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<SEC-DOCUMENT>0000910662-09-000018.txt : 20090406
<SEC-HEADER>0000910662-09-000018.hdr.sgml : 20090406
<ACCEPTANCE-DATETIME>20090114150608
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000910662-09-000018
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20090114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEABRIDGE GOLD INC
		CENTRAL INDEX KEY:			0001231346
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		106 FRONT STREET EAST
		STREET 2:		SUITE 400
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5A 1E1
		BUSINESS PHONE:		416-367-9292

	MAIL ADDRESS:	
		STREET 1:		106 FRONT STREET EAST
		STREET 2:		SUITE 400
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5A 1E1
</SEC-HEADER>
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<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               Seabridge Gold Inc.


January 12, 2009


United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
100 F Street N.E.
Washington D.C., USA
20549-7010

Attention: Douglas Brown


Re:      Seabridge Gold Inc.
         Your letter dated December 23, 2008


Dear Sirs;

We hereby respond to the comments made in your letter dated December 23, 2008
regarding our Form 20-F filing for the year ended December 31, 2007, in the
matching order of the comments. Based upon telephone conversations between our
counsel and Douglas Brown of your office, our time to respond to your letter was
extended to January 23, 2009. For your convenience, a copy of your December 23,
2008 letter is attached hereto.

     1.   We confirm that the Commission file number on the cover of our 2008
          Form 20-F and other applicable SEC reports we hereafter file shall be
          1-32135, instead of 0-50657.

     2.   We do not believe any reconciliation is needed  between the title of
          this risk factor and the information given in the body of the risk
          factor. The title was intended as a headline  to convey to a reader
          that our operations contain significant uninsured risks. The clause in
          the  title "as  the Company  maintains no insurance against its
          operations" was to convey that there are significant business risks in
          the our exploration activities, such as not finding significant
          amounts of ore, or that the ore found is  uneconomic to mine, or the
          price of gold diminishes significantly, which are uninsured. These
          types of risks and the  attendant  liabilities  are  mentioned  in the
          first  paragraph.  The second paragraph mentions the $5 million
          insurance policy - which is for  bodily  injury and property damage
          claims with usual exclusions - to show that we are not "self-insured"
          and also that the insurance would not cover major catastrophes or
          special operating risks.  However, understanding there could possibly
          be confusion, we will delete the clause "as the Company maintains no
          insurance  against its operations" from future  disclosure of our risk
          factors.

     3.   We assume that the reference for this comment should be Item 6.C.3.
          Item 6.C. requests certain information about Board practices,
          including the names of the committee members, "unless otherwise
          specified." We have interpreted "unless

- --------------------------------------------------------------------------------
       106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1
   Telephone: (416) 367-9292 Facsimile: (416) 367-2711 info@seabridgegold.net
                              www.seabridgegold.net


<PAGE>


          otherwise specified" as meaning that the information  does not appear
          elsewhere in the report.  The names of the members of the committees
          are  disclosed  in Item 6.A. in Table No. 5 on page 49 by reference to
          the notes to such Table which separately show each Board committee.

     4.   The two management transactions disclosed in Item 5.B.on page 47 under
          "Related Party Transactions" but not also included in Item 7.B.
          [Interest of Management in Certain Transactions] on page 59 was
          because those transactions were for consulting fees and those amounts
          were included in the "Other Compensation" column in Table No. 7,
          Summary Compensation Table in Item 6.B. on page 53. The components of
          the "Other Compensation" column are explained in note (5) to Table No.
          7 as consulting fees, bonuses and directors fees.  The $360,000
          consulting fee is clearly tied to James Anthony, Chairman. It is noted
          that Instruction No. 1 to Item 7.B. calls for information  material to
          the company or of transactions that are  unusual in their nature or
          condition.  The other consulting fee was $33,600.  Using the SEC
          disclosure regulations under Regulation S-K as a guide, the dollar
          threshold in Item 4.04 (a) for related party disclosure is $120,000.

     5.   We do not believe a cross-reference is needed in Item 15 to the
          information about Internal Controls over Financial Reporting in Item
          5.B. on  page 46 as the  information in Item 15 covers the same
          information and is more explanatory than what appears on page 46. The
          evaluation referred to on page 46 was conducted under Multilateral
          Instrument  No. 52-109 of the Canadian Securities Administrators as
          part of the our MDA discussion under Canadian accounting principles,
          while the evaluation referred to in Item 15 was in  accordance with
          rules under the US Securities Exchange Act of 1934.  Each of these
          disclosures was to fulfill a particular regulatory purpose.  We will
          consider the need for cross-referencing such disclosures in future
          Forms 20-F based upon the nature of the disclosures in such reports.

