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

                                    FORM 10-Q


          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2004
                                       Or
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                       Commission File Number:  001-31593


                             APOLLO GOLD CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

          YUKON TERRITORY, CANADA                     NOT APPLICABLE
          -----------------------                     --------------
      (State or Other Jurisdiction of               (I.R.S.  Employer
      Incorporation or  Organization)               Identification No.)

                            4601 DTC BLVD., SUITE 750
                             DENVER, COLORADO 80237
              (Address of Principal Executive Offices)  (Zip Code)

        Registrant's telephone number, including area code (720) 886-9656

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15(d) of the  Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

Yes  [X]     No  [ ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12-b2  of  the  Exchange  Act).  Yes  [ ]     No  [X]

At  May  6, 2004, there were 79,494,342 common shares of Apollo Gold Corporation
outstanding.


<PAGE>
<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS

                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
Part I - Financial Information
  Item 1.  Financial Statements
    Consolidated Balance Sheet (Unaudited) -- As Of March 31, 2004 . . . . . . . . . . . . . . .     3
    Consolidated Statement Of Operations and Defecit (Unaudited)
      For The Three Month Periods Ended March 31, 2004 and 2003. . . . . . . . . . . . . . . . .     4
    Consolidated Statement of Cash Flows (Unaudited)
      For The Three Months Ended March 31, 2004 and 2003 . . . . . . . . . . . . . . . . . . . .     5
    Notes To Financial Statements (Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . .     6
  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation.    22
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk. . . . . . . . . . . . . .    28
  Item 4.   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29

Part II - Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
  Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
  Item 2.  Changes in Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .    30
  Item 3.  Defaults upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
  Item 4.  Submission of Matters to A Vote of Security Holders . . . . . . . . . . . . . . . . .    30
  Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
  Item 6.  Exhibits and Reports On Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .    30

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
Exhibits
</TABLE>

                STATEMENTS REGARDING FORWARD LOOKING INFORMATION

This  report  contains  forward-looking statements within the meaning of Section
21e  of  the  Securities  Exchange  Act  of 1934, including, without limitation,
statements  regarding our expectations, beliefs, intentions or future strategies
that are signified by the words "expects", "anticipates", "intends", "believes",
or  similar  language.  These  forward-looking  statements  involve  risks,
uncertainties and other factors. All forward-looking statements included in this
document  are  based on information available to us on the date hereof and speak
only  as  of  the date hereof. The factors discussed under "Risk Factors" in our
Annual  Report  on  Form  10-K for the year ended December 31, 2003 (the "Annual
Report")  are among those factors that, in some cases, have affected our results
and  could cause the actual results to differ materially from those projected in
the  forward-looking  statements.

         ACCOUNTING PRINCIPLES, REPORTING CURRENCY AND OTHER INFORMATION

     Apollo  Gold  Corporation prepares its consolidated financial statements in
accordance with accounting principles generally accepted in Canada and publishes
its  financial  statements  in  United States dollars.  This Quarterly Report on
Form  10-Q  should  be  read  in  conjunction  with  our  consolidated financial
statements  and  related notes included in this quarterly report, as well as our
annual financial statements for the fiscal year ended December 31, 2003 included
in our Annual Report filed with the SEC.  Certain classifications have been made
to  the  prior  period  financial  statements to conform with the current period
presentation.

     Unless  stated otherwise, all dollar amounts are expressed in United States
dollars.

     References to "we", "our", "us", the "Company" or "Apollo" mean Apollo Gold
Corporation and its consolidated subsidiaries, or to any one or more of them, as
the  context  requires.


                                        1
<PAGE>
                         NON-GAAP FINANCIAL INFORMATION

     The cash operating, total cash and total production costs are non - GAAP
financial measures and are  used by management to assess performance of
individual operations as well as a comparison to other gold producers.

     The term "cash operating costs" is used on a per ounce of gold basis.  Cash
operating costs per ounce is equivalent to direct operating expense, less
production royalties and mining taxes but includes by-product credits for
payable silver, lead and zinc.  We have included cash operating costs
information to provide investors with information about the cost structure of
our mining operations.

     The term "total cash costs" is inclusive of the above with the addition of
production royalties and mining taxes.

     The term "total production costs" includes all total cash costs with the
addition of the non-cash portion of the costs including depreciation and
amortization.

     This information differs from measures of performance determined in
accordance with generally accepted accounting principles (GAAP) in Canada and
the United States and should not be considered in isolation or a substitute for
measures of performance prepared in accordance with GAAP.  These measures are
not necessarily indicative of operating profit or cash flow from operations as
determined under GAAP and may not be comparable to similarly titled measures of
other companies.


ITEM  1:  FINANCIAL  STATEMENTS

These  consolidated  financial statements should be read in conjunction with the
financial statements, accompanying notes and other relevant information included
in  the  Company's  Annual  Report on Form 10-K  for the year ended December 31,
2003  filed  with  the  Securities  and  Exchange  Commission on March 30, 2004.


