October 7, 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. 1 to Registration Statement on Form F-3
      Filed September 23, 2005
	File No. 333-127711

Amendment No. 1 to Annual Report on Form 20-F for the year ended
December 31, 2004
	Filed September 23, 2005
	File No. 0-49888

Dear Mr. Bristow:

      We have limited our review of the above filings and your
response letter dated September 23, 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.

Form F-3

Principal Shareholders, page 36

1. We note in your response to our prior comment 2 that, on June
26,
1997, you and RG&E entered into a Relationship Agreement to
regulate
your relationship.  Please advise us of the current status of this
agreement.



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

Selected Financial Data, page 2

2. We have reviewed your response to prior comments six and seven.
Please revise your disclosure to address each of the following:

* Revise your presentation such that the cash cost per ounce
measure
is referred to as a non-GAAP measure and not referred to as being
in
accordance with IFRS or US GAAP to avoid investor confusion. Refer
to
Item 10(e)(1)(i)(A) of Regulation S-K.

* Revise your disclosure to refer to the Gold Institute industry
standard as other than a "standard" to avoid investor confusion.

* We note that you have identified production costs as the most
comparable GAAP measure.  Please revise your presentation to
identify
a measure that includes all costs of producing your product,
including, but not limited to depreciation, depletion and
amortization. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

* Identify the material limitations associated with use of the
non-
GAAP financial measure as compared to the use of the most directly
comparable GAAP financial measure.

* Explain how you compensate for these limitations when using the
non-
GAAP financial measure.

Please refer to General Instruction C(e) to Form 20-F and
Question 8
of the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures. Also refer to Item 10(e) of Regulation S-K.

Recent Accounting Pronouncements, page 51

3. Please modify your disclosure relative to EITF 04-6 to explain
that
the adoption of the consensus for US GAAP will result in the
amounts
you have currently capitalized as deferred stripping costs will be
recognized as expense under U.S. GAAP using a cumulative effect of
a
change in accounting principal or restatement.



Financial Statements

Consolidated Statements of Cash Flows, page F-5

4. Please reconcile for us the amount presented as the change in
your
bank overdraft per your Statement of Cash Flows for 2004 and the
liability amounts presented on your Consolidated Balance Sheets
for
2004 and 2003.

Note 2 - Significant Accounting Policies
Property, Plant and Equipment, page F-8

5. We note your response to our prior comment number 20.  It
remains
unclear to us why you believe under IFRS, the exploration costs
you
capitalized meet the definition of an asset at the time they are
incurred.  Please explain in greater detail, why a difference
exists
between IFRS and U.S. GAAP for theses costs.

6. We note in your response your statement that reads, "the
Company
concluded that it could not be regarded as merely an extension of
an
existing mineral property."  Please explain to us how you are
accounting for exploration costs that are merely extensions of an
existing mineral property under both IFRS and U.S. GAAP.

7. Tell us why you believe it is appropriate based on the guidance
of
IAS 16, to combine assets such as the leach pad, haulage ways,
waste
dumps, pre-production stripping, de-watering, etc. under the
single
asset category of "mine development costs" with the same
depreciable
life.

Revenue Recognition, page F-13

8. Please expand your revenue recognition accounting policy to
identify the types of contracts you enter and the extent to which
differing terms result in differences in the recognition of
revenue.
Additionally, specifically address how you account for contacts
with
provisional pricing terms.  For US GAAP refer also to SAB Topic 13
and
Topic VII of the September 25, 2002 AICPA SEC Regulations
Committee
meeting highlights
(http://www.aicpa.org/download/belt/2002_09_25_highlights.pdf).


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

9. We note your response to our prior comment number 30 and are
unable
to locate your response to our request for you to support your
conclusion that the change in accounting for exploration costs is
the
preferable method under IFRS.  We reissue that portion of our
prior
comment.

10. In addition, it remains unclear to us the specific situation
you
refer to that would warrant an evaluation of your accounting
policy
relative to exploration costs.  Please describe how these
exploration
efforts are different from others you typically perform.  It may
be
helpful to provide us with an analysis of your accounting for all
your
exploration costs.

Note 7 - Receivables, page F-14

11. It appears from your response that the items you have
classified
as "Other" accounts receivable, more closely resemble prepaid
expenses
rather than amounts due from third parties.  Please re-
characterize
these assets using a description that more accurately describes
their
nature.

Controls and Procedures, page 93

12. Please advise us as to the consideration you have given to the
impact of RG&E`s disputed holdings to the effectiveness of your
disclosure controls and procedures and internal control over
financial
reporting.

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 7, 2005
page 1



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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010