Request for Withdrawel of Form S-8
GOLD
RESOURCE CORPORATION
222
Milwaukee Street, Suite 301
Denver,
Colorado 80206
January
16, 2007
VIA
EDGAR AND FACSIMILE
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
100
F
Street, N.E.
Washington,
D.C. 20549
Re: Gold
Resource Corporation
Registration
Statement on Form S-8 (File No. 333-139985)
Filed
January 16, 2007
Request
For Withdrawal of Registration Statement
Ladies
and Gentlemen:
Pursuant
to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”),
Gold Resource Corporation (“Gold Resource”) hereby requests the consent of the
Securities and Exchange Commission (the “Commission”) to withdraw its
Registration Statement filed under form type S-8 (File No. 333-139985), together
with all exhibits thereto (collectively, the “Registration Statement”).
The
Registration Statement covers the resale, from time to time, of common stock
of
Gold Resource. The withdrawal is requested as a result of a filing error in
the
form type. The Registration Statement is on Form SB-2 and was erroneously filed
under Form S-8. Mr. Jacob Fein-Helfman has suggested that in order to remedy
this error, Gold Resource should withdraw the Registration Statement and
promptly re-file it under the correct form type.
Gold
Resource hereby respectfully requests that the Commission issue a written order
granting the withdrawal of the Registration Statement as soon as possible.
Gold
Resource also requests, in accordance with Rule 457(p) of the Securities Act,
that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited to Gold Resource’s account for future use.
Please
fax a copy of the order to Gold Resource’s office to the attention of the
undersigned at (303) 320-7835.
If
you
have any questions or comments relating to this request for withdrawal, please
contact David J. Babiarz, Esq. or Jessica M. Browne, Esq. at (303)
861-8013.
Very
truly yours,
/s/
William W. Reid
William
W. Reid
President
and Chief Executive Officer
cc: David
J.
Babiarz, Esq.