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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      October 31, 2005

Mr. J. Paul Sorbara
President & CEO
Golden Goliath Resources, Ltd.
Suite 711, 675 West Hastings Street
Vancouver, British Columbia V6B 1N2


      Re:	Golden Goliath Resources, Ltd.
		Registration Statement on Form 20-F
      Filed September 30, 2005
		File No. 0-31204


Dear Mr. Sorbara:

      We have reviewed your filing and have the following
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.

1. Please include page numbers in the amended registration
statement
and in all filings with the Commission.  To expedite the comment
process, page references in this letter relate to our internal
page
numbering.

2. Be advised that the Form 20-F registration statement becomes
effective automatically under the Exchange Act 60 days from the
date
of filing, and the Exchange Act reporting requirements become
operative at that time.

3. To minimize the likelihood that we will reissue comments,
please
make corresponding changes where applicable throughout your
document.
For example, we might comment on one section or example, but our
silence on similar or related disclosure elsewhere does not
relieve
you of the need to make appropriate revisions elsewhere as
appropriate.

4. Delete the term "will" from your list in the second sentence of
the
paragraph captioned "Forward-Looking Statements."

5. Revise your filing to define geological or technical words in
context as much as possible.  If necessary, provide a glossary
that
includes those terms that cannot be defined in the text of your
discussion.

6. You are responsible for the accuracy and completeness of your
filings with the Commission.  Carefully review all future filings,
including the amended Form 20-F registration statement you file in
response to these comments, to eliminate inconsistent and
inaccurate
disclosure and to provide any information necessary to make the
disclosure you provide materially complete.  Refer to General
Instruction C(c) of Form 20-F.  Among the examples of inconsistent
or
incomplete disclosure, we noted the following:
* the address of Stephen Pearce, your corporate secretary, has not
been disclosed;
* the statement referring to Mr. Bligh as your corporate secretary
appears to be inaccurate; .
* your selected financial data only covers the three most recent
years
rather than the five most recent years; and
* the Directors, Senior Management and Employees information on
page
31 must be revised to reconcile the statement that Richard W.
Hughes
has been director of the company since June 10, 1998, with the
information directly under his biographical sketch indicating that
he
has been a company director since 1999. Also, revise Dr. Andrew
Robinson`s biographical sketch indicating that he has been a
company
director since December 17, 1989, although the company did not
start
its operations until 1996.

7. Update the exchange rate information and the capitalization and
indebtedness information on page 7.

Key Information, page 5

Risk Factors, page 8

8. Discuss the risks associated with any interests encumbering
your
properties.  We note disclosure on page 20 indicating that your
properties may be subject to certain royalty rights.

Information on the Company, page 11

Financings, page 11

9. We note that you have engaged in several private placements
since
2001.  Advise whether any offerings were directed to U.S.
residents.
If so, please indicate the exemptions upon which you relied.

Business Overview, page 13

10. Expand the fourth paragraph to explain the significance of
switching from diamond drilling to reverse drilling.

Organization Structure, page 16

11. Provide information regarding your significant subsidiaries,
as
required by Item 4.C of Form 20-F.  We note your disclosure on
page 13
indicating that you operate in Mexico through Minera Delta S.A. de
C.V., a wholly owned subsidiary.

Directors, Senior Management, and Employees, page 31

Compensation, page 33

12. We note you disclosure on page 42 regarding payments made to
your
president.  The payments may constitute compensation and may need
to
be disclosed in this section.  Revise or advise.

Major Shareholders and Relate Party Transactions

Related Party Transactions, page 41

13. Disclose and describe transactions in which you acquired
properties from related parties.  In this regard, we note your
disclosure on page 18 that you acquired the Las Bolas - Los Hilos
property from a company controlled by your president, J. Paul
Sorbara.

Additional Information, page 44

Material Contracts, page 47

14. Advise whether you have entered into any material contracts in
the
past two years.  If so, provide the required disclosure.

Controls and Procedures, page 50

15. We note your disclosure that your "President concluded that
Golden
Goliath`s disclosure controls and procedures are effective in
timely
alerting them to material information relating to Golden Goliath
required to be included in Golden Goliath`s periodic SEC filings
and
that information is recorded, processed, summarized and reported
as
and when required."  Revise to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management to allow timely decisions
regarding required disclosure.  See Exchange Act Rule 13a-15(e).