                                        2
<PAGE>
<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF UNITED STATES DOLLARS)
====================================================================
                                           MARCH 31,    December 31,
                                                2004            2003
                                        ------------  --------------
ASSETS                                   (UNAUDITED)       (Audited)
<S>                                     <C>           <C>

CURRENT
  Cash and cash equivalents             $    23,767   $      25,851
  Short-term investments                      7,912           5,855
  Accounts receivable                         4,779           4,647
  Prepaids                                      404             552
  Broken ore on leach pad                    10,155           9,594
  Inventories (Note 3)                        3,048           2,839
--------------------------------------------------------------------
                                             50,065          49,338
BROKEN ORE ON LEACH PAD                       1,934           1,827

PROPERTY, PLANT AND EQUIPMENT (Note 4)       40,662          38,519

DEFERRED STRIPPING COSTS                     27,549          24,033

RESTRICTED CERTIFICATE OF DEPOSIT             6,938           6,893
--------------------------------------------------------------------
                                        $   127,148   $     120,610
====================================================================

LIABILITIES

CURRENT
  Accounts payable                      $     5,420   $       5,848
  Accrued liabilities                         2,682           2,781
  Notes payable                               3,855           4,117
  Property and mining taxes payable           1,052           1,080
--------------------------------------------------------------------
                                             13,009          13,826
NOTES PAYABLE                                 2,803           3,275
ACCRUED SITE CLOSURE COSTS                   21,899          21,619
--------------------------------------------------------------------
                                             37,711          38,720
--------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 8)


SHAREHOLDERS' EQUITY

Share capital (Note 5)                      130,181         120,624
Issuable common shares                          231             231
Contributed surplus (Note 5)                 12,006           7,172
Deficit                                     (52,981)        (46,137)
--------------------------------------------------------------------
                                             89,437          81,890
--------------------------------------------------------------------
                                        $   127,148   $     120,610
====================================================================
</TABLE>

APPROVED ON BEHALF OF THE BOARD

G.W. Thompson, Director               Robert Watts, Director

                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFECIT
(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
=====================================================================
                                              Three months ended
                                                   March 31,
                                           --------------------------
                                                   2004          2003
                                           ------------  ------------
<S>                                        <C>           <C>
REVENUE
  Revenue from sale of minerals            $    20,079   $     8,816
---------------------------------------------------------------------

OPERATING EXPENSES
  Direct operating costs                        17,151         5,642
  Depreciation and amortization                  1,320         1,302
  General and administrative expenses            1,730         1,272
  Stock-based compensation                          27           271
  Accretion expense                                345           320
  Royalty expense                                  210           219
  Exploration and business development             139           950
---------------------------------------------------------------------
                                                20,922         9,976
---------------------------------------------------------------------
OPERATING LOSS                                    (843)       (1,160)
OTHER INCOME (EXPENSES)
  Interest income                                  148            43
  Interest expense                                (110)         (149)
  Foreign exchange (loss) gain and other          (188)          494
---------------------------------------------------------------------
NET LOSS FOR THE PERIOD                           (993)         (772)
---------------------------------------------------------------------
DEFICIT, BEGINNING OF PERIOD                   (46,137)      (43,951)
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING POLICY (Note 2 (a))                (5,851)            -
---------------------------------------------------------------------
ADJUSTED OPENING BALANCE                       (51,988)      (43,951)
---------------------------------------------------------------------
DEFICIT, END OF PERIOD                     $   (52,981)  $   (44,723)
=====================================================================

NET LOSS PER  SHARE, BASIC AND DILUTED     $     (0.01)  $     (0.02)
=====================================================================

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                     74,654,540    47,301,752
=====================================================================
</TABLE>

                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF UNITED STATES DOLLARS)
(UNAUDITED)
==================================================================================
                                                             Three months ended
                                                                  March 31,
                                                          ------------------------
                                                                 2004         2003
                                                          -----------  -----------
<S>                                                       <C>          <C>
OPERATING ACTIVITIES
  Net loss for the period                                 $     (993)  $     (772)
  Items not affecting cash
    Depreciation and amortization                              1,320        1,302
    Stock-based compensation                                      27          271
    Accretion expense                                            345          320
    Other                                                        (66)         (51)
  Net change in non-cash operating working capital items      (1,416)       1,603
----------------------------------------------------------------------------------
                                                                (783)       2,673
----------------------------------------------------------------------------------


INVESTING ACTIVITIES
  Property, plant and equipment expenditures                  (3,123)      (1,434)
  Deferred stripping costs                                    (3,515)      (3,511)
  Short-term investments                                      (2,057)           -
  Restricted Certificate of Deposit                              (45)        (696)
----------------------------------------------------------------------------------
                                                              (8,740)      (5,641)
----------------------------------------------------------------------------------


FINANCING ACTIVITIES
  Proceeds from exercise of warrants and options               8,561       (2,330)
  Acquisition and cancellation of shares                         (48)           -
  Payments of notes payable                                   (1,074)        (815)
----------------------------------------------------------------------------------
                                                               7,439       (3,145)
----------------------------------------------------------------------------------
NET DECREASE IN CASH                                          (2,084)      (6,113)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                25,851        8,426
----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                  $   23,767   $    2,313
==================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest paid                                           $      110   $      156
==================================================================================
  Income taxes paid                                       $        -   $        -
==================================================================================
</TABLE>

During  the  three  months  ended  March 31, 2004, property, plant and equipment
totaling  $340,000  was  acquired  under  a  non-cash  financing  arrangement.

During  the  three  months  ended  March 31, 2003, property, plant and equipment
totaling  $1,587,000  was  acquired  under  capital  lease  obligations.

                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                        5
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

1.   NATURE  OF  OPERATIONS

     Apollo  Gold  Corporation  ("Apollo"  or  the "Company") is engaged in gold
     mining  including extraction, processing and refining and the production of
     other  by-product  metals,  as  well  as  related  activities  including
     exploration  and  development. The Company currently owns and has rights to
     operate  the  Florida Canyon Mine, an open pit heap leach operation located
     in  the  State  of  Nevada;  the Montana Tunnels Mine, an open pit mine and
     mill,  producing  gold dor and lead-gold and zinc-gold concentrates located
     in  the  State  of Montana; and the Diamond Hill Mine, currently under care
     and  maintenance,  also  located  in  the  State  of  Montana.

