202) 551-3717 if you have questions regarding comments on the financial statements and related matters.              S i n c e r e l y ,                   / s /  A p r i l  S i f f o r d                   A p r i l  S i f f o r d          Branch Chief Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

By Facsimile: (212) 474-3700 and U.S. Mail

Christopher S. Harrison, Esq.					August 16, 2006
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 8th Avenue
(212) 474-1000

RE:	Novagold Resources Inc.
	Schedule TO-T
	Filed by Barrick Gold Corporation
	Date Filed: August 4, 2006
	File No. 005-80075

Dear Mr. Hall:

We have reviewed your filing and have the following 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 any 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 or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Schedule TO
Conditions of the Offer, page 19

1. The staff believes that all conditions to the offer, except
those conditions subject to regulatory approvals, must be satisfied
or waived prior to expiration of the offer.  Because several
conditions refer to the successful completion of the Compulsory
Acquisition or any Subsequent Acquisition Transaction, any of which
would be completed post-expiration, it appears the offeror intends for
its conditions to survive offer expiration.  Please revise here and
throughout your disclosure, to make clear that all conditions to
the offer, other than those conditions dependent upon the receipt of
government approvals, will be raised or asserted prior to offer
expiration.

2. We note your statement in the penultimate paragraph of this
section that "[t]he failure by Barrick at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed to be an ongoing right that
may be asserted at any time and from time to time."  Please clarify
that all conditions to the offer must be satisfied or waived prior to
the expiration of the offer.

U.S. Securities and Exchange Commission Relief, page 42

3. Provide us with your revised request, as we discussed.

Compulsory Acquisition, page 44

4. Please eliminate the phrase from the last paragraph that the
summary "is qualified in its entirety" by reference to the
detailed provisions of Section 132 of the NSCA. The qualification
suggests that the offer summary may not be materially complete.
Please revise accordingly.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the bidder is in possession of all facts relating to the
bidder`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the bidder acknowledging that:

* The bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The bidder 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

      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 our review of your filings
or in response to our comments on your filing.

	Please file an amended Schedule TO in response to these
comments.  In addition, please furnish a cover letter that keys
your responses to our comments and provides any supplemental
information we requested.  This letter should be filed on EDGAR as
correspondence.  If you believe complying with a comment is not
appropriate, tell us why in your letter.  You should be aware that
we might have additional comments based on your responses.  Please
direct any questions regarding the comments to me in the Office of
Mergers and Acquisitions at (202) 551-3257 or by facsimile at
(202) 772-9203.

Very truly yours,

Celeste M. Murphy
Special Counsel
Office of Mergers & Acquisitions

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

   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

CORRESP
1
filename1.htm

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

July 27, 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 to respectfully request
  an extension of 10 days (to August 5, 2005) to respond to your letter dated
  July 18, 2005, related to your review of our Form 40-F filing for the fiscal
  year ended November 30, 2004.

 This delay is requested because of vacations and because we
  are currently in the process of clearing a Canadian prospectus.

 Sincerely,

Robert J. MacDonald, CA

  Senior VP & CFO

Suite 200, Granville Square, 200 Granville Street, PO Box
  24, Vancouver, BC V6C 1S4

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

  Toronto Stock Exchange: NG • American Stock Exchange:
  NG

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      July 18, 2005

Mr. Robert J. MacDonald
Senior Vice-President, Chief Financial Officer and Secretary
Novagold Resources Inc.
Suite 2300
200 Granville Street
Vancouver, British Columbia
CANADA  V6C 1S4

	Re:	Novagold Resources Inc.
		Form 40-F for Fiscal Year Ended November 30, 2004
Filed April 20, 2005
      File No. 1-31913

Dear Mr. MacDonald:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document 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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this 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.

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 on which the carrying amount of the asset
retirement obligations are based, and

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

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.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment 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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose 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.

      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 our review of your filing or in
response to our comments on your filing.

	You may contact Gary Newberry at (202) 551-3761 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
								Branch Chief

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??

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Mr. Robert J. MacDonald
Novagold Resources, Inc.
July 18, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>