[LETTERHEAD OF BURNS & LEVINSON LLP]

SUSAN K. SHAPIRO

617.345.3310

SSHAPIRO@BURNSLEV.COM

October 18, 2006

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Preliminary Proxy Statement on Schedule 14A

Filed September 28, 2006

File No. 1-9025

Ladies and Gentlemen:

On behalf of our client Vista Gold Corp. (the “Company”), further to telephone conversations with Roger Baer and Jason Wynn of the Staff of the Securities and Exchange Commission (the “Commission”) on October 16, 2006, attached as Schedule A hereto please find text for revisions to the above preliminary proxy statement of the Company. These revisions are being made in response to the Staff’s comment concerning the preliminary proxy statement received on October 12, 2006. The revisions, which consist of marked pages and three sets of riders with summary property information, were submitted to Mr. Baer for review on October 16, 2006. As discussed with Mr. Wynn, the Company intends to incorporate the foregoing revisions into its proxy statement and file its definitive proxy statement, as so revised, with the Commission by October 20, 2006.

Thank you for your consideration in this matter. If you have any questions, please do not hesitate to call the undersigned at (617) 345-3310.

Mr. Jason Wynn

Mr. Michael Richings

Mr. Howard Harlan

SCHEDULE A

mining claim are met, the locator obtains a valid possessory right to develop and produce minerals from the claim. The right can be freely transferred and, provided that the locator is able to prove the discovery of locatable minerals on the claims, is protected against appropriation by the government without just compensation.

Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the U.S. Bureau of Land Management (“BLM”) or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

Environmental Regulation

Vista gold projects are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. Vista’s policy is to conduct business in a way that safeguards public health and the environment. Management of Vista believes that Vista’s operations are conducted in material compliance with applicable laws and regulations.

Changes to current local, state or federal laws and regulations in the jurisdictions where Vista operates could require additional capital expenditures and increased operating and/or reclamation costs. Although management of Vista is unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of Vista’s projects.

During 2005, there were no material environmental incidents or non-compliance with any applicable environmental regulations. Management of Vista estimates that Vista will not incur material capital expenditures for environmental control facilities during the current fiscal year.

Reclamation

Vista generally is required to mitigate long-term environmental impacts by stabilizing, contouring, resloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts are conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

Competition

Vista competes with other mining companies in connection with the acquisition of gold properties. There is often competition for the limited number of gold acquisition opportunities available, and some of this competition is with companies having substantially greater financial resources than Vista. As a result, Vista may have difficulty acquiring attractive gold projects at reasonable prices.

Management of Vista believes no single company has sufficient market power to affect the price or supply of gold in the world market.

Description of Assets

[INSERT RIDER 77-1]

Detailed information is contained herein with respect to the Mt. Todd mine and the Paredones Amarillos, Awak Mas, Yellow Pine, Long Valley, Guadalupe de los Reyes and Amayapampa projects. Vista holds the Mt. Todd

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mine through its indirect wholly-owned subsidiary, Vista Gold Australia Pty Ltd.; the Paredones Amarillos andGuadalupe de los Reyes projects through its wholly-owned subsidiary, Minera Paredones Amarillos S.A. de C.V.; Awak Mas project through its indirect wholly-owned subsidiary, PT Masmindo Dwi; the Yellow Pine project through its indirect wholly-owned subsidiary, Idaho Gold Resources LLC.; the Long Valley project through its indirect wholly-owned subsidiary, Vista Gold U.S. Inc.; and the Amayapampa project through its indirect wholly-owned subsidiary, Minera Nueva Vista S.A. Estimates of reserves and mineralization herein are subject to the effect of changes in metal prices, and to the risks inherent in mining and processing operations.

[INSERT RIDER 78-1]

Mt. Todd

Effective March 1, 2006, Vista Gold Corp. and its subsidiary Vista Gold Australia Pty Ltd. entered into agreements with Ferrier Hodgson, the Deed Administrators for Pegasus Gold Australia Pty Ltd. (“Pegasus”), the government of the Northern Territory of Australia and the JAAC and other parties named therein, subject to regulatory approvals, to purchase a 100% interest in the Mt. Todd gold mine (also known as the Yimuyn Manjerr gold mine) in the Northern Territory, Australia. Under these agreements, Vista Gold Corp. is guarantor of the obligations of its subsidiary Vista Australia (with Vista referred to as “Vista Gold” in summaries of agreement terms herein).