     Apollo  has  two development properties, Black Fox, which is located in the
     Province  of  Ontario  near  the  Township of Mattheson, and Standard Mine,
     which  is located near the Florida Canyon Mine. Apollo has four exploration
     properties  located  near  the  Florida  Canyon  Mine.

2.   ACCOUNTING  POLICIES

     These  consolidated  interim  financial  statements  have  been prepared in
     accordance  with  Canadian  generally  accepted  accounting principles. The
     accounting  policies  followed  in preparing these financial statements are
     those  used  by  the Company as set out in the audited financial statements
     for  the  year  ended December 31, 2003, except as described in Notes 2 (a)
     and  2  (b).  Certain  information and note disclosure normally included in
     consolidated  financial  statements  prepared  in  accordance with Canadian
     generally  accepted  accounting principles have been omitted. These interim
     financial  statements  should  be  read together with the Company's audited
     financial  statements  for  the  year  ended  December  31,  2003.

     In the opinion of management, all adjustments considered necessary for fair
     presentation  have  been  included  in  these financial statements. Interim
     results  are  not  necessarily  indicative  of the results expected for the
     fiscal  year.

     Certain  of  the comparative figures have been reclassified to conform with
     the  current  period  presentation.

     (a)  Stock-based  compensation

          Effective  January  1,  2004,  the  Company  adopted  the  amended
          recommendations  of  the  CICA  Handbook  Section  3870,  Stock-based
          Compensation  and  Other  Stock-based  Payments.  Under  the  amended
          standards  of  this  Section, the fair value of all stock-based awards
          granted  are  estimated using the Black-Scholes model and are recorded
          in  operations  over  their  vesting  periods.  The  compensation cost
          related  to  stock  options  granted  to employees and directors after
          January  1,  2004  is  recorded  in  the  consolidated  statement  of
          operations.


                                        6
<PAGE>
APOLLO  GOLD  CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

2.   ACCOUNTING  POLICIES  (CONTINUED)

     (a)  Stock-based  compensation  (continued)

          Previously, the Company provided note disclosure of pro forma net loss
          as  if  the  fair  value  based  method had been used on stock options
          granted  to employees and directors after January 1, 2002. The amended
          recommendations have been applied using the retroactive method without
          restatement  and  had  the  effect  of  increasing  share  capital,
          contributed  surplus  and  opening  deficit  as  follows:

<TABLE>
<CAPTION>
                                           Increase as at
                                               January 1,
                                                     2004
                                         ----------------
<S>                                      <C>
          Share capital                  $           257
          Contributed surplus                      5,594
          Deficit                                 (5,851)
</TABLE>

     (b)  Hedging  relationships

          Effective  January  1,  2004,  the Company adopted the CICA Accounting
          Guideline  13,  Hedging Relationships ("AcG-13"). AcG-13 specifies the
          conditions  under  which  hedge accounting is appropriate and includes
          requirements  for the identification, documentation and designation of
          hedging  relationships,  sets  standards  for  determining  hedge
          effectiveness,  and  establishes  criteria  for  the discontinuance of
          hedge  accounting.  The  adoption  of  AcG-13  had  no  impact  on the
          Company's  results  of  operations  and  financial  position.


3.   INVENTORIES

     Inventories  consist  of:

<TABLE>
<CAPTION>
                                   MARCH 31,   December 31,
                                        2004           2003
                                  ----------  -------------
<S>                               <C>         <C>
     Concentrate inventory        $      124  $          98
     Dore inventory                       47             56
     Materials and supplies            2,877          2,685
-----------------------------------------------------------
                                  $    3,048  $       2,839
===========================================================
</TABLE>


                                        7
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

4.   PROPERTY,  PLANT  AND  EQUIPMENT

     The components of property, plant and equipment are as follows:

<TABLE>
<CAPTION>
                                                     MARCH 31,               December 31,
                                                       2004                      2003
                                          ---------------------------------  -------------
                                                    Accumulated   Net Book     Net Book
                                           Cost    Depreciation     Value        Value
                                          -------  -------------  ---------  -------------
<S>                                       <C>      <C>            <C>        <C>
     Mine assets
       Building, plant and equipment      $15,000  $       3,802  $  11,198  $      10,643
       Mining properties and
         development costs                 27,911          5,914     21,997         20,412
     -------------------------------------------------------------------------------------
                                           42,911          9,716     33,195         31,055
     Mineral rights                         7,467              -      7,467          7,464
     -------------------------------------------------------------------------------------
     Total property, plant and equipment  $50,378  $       9,716  $  40,662  $      38,519
     =====================================================================================
</TABLE>

5.   SHARE  CAPITAL

     (a)  Authorized

          Unlimited  number  of  common  shares  with  no  par  value.

