CORRESP 6 filename6.htm

c61853_corresp.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

575 Madison Avenue
New York, NY 10022-2585
212.940.8800 tel
212.940.8776 fax..

PETER J. SHEA
peter.shea@kattenlaw.com
212.940.6447 direct
704.344.3195 fax

June 22, 2010

VIA EDGAR

Securities and Exchange Commission
Washington, D.C. 20549

ETFS Gold Trust
Post-Effective Amendment No. 2 to Registration on Form S-1
Registration No.: 333-158221

Dear Ladies and Gentlemen:

          On behalf of the ETFS Gold Trust (the “Trust”) sponsored by our client, ETF Securities USA LLC, and together with this correspondence, we are filing pursuant to the Securities Act of 1933 Post-Effective Amendment No. 2 (the “Amendment”) to the Trust’s Registration Statement on Form S-1 (the “Registration Statement”). Blacklined copies of the Amendment that have been marked to show changes since Post-Effective Amendment No. 1 to the Registration Statement filed on May 11, 2010 are being sent to the staff of the Securities and Exchange Commission under separate cover.

          With respect to the staff’s comment letter to the Sponsor dated June 8, 2010 by Mr. H. Roger Schwall, we offer the following responses (the headings below corresponding to the headings in such comment letter with the numbered responses corresponding to the comment numbers of the comment letter).

          General

          1.      The Trust’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed on May 17, 2010 has been incorporated by reference.

          2.      An updated consent of the auditor has been included as an exhibit to the Registration Statement.

           All Trust, Sponsor and Trust service provider personnel participating in the preparation of the Registration Statement are cognizant of their disclosure responsibilities to investors.

Securities and Exchange Commission
June 22, 2010
Page 2

          In the event that the Trust requests acceleration of the effective date of the Registration Statement, it will furnish a letter containing the requested acknowledgements.

          Please do not hesitate to contact me at (212) 940-6447 or Gregory Xethalis at (212) 940-8587 if you have any questions or comments with respect to the foregoing responses or the Amendment.

Very truly yours,

/s/ Peter J. Shea

Peter J. Shea

Enclosures

cc (w/enclosures):	Mr. H. Roger Schwall
	Ms. Tracey L. McNeil
	Mr. Graham Tuckwell
	Mr. Tom Quigley
	Mr. Gregory Xethalis