[APOLLO GOLD LETTERHEAD]
May 3, 2006
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 | |
| | Re: | Apollo Gold Corporation (the “Company”) |
| | | Registration Statement on Form S-3 filed February 15, 2006 |
| | | Amendment No. 1 to Form S-3 filed February 14, 2006 |
| | | Amendment No. 1 to Form S-3 Filed February 14, 2006 |
Ladies and Gentlemen:
The undersigned respectfully requests that the effective date of the above-referenced Registration Statements be accelerated so that the same will be effective at 10:00 A.M. Eastern Daylight Time on May 5, 2006 or as soon thereafter as practicable.
The undersigned hereby acknowledges that as of the date hereof:
| | • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the above-referenced Registration Statements effective, it does not foreclose the Commission from taking any action with respect to the above-referenced Registration Statements; |
| | • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the above-referenced Registration Statements effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the above-referenced Registration Statements; and |
| | • | the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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| | Very truly yours, |
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| | APOLLO GOLD CORPORATION |
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| | By: | /s/ Melvyn Williams |
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Name: Melvyn Williams |
| | Title: Chief Financial Officer, Senior Vice President - Finance and Corporate Development |