     (b)  Issued  and  outstanding

<TABLE>
<CAPTION>
                                                                         Contributed
                                                  Shares      Amount       Surplus
                                                -----------  ---------  -------------
<S>                                             <C>          <C>        <C>
          Balance, December 31, 2003
            as previously reported              73,539,790   $120,624   $      7,172
          Cumulative effect of change in
            accounting policy (Note 2 (b))               -        257          5,594
          ---------------------------------------------------------------------------
          Adjusted balance, December 31, 2003   73,539,790    120,881         12,766
          Warrants exercised                     5,227,875      8,335              -
          Options exercised                        248,844        602           (403)
          Options exercised by agents               15,723         35             (8)
          Shares reacquired and cancelled          (20,500)       (48)             -
          Shares issued for 2003 share-based
            compensation                           265,000        376           (376)
          Stock-based compensation                       -          -             27
          ---------------------------------------------------------------------------
          Balance, March 31, 2004               79,276,732   $130,181   $     12,006
          ===========================================================================
</TABLE>


                                        8
<PAGE>
APOLLO  GOLD  CORPORATION
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
THREE  MONTH  PERIOD  ENDED  MARCH  31,  2004
(STATED  IN  UNITED  STATES  DOLLARS;  TABULAR  AMOUNTS  IN  THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

5.   SHARE  CAPITAL  (CONTINUED)

     (c)  Warrants

          As  at  March  31,  2004, 3,000,000 warrants with an exercise price of
          $2.10  and  an  expiry date of December 23, 2006 remained outstanding.

     (d)  Share  purchase  options

          (i)  A  summary of information concerning outstanding stock options at
               March  31,  2004  is  as  follows:

<TABLE>
<CAPTION>
                                                                       Performance-based
                                              Fixed Stock Options        Stock Options
                                            -----------------------  ----------------------
                                                           Weighted                Weighted
                                            Number of       Average  Number of      Average
                                               Common      Exercise     Common     Exercise
                                               Shares         Price     Shares        Price
                                            ----------  -----------  ----------  ----------
<S>                                         <C>         <C>          <C>         <C>
               Balances, December 31, 2003  1,887,300   $      2.20  2,500,154   $     0.80
                 Options granted              502,700          2.07          -            -
                 Options exercised                  -             -   (248,844)        0.80
                 Options cancelled            (34,000)         2.25   (190,602)        0.80
               ----------------------------------------------------------------------------
               Balances, March 31, 2004     2,356,000   $      2.17  2,060,708   $     0.80
               ============================================================================
</TABLE>


          (ii) The following table summarizes information concerning outstanding
               and  exercisable  fixed  stock  options  at  March  31,  2004:

<TABLE>
<CAPTION>
                        Options Outstanding                    Options Exercisable
          -----------------------------------------------  ----------------------------
                                             Weighted                      Weighted
                                              Average                       Average
            Number           Expiry       Exercise Price     Number     Exercise Price
          Outstanding         Date           per Share     Exercisable     per Share
          -----------  -----------------  ---------------  -----------  ---------------
<S>       <C>          <C>                <C>              <C>          <C>

            1,591,400  February 18, 2013  $          2.24      795,700  $          2.24
                2,600  March 28, 2013                2.34        1,300             2.34
               70,000  May 21, 2013                  2.27            -                -
              150,000  August 22, 2013               2.12            -                -

              100,000  November 13, 2013             1.67            -

              442,000  March 10, 2014                2.05            -                -
          -----------------------------------------------------------------------------
            2,356,000                     $          2.17      797,000  $          2.24
          =============================================================================
</TABLE>

          (iii) As  at  March  31,  2004,  the 2,060,708 performance-based stock
                options  were  fully  vested and have an expiry date of June 25,
                2007.


                                        9
<PAGE>
APOLLO  GOLD  CORPORATION
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
THREE  MONTH  PERIOD  ENDED  MARCH  31,  2004
(STATED  IN  UNITED  STATES  DOLLARS;  TABULAR  AMOUNTS  IN  THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

5.   SHARE  CAPITAL  (CONTINUED)

     (e)  Stock-based  compensation

          The  fair  value  of  each  option granted is estimated at the time of
          grant  using  the  Black-Scholes  option  pricing  model with weighted
          average  assumptions  for  grants  as  follows:

<TABLE>
<CAPTION>
                                     Three months ended March 31,
                                   --------------------------------
                                              2004             2003
                                   ---------------  ---------------
<S>                                <C>              <C>
          Risk free interest rate             2.8%             3.5%
          Dividend yield                        0%               0%
          Volatility                           54%              79%
          Expected life in years                5                5
</TABLE>

          As the Company has selected the retroactive without restatement method
          for  reporting  the  change  in  accounting  policy  related  to stock
          compensation  expense  (Note  2  (a)),  the  Company must disclose the
          impact  on  net loss and net loss per share as if the fair value based
          method  of accounting for stock-based compensation had been applied in
          2003.

<TABLE>
<CAPTION>
                                                 Three months
                                              ended March 31,
                                                         2003
                                            -----------------
<S>                                         <C>
          Net loss
            As reported                     $           (772)
            Pro forma stock option expense              (954)
          ---------------------------------------------------
                                            $         (1,726)
          ===================================================

          Basic and diluted loss per share
            As reported                     $          (0.02)
            Pro forma                       $          (0.04)
          ===================================================
</TABLE>

6.   INCOME  TAXES

     The Company did not record a recovery for income taxes for the period ended
     March  31,  2004  as  the  net  loss  carry  forwards are fully offset by a
     valuation  allowance.