As part of the agreements, Vista Gold agreed to pay Pegasus, AU$1.0 million ($739,600) and receive a transfer of the mineral leases and certain mine assets; and pay the Northern Territory’s costs of management and operation of the Mt. Todd site up to a maximum of approximately AU$375,000 (approximately $277,500) during the first year of the term (initial term is five years, subject to extensions), and assume site management and pay management and operation costs in following years. Additionally, Vista Gold Corp. was to issue common shares with a value of CDN$1.0 million (amounting to 177,053 common shares) to the JAAC as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases until a decision is reached to begin production. Other agreement terms provide that Vista Gold will undertake a technical and economic review of the mine and possibly form one or more joint ventures with the JAAC. In June 2006, the transactions contemplated under the agreements were completed and effective, with funds held in escrow released to the ultimate vendors and the common shares issued to the JAAC.

Gold Resource Estimate for Mt. Todd Gold Mine

On June 26, 2006, Vista Gold announced that a mineral resource analysis for the Batman deposit at the Mt. Todd gold mine was completed on June 26, 2006, by Gustavson Associates [add: LLC] of Boulder, Colorado, in accordance with Canadian National Instrument 43-101 standards under the direction of Mr. John Rozelle, an independent Qualified Person, utilizing standard industry software and resource estimation methodology. The resource analysis report includes the results of 91,225 assay intervals from 730 drill holes (225 core, 435 reserve circulation and 70 rotary drill holes) done by BHP Resources Pty Ltd., Zapopan NL and Pegasus with assaying by Australia Assay Laboratories in Pine Creek and Alice Springs, Classic Comlabs in Darwin and Pegasus’ onsite lab. Pegasus mined part of the Batman deposit from 1993 to 1997, and a joint venture comprising Multiplex Resources Pty Ltd. and General Gold Resources Ltd. mined the deposit from 1999 to 2000.

[Add: The Mt. Todd project is located 50 kilometres northwest of Katherine, Northern Territory, Australia. The project area covers 13,257 acres (5,365 hectares).] The Mt. Todd gold mine is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline. The Batman deposit geology consists of a sequence of hornfelsed interbedded greywackes and shales with minor thin beds of felsic tuff. Bedding consistently strikes at 325º, dipping 40º to 60º to the southwest. Northerly trended sheeted quartz sulfide veins and joints striking at 0º to 20º and dipping 60º to the east are the major location for mineralization in the Batman deposit. The veins are 0.04 to 4 inches in thickness with an average thickness of around 0.4 inches and occur in sheets with up to six veins per horizontal foot.

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Environmental Regulation

Allied Nevada’s gold projects are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is Allied Nevada’s policy to conduct business in a way that safeguards public health and the environment. Management of Allied Nevada believes that Allied Nevada’s operations are conducted in material compliance with applicable laws and regulations.

Changes to current state or federal laws and regulations in the jurisdictions where Allied Nevada operates could require additional capital expenditures and increased operating and/or reclamation costs. Although management of Allied Nevada is unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of Allied Nevada’s projects.

During 2005, there were no material environmental incidents or non-compliance with any applicable environmental regulations on the properties held by Allied Nevada. Management of Allied Nevada estimates that Allied Nevada will not incur material capital expenditures for environmental control facilities during the current fiscal year.

Competition

Allied Nevada competes with other mining companies in connection with the acquisition of gold properties. There is competition for the limited number of gold acquisition opportunities, some of which is with companies having substantially greater financial resources than Allied Nevada. As a result, Allied Nevada may have difficulty acquiring attractive gold projects at reasonable prices.

Management of Allied Nevada believes that no single company has sufficient market power to affect the price or supply of gold in the world market.

Description of Assets to be Acquired from Vista

[INSERT RIDER 104-1]As part of the Arrangement, Allied Nevada will acquire the Vista Nevada Assets from Vista. The Vista Nevada Assets consist of six mineral projects, all of which are located in Nevada. Allied Nevada will acquire the Vista Nevada Assets by acquiring all of the issued and outstanding shares of Vista Gold Holdings Inc. from Vista. The Vista Nevada Assets include the Hycroft mine and the Wildcat, Maverick Springs, Mountain View, Hasbrouck and Three Hills projects, and the properties held through F.W. Lewis, Inc. Allied Nevada [add: will] holds the Hycroft mine through its indirect wholly-owned subsidiary, Hycroft Lewis Mine, Inc.; and the Maverick Springs, Mountain View, Hasbrouck, Three Hills and Wildcat projects through its indirect wholly-owned subsidiary, Vista Nevada Corp. In addition, the properties acquired by Vista through the acquisition of F.W. Lewis, Inc. will be held through Allied Nevada’s indirect wholly-owned subsidiary, Victory Gold Inc. Detailed information regarding these properties is set out below. Estimates of reserves and mineralization herein are subject to the effect of changes in metal prices, and to the risks inherent in mining and processing operations.