     6.   Our financial statements were prepared in accordance with Canadian
          generally accepted accounting principles.  We attempted to make clear
          that the general  reference to GAAP in the Exhibit 12 certifications
          was to Canadian GAAP.  However, we now understand the instructions to
          Form 20-F require the certifications  conform to the exact language of
          the  instructions to Exhibits to Form 20-F,  regardless of which GAAP
          standard is followed. Our future Item 12 certifications will be worded
          exactly as set forth in the instructions to Exhibit 12.


In addition to the points above and further to your letter, the Company hereby
acknowledges that:

     o    The Company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

     o    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

     o    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.

     Based on your comments and our replies, we are submitting this letter along
     with your letter on EDGAR in conjunction with our Form 20-F for the year
     ended December 31, 2007, and


<PAGE>


     we undertake to incorporate your comments as applicable in our December 31,
     2008 Form 20-F as described herein and other SEC reports.

     Should you have any questions about the responses in this letter, please
contact our US securities counsel Bruce Rich at 212-238-8895 or the undersigned.


Yours truly,

/s/Roderick Chisholm
Roderick Chisholm
Corporate Secretary







</TEXT>
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<FILENAME>filename2.txt
<TEXT>






                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549-7010

                                                        December 23, 2008


Mr. Rudi Fronk
President and Chief Executive Officer
Seabridge Gold, Inc.
106 Front Street East, 4th Floor
Toronto, Ontario, Canada M5A  1E1

         Re:      Seabridge Gold, Inc.
                  Form 20-F for the Fiscal Year Ended December 31, 2007
                  Filed March 31, 2008
                  File No. 0-50657

Dear Mr. Fronk:

         We have reviewed your filing and have the following comments. Please
provide a written response to our comments. 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.

Form 20-F for the Fiscal Year Ended December 31, 2007
- -----------------------------------------------------

General
- -------

1.       Please correct your commission filing number on the cover of your
         filings to read 001-32135, which was assigned in conjunction with your
         filing of the Form 8-A registration statement on March 31, 2004.


<PAGE>


Mr. Rudi Fronk
Seabridge Gold, Inc.
December 19, 2008
Page 2

Risk Factors, page 12
- ---------------------

The Company's OperationsContain Significant Uninsured Risks which Could
- -----------------------------------------------------------------------
Negatively Impact Profitability as the  Company Maintains No Insurance Against
- --------------------------------------  --------------------------------------
its Operations, page 13
- -----------------------

2.        Reconcile the disclosure in this heading with the first sentence of
          the second paragraph of this risk factor which states, "The Company
          currently maintains $5 million insurance for its properties and
          operations..."

Committees, page 55
- -------------------

3.        We note Item 6.E.3. of Form 20-F. Please explain why you did not
          include the names of the individuals who serve on each of the Board
          Committees as required by such Item.

Interest of Management in Certain Transactions, page 59
- -------------------------------------------------------

4.       We note that you included disclosure of three different related party
         transactions on page 47, only one of which is disclosed in the section,
         "Interest of Management in Certain Transaction." Please provide the
         disclosure required by Item 7.B of Form 20-F regarding the two other
         transactions.

Management's Report on Internal Control over Financial Reporting, page 73
- -------------------------------------------------------------------------

5.       Please provide a cross reference in Item 15 to your discussion of
         changes in your internal control over financial reporting that appears
         on page 46 of your Form 20-F.

Certifications, exhibits 12.1 and 12.2
- --------------------------------------

6.       We note that you included the word "Canadian" to qualify generally
         accepted accounting principles in both certifications. Revise your
         filing to ensure that the certifications conform to the exact language
         of part 12 to the Instructions as to Exhibits in the Form 20-F.

Closing Comments
- ----------------

         Please respond to these comments within 10 business days or tell us
when you will provide us with a response. Please furnish a letter that keys your
responses to our comments and provides any requested information. Detailed
letters greatly facilitate our review. Please understand that we may have
additional comments after reviewing your responses to our comments.



<PAGE>

Mr. Rudi Fronk
Seabridge Gold, Inc.
December 19, 2008
Page 3

         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:

     o   the company is responsible for the adequacy and accuracy of the
         disclosure in the filing;

     o   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

     o   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.

         Please contact Doug Brown at (202) 551-3265, or in his absence, John
Madison at (202) 551-3296 with any questions.

                                                  Sincerely,

                                                  H. Roger Schwall
                                                  Assistant Director

cc:  J. Madison
     D. Brown

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