                                       10
<PAGE>
APOLLO  GOLD  CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

7.   FINANCIAL  INSTRUMENTS  AND  RISK  MANAGEMENT

     Gold  hedges

     The  Company  entered  into  hedging  contracts  with  Standard Bank London
     Limited  for  gold  in the aggregate amount of 100,000 ounces involving the
     use of combinations of put and call options. As of March 31, 2004 there are
     52,000  ounces  remaining on these contracts. The contracts give the holder
     the  right to buy, and the Company the right to sell, stipulated amounts of
     gold  at  the  upper and lower exercise prices, respectively. The contracts
     continue  through April 25, 2005 with a put option strike price of $295 per
     ounce  and  a  call  option strike price of $345 per ounce. The Company has
     also  entered into certain spot deferred forward contracts for the delivery
     of  9,200  ounces  of  gold. Gains or losses on these spot deferred forward
     contracts are recognized as an adjustment of revenue in the period when the
     originally  designated  production  is sold. As at March 31, 2004, the fair
     value  of  the  contracts is a loss of approximately $5.2 million (December
     31,  2003  -  $5.9  million).

     The  contracts  mature  as  follows:

<TABLE>
<CAPTION>
                                    Ounces of
                                         Gold
                                    ---------
<S>                                 <C>
               2004                    45,200
               2005                    16,000
               ------------------------------
                                       61,200
               ==============================
</TABLE>

8.   COMMITMENTS  AND  CONTINGENCIES

     (a)  Environmental


          The Company's mining and exploration activities are subject to various
          federal,  provincial  and  state  laws  and  regulations governing the
          protection  of  the  environment.  These  laws  and  regulations  are
          continually  changing  and  generally  becoming  more restrictive. The
          Company conducts its operations so as to protect public health and the
          environment  and  believes its operations are materially in compliance
          with  all  applicable  laws and regulations. The Company has made, and
          expects  to  make in the future, expenditures to comply with such laws
          and  regulations.

     (b)  Litigation  and  claims

          The  Company  is  from  time to time involved in various claims, legal
          proceedings and complaints arising in the ordinary course of business.
          The  Company does not believe that adverse decisions in any pending or
          threatened  proceedings  related to any matter, or any amount which it
          may  be required to pay by reason thereof, will have a material effect
          on  the  financial  conditions  or future results of operations of the
          Company.


                                       11
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

8.   COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     (c)  Bank  indebtedness

          During  the year ended December 31, 2003 the Company entered into a $5
          million  Revolving Loan, Guaranty and Security Agreement with Standard
          Bank  London  Limited  ("Standard  Bank").  The  Company  must satisfy
          certain requirements in order for Standard Bank to advance the maximum
          amount  of  the  loan.  Until  the commitment under the line of credit
          expires  or  has  been  terminated,  the  Company  must  meet  certain
          covenants. As of March 31, 2004, the Company has no amount outstanding
          under  the  revolving  loan  and  is in compliance with the covenants.


9.   SEGMENTED  INFORMATION

     Apollo  operates the Montana Tunnels and Florida Canyon Mines in the United
     States and the Black Fox development project in Canada. As the products and
     services  of  the  Company's  largest segments, Montana Tunnels and Florida
     Canyon,  are  essentially  the  same,  the  reportable  segments  have been
     determined  at  the  level  where  decisions  are made on the allocation of
     resources  and  capital  and  where performance is measured. The accounting
     policies  for  these segments are the same as those followed by the Company
     as  a  whole.

     Amounts as at March 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                     Montana   Florida    Black   Corporate
                                     Tunnels    Canyon     Fox    and Other    Total
                                     --------  --------  -------  ----------  --------
<S>                                  <C>       <C>       <C>      <C>         <C>
Cash and cash equivalents            $    109  $     63  $    16  $   23,579  $ 23,767
Short-term investments                      -         -        -       7,912     7,912

Broken ore on leach pad - current           -    10,155        -           -    10,155

Other non-cash current assets           5,230     2,660      175         166     8,231
--------------------------------------------------------------------------------------
                                        5,339    12,878      191      31,657    50,065

Broken ore on leach pad - long-term         -     1,934        -           -     1,934

Property, plant and equipment          15,673    13,510   10,922         557    40,662
Deferred stripping costs               27,549         -        -           -    27,549
Restricted certificate of deposit       2,882     3,642      373          41     6,938
--------------------------------------------------------------------------------------
Total assets                         $ 51,443  $ 31,964  $11,486  $   32,255  $127,148
======================================================================================

Current liabilities                  $  5,858  $  5,892  $   795  $      464  $ 13,009
Notes payable                           1,007     1,796        -           -     2,803
Accrued site closure costs              9,189    12,710        -           -    21,899
--------------------------------------------------------------------------------------
Total liabilities                    $ 16,054  $ 20,398  $   795  $      464  $ 37,711
======================================================================================
</TABLE>


                                       12
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED INFORMATION (CONTINUED)

     Amounts as at December 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                          Montana   Florida   Black   Corporate
                                          Tunnels    Canyon    Fox    and Other    Total
                                          --------  --------  ------  ----------  --------
<S>                                       <C>       <C>       <C>     <C>         <C>
     Cash and cash equivalents            $    754  $     19  $   95  $   24,983  $ 25,851
     Short-term investments                      -         -       -       5,855     5,855
     Broken ore on leach pad - current           -     9,594       -           -     9,594
     Other non-cash current assets           5,345     2,263      71         359     8,038
     -------------------------------------------------------------------------------------
                                             6,099    11,876     166      31,197    49,338
     Broken ore on leach pad - long-term         -     1,827       -           -     1,827
     Property, plant and equipment          15,559    13,529   8,914         517    38,519
     Deferred stripping costs               24,033         -       -           -    24,033
     Restricted certificate of deposit       2,663     3,809     377          44     6,893
     -------------------------------------------------------------------------------------
     Total assets                         $ 48,354  $ 31,041  $9,457  $   31,758  $120,610
     =====================================================================================