[INSERT RIDER 104-2]

Hycroft Mine

The Hycroft mine and related facilities are located 54 miles west of Winnemucca, Nevada. The Lewis mine was acquired by Vista in early 1987 and the construction of the adjacent Crofoot mine project was completed in April 1988. Mining operations at the Hycroft mine were suspended in December 1998, and the site was placed on care and maintenance. [Add: The Hycroft mine is fully permitted for resumption of production and bonded for past production activities.] Gold production, from continued leaching and rinsing of the heap leach pads, continued in 2000 and 2001. In 2002, 2003, 2004 and 2005, the amount of gold recovered was not material, as expected. The mine is currently on care and maintenance. From inception in 1987 until suspension of mining operations in December 1998, the Hycroft mine produced over 1 million ounces of gold.

In January 2005, Vista announced that it had signed an agreement with Canyon Resources Corporation to grant Canyon a six-month option to purchase the Hycroft mine. In August 2005, Canyon elected not to exercise their option to purchase the Hycroft mine. As previously reported, during its option period Canyon completed 33 drill holes on the whole Hycroft property which confirmed average grades for the ore body. See “— Geology and Ore Reserves” and “— Updated Feasibility Study” below.

On December 13, 2005, Vista purchased the leasehold interest in the Lewis property at Hycroft as part of the acquisition of F.W. Lewis, Inc. See “— F.W. Lewis, Inc. Properties”.

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These agreements involve payments of $3,000 per month minimum royalty payments to Victory Gold, minimum exploration commitments of $250,000 per year, and an option to purchase the property for $2.0 million payable by December 31, 2007, with a retained 5% gross royalty on gold and a 4% NSR on other metals, and with annual advance minimum royalty (“AMR”) payments of $60,000 commencing on exercise of the purchase option. Madison and Great American also have an option to purchase the royalties from Victory Gold for $4.0 million in the first year following the date of exercise of the purchase option and escalating by $500,000 each year thereafter.

Allied Nevada plans to review the geology and exploration potential and prioritize the properties during 2006 for possible venture opportunities.

Description of Assets to be Acquired from the Pescios

[INSERT RIDER 114-1]As part of the Arrangement, Allied Nevada will indirectly acquire the Pescio Nevada Assets from the Pescios. The Pescio Nevada Assets consist of interests in 53 Nevada mining properties, and include the royalty and other interests currently held by the Pescios in the Beowawe Gold Property, the Cobb Creek Property, the Dixie Flats Project, the Dome Property, the Wild Horse Property, the Eden Property, the Elder Creek Property, the NAD Property, the North Carlin Property, the North Mill Creek Property, the Pony Creek Property, the Switch and Six Mile Properties, the Toy Property, the Tusk Property, the Rock Creek Property, the Santa Renia Gold-Silver Property, the Six Mile Property, the South Silver Cloud Property, the Tonka Gold-Silver Property, and the Woodruff Gold-Silver Property. Detailed information regarding these properties and the interests in these properties currently held by the Pescios, is set out below. Estimates of reserves and mineralization herein are subject to the effect of changes in metal prices, and to the risks inherent in mining and processing operations.

[INSERT RIDER 114-2]

Beowawe Gold Property

The property is located in [add: Cortez-Battle Mt.-Eureka Trend in] north-central Nevada approximately 30 kilometers east of the town of Battle Mountain and 32 kilometers west of Carlin, Nevada. It currently consists of 100 non-contiguous mining lode claims (approximately [add: 1,799 acres or] 728 hectares) and fee land (approximately [add: 79 acres or] 32 hectares) in two basic blocks along an east west axis of approximately nine kilometres.

The Pescios are parties to the agreement dated November 7, 2002 with Atna Resources Ltd. and Atna Resources, Inc. (“Atna”) in accordance with which the Pescios granted to Atna the option to acquire 100% of the property subject to the obligation to pay a mineral production royalty equal to 3% NSR from the production of minerals from the property, and to pay AMR payments of $75,000 on or before November 6, 2006, and $100,000 on or before November 6, 2007 and on or before November 6 of each subsequent year. Atna has entered into an agreement with Apollo Gold & Energy Inc. to earn up to a 70% interest in the property (subject to performance and satisfaction of certain conditions).