16. This section indicates that "[t]here was no significant change
in
Golden Goliath`s internal controls over financial reporting that
occurred during Golden Goliath`s most recently completed fiscal
year
ended 8/31/2004."  Revise to comply with Item 15(d) of Form 20-F.
Specifically, disclose whether there have been "any changes," as
opposed to "significant changes."  Consult the last paragraph of
section II.J. found in Release No. 33-8238 for additional
guidance.

Auditors` Report

17. Please advise your auditor to revise the financial position
dates
in the opinion paragraph to be consistent with the audited balance
sheet dates in the first paragraph of their report.

Financial Statements

Mineral Property Acquisition Costs

18. Based on disclosures in the Liquidity and Capital Resources
section under US GAAP Reconciliation a) Acquisition of Mineral
Properties and Deferred Exploration Costs and Notes 2.c) and
11.a), it
appears that you are not treating mineral property acquisition
costs
as tangible assets for U.S. GAAP purposes as called for by EITF
04-2.
Please tell how you account for these costs for U.S. GAAP and
detail
these costs for the reporting periods after the implementation
date of
EITF 04-2.

Differences Between Canadian and U.S. GAAP - Note 11

19. Revise Note 11 to indicate that the registrant is an
exploration
stage company.

20. The requirement to adopt CICA Handbook Section 3110 Asset
Retirement Obligation was effective fiscal years beginning after
January 1, 2004 (September 1, 2004 in the company`s case) but you
have
not reflected an asset retirement obligation in your balance sheet
and
you have not included appropriate disclosure in your significant
accounting policies footnote under Canadian GAAP.  We note your
assertion in Note 11 that you do not have any asset retirement
obligations.  We note the same assertion for U.S. GAAP in Note 11.
We
also note that the requirement to record an obligation under
Handbook
Section 3110 and SFAS 143 commences once disturbance to the
properties
occurs.  It appears from disclosures in your filing that such
disturbance has already occurred on several of the mineral
exploration
properties in which you hold an interest indicating the presence
of
asset retirement obligations for the periods covered by your
financial
statements.  Please call us to discuss this matter further before
replying to this letter.

Engineering Comments

The Las Bolsas - Exploration History

21. The third paragraph of this section refers to a total gold
equivalent grade.  Define within the filing how this measurement
may
be calculated.  State all assumptions, all metal prices, and
metallurgical recoveries utilized.  The staff recommends the
current
3-year historic average metal prices rather than current spot
prices
be used in this calculation.

San Timoteo Property - Exploration History

22. The second paragraph of this section describes assay results
ranging from 0.1 g/t to 1.4 g/t gold and up to 65 g/t silver. As a
general checklist, when reporting the results of sampling and
chemical
analyses:
* Disclose only weighted-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated
based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
an
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
      Revise the entire filing accordingly.
Chamizal Property

23. Insert a small-scale map showing the location and access to
the
property.  Include large cities and/or political boundaries to
easily
locate the property.  Note that SEC`s EDGAR program now accepts
digital maps, so please include these maps in any future
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 the figures and/or 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 addition assistance is required, please call Filer Support at
202-
942-8900.  Otherwise, provide the map to the staff for review.

Notes To Consolidated Financial Statements - Segmented Information

24. The first paragraph refers to the operating segment which is
the
exploration and development of mineral exploration.  The words
"development" and "production" have very specific meanings under
Industry Guide 7(a) (4), (see www.sec.gov/divisions/corpfin
/forms/industry.htm#secguide7).  The terms reference the
"development
stage" when companies are engaged in preparing reserves for
production, and "production stage" when companies are engaged in
commercial-scale, profit-oriented extraction of minerals.  If the
company does not disclose any "reserves," as defined by Guide 7,
please remove the terms "develop," "development" or "production"
throughout the document, and replace this terminology, as needed,
with
the terms "explore" or "exploration."  This includes the using of
the
terms in the Financial Statement head notes and footnotes see
Instruction 1 to paragraph (a), Industry Guide 7.

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 supplemental 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 John Weitzel at (202) 551-3731or Barry Stem,
Senior Assistant Chief Accountant, at (202) 551- 3763 if you have
questions regarding comments on the financial statements and
related
matters.  Direct you questions relating to the engineering
comments to
Ken Schuler, Mining Engineer, at (202) 551-3718.  Please contact
Carmen Moncada-Terry at (202) 551-3687 or me at (202) 551-3740
with
any other questions.


      Sincerely,



      H. Roger Schwall
      Assistant Director


cc:	A. Korelin
      C. Moncada-Terry
Mr. J. Paul Sorbara
Golden Goliath Resources, Ltd.
October 31, 2005
Page 7