     Current liabilities                  $  6,140  $  6,515  $  507  $      664  $ 13,826
     Notes payable                             980     2,295       -           -     3,275
     Accrued site closure costs              9,148    12,471       -           -    21,619
     -------------------------------------------------------------------------------------
     Total liabilities                    $ 16,268  $ 21,281  $  507  $      664  $ 38,720
     =====================================================================================
</TABLE>


                                       13
<PAGE>
APOLLO  GOLD  CORPORATION
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
THREE  MONTH  PERIOD  ENDED  MARCH  31,  2004
(STATED  IN  UNITED  STATES  DOLLARS;  TABULAR  AMOUNTS  IN  THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED  INFORMATION  (CONTINUED)

     Amounts  for  the  three  month  periods  ended  March  31,  2004 and 2003,
     respectively,  are  as  follows:

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED MARCH 31, 2004
                                       ---------------------------------------------------
                                        Montana    Florida   Black    Corporate
                                        Tunnels    Canyon     Fox     and Other    Total
                                       ---------  ---------  ------  -----------  --------
<S>                                    <C>        <C>        <C>     <C>          <C>
Revenue from sale of minerals          $ 11,624   $  8,455   $    -  $        -   $20,079
------------------------------------------------------------------------------------------
Direct operating costs                   10,200      6,951        -           -    17,151
Depreciation and amortization               576        717        -          27     1,320

General and administrative expenses           -          -        -       1,730     1,730

Share-based compensation                      -          -        -          27        27
Accretion expense                            41        304        -           -       345
Royalty expense                               -        210        -           -       210

Exploration and business development          -          -        -         139       139
------------------------------------------------------------------------------------------
                                         10,817      8,182        -       1,923    20,922
------------------------------------------------------------------------------------------
Operating income (loss)                     807        273        -      (1,923)     (843)
Interest income                               -          -        -         148       148
Interest expense                            (44)       (66)       -           -      (110)
Foreign exchange loss and other               -          -        -        (188)     (188)
------------------------------------------------------------------------------------------
Net income (loss)                      $    763   $    207   $    -  $   (1,963)  $  (993)
==========================================================================================

Investing activities
  Property, plant and equipment
    expenditures                       $    350   $    699   $2,007  $       67   $ 3,123
  Deferred stripping expenditures         3,515          -        -           -     3,515
</TABLE>


                                       14
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>
                                                   Three months ended March 31, 2003
                                         ----------------------------------------------------
                                          Montana    Florida    Black    Corporate
                                          Tunnels    Canyon      Fox     and Other    Total
                                         ---------  ---------  -------  -----------  --------
<S>                                      <C>        <C>        <C>      <C>          <C>
Revenue from sale of minerals            $      -   $  8,816   $    -   $        -   $ 8,816
---------------------------------------------------------------------------------------------

Direct operating costs                          -      5,642        -            -     5,642
Depreciation and amortization                   -      1,288        -           14     1,302
General and administrative expenses             -          -        -        1,272     1,272
Share-based compensation                        -          -        -          271       271
Accretion expense                              78        242        -            -       320
Royalty expense                                 -        219        -            -       219
Exploration and business development            -          -      767          183       950
---------------------------------------------------------------------------------------------

                                               78      7,391      767        1,740     9,976
---------------------------------------------------------------------------------------------
Operating (loss) income                       (78)     1,425     (767)      (1,740)   (1,160)
Interest income                                 -          -        -           43        43
Interest expense (income)                     (54)       (95)       -            -      (149)
Foreign exchange (loss) gain and other        (17)         -        1          510       494
---------------------------------------------------------------------------------------------
Net (loss) income                        $   (149)  $  1,330   $ (766)  $   (1,187)  $  (772)
=============================================================================================

Investing activities
  Property, plant and equipment
    expenditures                         $    278   $  2,487   $  140   $      116   $ 3,021
  Deferred stripping expenditures           3,511          -        -            -     3,511
</TABLE>


                                       15
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")

     The  Company  prepares  its consolidated financial statements in accordance
     with  accounting  principles  generally  accepted  in Canada. The following
     adjustments  and/or  additional  disclosures  would be required in order to
     present  the  financial  statements  in  accordance with U.S. GAAP and with
     practices  prescribed  by  the  United  States  Securities  and  Exchange
     Commission  for  the  three  month  periods  ended March 31, 2004 and 2003.

     Material  variances  between  financial statement items under Canadian GAAP
     and  the  amounts  determined  under  U.S.  GAAP  are  as  follows:

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004

                                           Property,     Deferred
                                           Plant and    Stripping    Accounts         Other      Share  Contributed
                                           Equipment        Costs     Payable   Liabilities    Capital       Surplus    Deficit
                                         -----------  -----------  ----------  ------------  ---------  ------------  ---------
<S>                                      <C>          <C>          <C>         <C>           <C>        <C>           <C>
     As at March 31, 2004
       Canadian GAAP                     $   40,662   $   27,549   $   5,420              -  $130,181   $     12,006  $(52,981)
     Convertible debenture (a)                    -            -           -              -         -         20,675   (20,675)
     Gold hedge loss (c)                          -            -        (220)         5,198         -              -    (4,978)
     Impairment of property, plant and
       equipment and capitalized
       deferred stripping costs and
       change in depreciation and
       amortization (d)                      (5,401)      (8,585)          -              -         -              -   (13,986)
     Flow-through common
       shares (e)                                 -            -           -              -      (238)             -       238
     Black Fox development
       costs (f)                             (5,638)           -           -              -         -              -    (5,638)
     --------------------------------------------------------------------------------------------------------------------------
     As at March 31, 2004
       U.S. GAAP                         $   29,623   $   18,964   $   5,200   $      5,198  $129,943   $     32,681  $(98,020)
     ==========================================================================================================================
</TABLE>