From 1959-1985, there were as many as 50 geothermal test wells drilled for the Beowawe project. The area has been explored for precious metals since 1983 and this included drilling by Chevron, Bow Valley, North and WX. In 1999, Balaclava Mines Inc. acquired the area and drilled a five-hole program. In 2002, Atna optioned the Beowawe claims from Carl Pescio. In 2003, Atna acquired more claims at Beowawe. In 2004, Prospectors Consolidated optioned the claims from Atna. The property was returned to Atna in 2005 and in the same year, Atna optioned the project to Apollo Gold & Energy Inc. Included in the Pescio option to Atna is the requirement to complete 20,000 feet of drilling by November 6, 2005. Atna has extended the requirement to complete the drilling until November 6, 2006 [add: and the requirement to drill 20,000 feet has subsequently been reduced to 8,000 feet.]

As part of the Arrangement, Allied Nevada will acquire the Pescios’ interest in the Beowawe Gold Property from the Pescios. Currently, the Pescios are the holders of a royalty on the claims, and are the beneficial or record owners of certain of the claims. If the required drilling is completed by November 6, 2006, Atna may acquire a 100% interest in the property (subject to any interests of Apollo Gold & Energy Inc.) and the Pescios would then be the holders of a royalty on the claims and hold contractual rights that may in certain circumstances require the record owner to transfer ownership of the claims to the Pescios.

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Rider 77-1

Following the Arrangement, Vista will control seven mineral projects: two in the United States, two in Mexico, and one each in Australia, Indonesia and Bolivia. Vista has agreed to sell the Bolivian project to Luzon Minerals Ltd.; however, this sale has not yet been completed. See “- Amayapampa” below.

Rider 78-1

The following two tables summarize material information concerning the mineral projects that will be retained by Vista following completion of the Arrangement. The reader is directed to the more comprehensive information about these properties starting on page             , immediately following these summary tables.

Projects to be Retained by Vista

Summary Information

Estimates of mineralization have been prepared in accordance with Canadian National Instrument 43-101 standards for all seven of the properties to be retained by Vista, and these estimates are shown in summary form in the following table.

Projects to be Retained by Vista

Estimates of Mineralization

Reserves have been estimated in accordance with Canadian National Instrument 43-101 standards for one project that would retained by Vista, namely the Paredones Amarillos project in Mexico. Proven and probable mineral reserves were determined within a proposed open pit mine, which was designed employing a Lerchs-Grossmann optimization technique based on U.S. $400 per ounce gold price. The results are summarized in the following table:

Based on guidelines provided by the SEC, as Vista has obtained a preliminary feasibility study but not a bankable feasibility study with respect to the above, Vista is reporting no reserves under U.S. SEC standards.

Rider 104-1

As part of the Arrangement, Allied Nevada will acquire the Vista Nevada Assets from Vista. The Vista Nevada Assets consist of six mineral projects, all of which are located in Nevada.

Rider 104-2

The following two tables summarize material information concerning the properties that will be acquired from Vista by Allied Nevada as part of the Arrangement. The reader is directed to the more comprehensive information about these properties starting on page             , immediately following these summary tables.

Nevada Projects to be Acquired from Vista by Allied Nevada

Summary Information

Estimates of mineralization have been prepared in accordance with Canadian National Instrument 43-101 guidelines for six of the seven of the properties to be contributed to Allied Nevada by Vista, and these estimates are shown in summary form in the following table.

Nevada Projects to Acquired from Vista by Allied Nevada

Estimated Mineralization

Proven and probable mineral reserves were estimated for Hycroft in accordance with Canadian National Instrument 43-101 standards based on a $450 per ounce gold price. The results are summarized in the following table:

Based on guidelines provided by the SEC, reserves would have to be calculated using a gold price of $400 per ounce. Proven and probable mineral reserves based on a gold price of $400 per ounce contained in an optimized but not a designed pit are summarized in the following table:

Rider 114-1

As part of the Arrangement, Allied Nevada will indirectly acquire the Pescio Nevada Assets. The Pescio Nevada Assets include the Pescios’ royalty and other interests in 53 mining properties, all located in Nevada. Technical studies prepared in accordance with Canadian National Instrument 43-101 standards have been completed for 20 of those properties and two of these properties have estimates of contained gold mineralization. More comprehensive information about these 20 properties is provided below. All of the 53 properties in which the Pescios hold interests have been optioned and leased to other exploration companies in return for production royalties averaging about 2.6%, advance minimum royalties and, on some of the properties, work commitments.

The following two tables summarize material information concerning the 20 properties included in Pescio Nevada Assets, for which technical studies compliant with Canadian National Instrument 43-101 standards have been prepared. The reader is directed to the more comprehensive information about these properties starting on page             , immediately following these summary tables.

Estimates of mineralization under Canadian Instrument 43-101 standards have been prepared for two of the properties as to which the Pescios would contribute their interests. These estimates are shown in summary form in the following table.