May 19, 2005



VIA FACSIMILE AND EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-0405
Attention:  Mr. Mark Wojciechowski
Fax:  (202) 942-9528

         Re:      Gasco Energy, Inc. (the "Company")
                  Form 10-K for the fiscal year ended December 31, 2004
                  Form 10-K/A for the fiscal year ended December 31, 2004
                  File No. 001-32369

Ladies and Gentlemen:

         With respect to the letters from the Company to the Staff,  dated April
29, 2005 and May 18, 2005,  responding to comments  from the Staff  addressed to
the Company on April 20, 2005 and May 6, 2005, the Company  hereby  acknowledges
that:

     -    the  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in its filings with the Securities and Exchange  Commission
          (the "Commission");

     -    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.


If you have any questions or comments, please call me at (303) 483-0044.

Sincerely,


/s/ W. King Grant
W. King Grant
Chief Financial Officer and
Executive Vice President