                                       16
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003

                                  Property,     Deferred
                                  Plant and    Stripping    Accounts         Other      Share   Contributed
                                  Equipment        Costs     Payable   Liabilities    Capital       Surplus    Deficit
                                -----------  -----------  ----------  ------------  ---------  ------------  ---------
<S>                             <C>          <C>          <C>         <C>           <C>        <C>           <C>
     As at December 31, 2003,
       Canadian GAAP            $   38,519   $   24,033   $   5,848   $          -  $120,624   $      7,172  $(46,137)
     Convertible debenture (a)           -            -           -              -         -         20,675   (20,675)
     Share-based
       compensation (b)                  -            -           -              -         -          4,343    (4,343)
     Gold hedge loss (c)                 -            -        (551)         5,911         -              -    (5,360)
     Impairment of property,
       plant and equipment,
       capitalized deferred
       stripping costs and
       change in depreciation
       and amortization (d)         (5,543)      (8,740)          -              -         -              -   (14,283)
     Flow-through common
       shares (e)                        -            -           -              -      (238)             -       238
     Black Fox development
       costs (f)                    (3,643)           -           -              -         -              -    (3,643)
     -----------------------------------------------------------------------------------------------------------------
     As at December 31, 2003,
       U.S. GAAP                $   29,333   $   15,293   $   5,297   $      5,911  $120,386   $     32,190  $(94,203)
     =================================================================================================================
</TABLE>


                                       17
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     Under  U.S.  GAAP, the net loss and net loss per share would be adjusted as
     follows:

<TABLE>
<CAPTION>
                                                                  2004     2003
                                                              --------  -------
<S>                                                           <C>       <C>
     Net loss for the three month period ended March 31,
       based on Canadian GAAP                                 $  (993)  $ (772)
     Cumulative effect of change in accounting policy (b)      (1,508)       -
     Share-based compensation (b)                                   -     (450)
     Gold hedge gain (c)                                          819    1,024
     Impairment of property, plant and equipment and
       change in depreciation (d)                                 142        -
     Impairment of capitalized deferred stripping costs and
       change in amortization (d)                                 155        -
     Black Fox development costs (e)                           (1,995)       -
     --------------------------------------------------------------------------
     Net loss for the period based on U.S. GAAP               $(3,380)  $ (198)
     ==========================================================================
     Other comprehensive loss
       Unrealized loss on cash flow hedges                    $  (437)  $    -
     ==========================================================================
     Comprehensive loss                                       $(3,817)  $ (198)
     ==========================================================================
     Net loss per share - U.S. GAAP basic and diluted         $ (0.05)  $(0.00)
     ==========================================================================
</TABLE>

     (a)  Convertible  debenture

          Under  Canadian  GAAP,  the  convertible  debenture was recorded as an
          equity  instrument  on  issuance  in  March  2002. Under U.S. GAAP, on
          issuance,  the  convertible  debenture  would  have been recorded as a
          liability  and  reclassified  to equity only upon conversion. Further,
          under  U.S. GAAP, the beneficial conversion feature represented by the
          excess  of  the  fair  value  of  the  shares and warrants issuable on
          conversion of the debenture, measured on the commitment date, over the
          amount  of  the  proceeds  to  be  allocated  to the common shares and
          warrants  upon  conversion, would be allocated to contributed surplus.
          This  results  in  a  discount  on the debenture that is recognized as
          additional  interest  expense  over  the term of the debenture and any
          unamortized  balance  is  expensed  immediately upon conversion of the
          debenture.  Accordingly,  for  U.S.  GAAP  purposes,  the  Company has
          recognized  a  beneficial  conversion  feature  and debenture issuance
          costs  of  $20,675,000  for the year ended December 31, 2002. Canadian
          GAAP  does  not  require  the recognition of any beneficial conversion
          feature.


                                       18
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (b)  Stock-based  compensation

          Under  Canadian  GAAP,  effective January 1, 2004, the Company adopted
          the  amended  recommendations  of  CICA  Handbook Section 3870 (Note 2
          (a)).  Under U.S. GAAP, effective January 1, 2004, the Company adopted
          the  modified  prospective  method  of  accounting  for  stock-based
          compensation  recommended  in  SFAS  148,  Accounting  for Stock-Based
          Compensation  -  Transition  and  Disclosure  ("SFAS  148").  Prior to
          January  1, 2004, the Company measured its employee stock-based awards
          using  the intrinsic value method prescribed by APB No. 25, Accounting
          for  Stock  Issued  to Employees. As required by SFAS 148, the Company
          must  disclose the impact on net income and basic and diluted loss per
          share  as  if  the  fair  value  based  method had been applied in the
          comparative  period.

<TABLE>
<CAPTION>
                                                               2004     2003
                                                           --------  -------
<S>                                                        <C>       <C>
          Net loss for the three month period ended
            March 31, as reported                          $(3,380)  $ (198)
          Stock option expense as reported                      27      450
          Pro forma stock option expense                       (27)    (954)
          ------------------------------------------------------------------
          Net loss - pro forma                             $(3,380)  $ (702)
          ==================================================================

          Net loss per share, basic - for the three month
            period ended March 31                          $ (0.05)  $(0.00)
          Stock option expense as reported                    0.00     0.01
          Pro forma stock option expense                     (0.00)   (0.02)
          ------------------------------------------------------------------
          Net loss per share, basic - pro forma            $ (0.05)  $(0.01)
          ==================================================================
</TABLE>

     (c)  Gold  hedge  gain  (loss)

          Under  U.S.  GAAP,  the  Company's  put  and call option contracts are
          designated  as  cash flow hedges. To the extent they provide effective
          offset,  changes  in  fair  value  arising  from  these  derivative
          instruments are deferred in other comprehensive loss and recognized in
          the  consolidated  statement of operations when the hedged transaction
          has  occurred.  The ineffective portion of the change in fair value of
          the contracts is recorded in the consolidated statement of operations.
          Prior  to  January  1,  2004,  the  Company  had  not designated these
          contracts as hedges and all changes in fair value during prior periods
          was  recorded  in  the  consolidated  statement  of  operations.

          Under  Canadian  GAAP,  gains  or  losses  on  spot  deferred  forward
          contracts  are  recognized  as  an adjustment of revenue in the period
          when  the  originally  designated production is sold. Under U.S. GAAP,
          SFAS  133 requires that for hedge accounting to be achieved, a company
          must  provide  detailed  documentation and must specifically designate
          the effectiveness of a hedge. Changes in fair value of these contracts
          are  recorded  in  the  consolidated  statement  of  operations.


                                       19
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (d)  Impairment  of  property, plant and equipment and capitalized deferred
          stripping  costs

          Under Canadian GAAP, write-downs for impairment of property, plant and
          equipment  and  capitalized  deferred  stripping  costs are determined
          using  current  proven  and  probable  reserves  and mineral resources
          expected  to  be  converted  into  mineral  reserves. Under U.S. GAAP,
          write-downs are determined using current proven and probable reserves.
          Accordingly,  for U.S. GAAP purposes, an impairment of property, plant
          and  equipment  and  capitalized  deferred  stripping  costs  and  an
          adjustment  to  the  related depreciation and amortization expense has
          been  recorded.

     (e)  Flow-through  common  shares

          Under Canadian income tax legislation, a company is permitted to issue
          shares whereby the company agrees to incur qualifying expenditures and
          renounce  the  related  income  tax  deductions  to the investors. The
          Company  has  accounted for the issue of flow-through shares using the
          deferral  method  in  accordance  with  Canadian  GAAP. At the time of
          issue,  the  funds  received  are  recorded as share capital. For U.S.
          GAAP,  the  premium  paid in excess of the market value of $238,000 is
          credited to other liabilities and included in income as the qualifying
          expenditures  are  made.

     (f)  Black  Fox  Project

          Under Canadian GAAP, mining development costs at the Black Fox Project
          have  been  capitalized.  Under  U.S.  GAAP,  these  expenditures  are
          expensed as incurred. Accordingly, for U.S. GAAP purposes, a reduction
          in property, plant and equipment of $5,638,000 has been recorded as at
          March  31,  2004.

     (g)  Statement  of  cash  flows

          Under  Canadian  GAAP,  expenditures  incurred  for deferred stripping
          costs  are  included  in  cash  flows from investing activities in the
          consolidated  statement  of  cash  flows.  Under  U.S.  GAAP,  these
          expenditures  are  included  in  cash flows from operating activities.
          Accordingly, under U.S. GAAP, the consolidated statement of cash flows
          for  the  three  month  periods  ended  March  31, 2004 and 2003 would
          reflect  a  reduction  in  cash  utilized  in  investing activities of
          $3,515,000  and $3,511,000, respectively, and a corresponding increase
          in  cash  utilized  in  operating  activities.


                                       20
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (h)  Comprehensive  income

          Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,
          Reporting  Comprehensive Income ("SFAS 130") establishes standards for
          the  reporting  and display of comprehensive income and its components
          in  a  full  set  of  general  purpose  financial statements. SFAS 130
          requires  that  all  items  that  are  required to be recognized under
          accounting standards as components of comprehensive income be reported
          in  a  financial  statement.  For  the Company, the only components of
          comprehensive  loss  are the net loss for the period and the change in
          fair  value  of the effective portion of the cash flow hedges (Note 10
          (c)).

     (i)  Recently  issued  accounting  pronouncements

          In  March  2004,  the  Emerging  Issues  Task  Force issued EITF 04-2,
          Whether  Mineral  Rights  are  Tangible  or  Intangible  Assets ("EITF
          04-2").  The  Task  Force  reached a consensus that mineral rights are
          tangible  assets.  In  April 2004, the FASB issued proposed FASB Staff
          Positions  ("FSPs")  FAS  141-1  and  FAS  142-1,  Interaction of FASB
          Statements  No.  141, Business Combinations ("SFAS 141"), and No. 142,
          Goodwill  and Other Intangible Assets ("SFAS 142"), and EITF Issue No.
          04-2,  Whether  Mineral  Rights are Tangible or Intangible Assets. The
          proposed FSPs amend SFAS 141 and 142 to conform them to the Task Force
          consensus.  The  FSPs  are  effective  for  the first reporting period
          beginning  after  April 29, 2004. The Company does not anticipate that
          the  adoption  of  EITF  04-2  and  FSPs  141-1  and 142-1 will have a
          material  effect  on  the  Company's  results of operations, financial
          position  or  disclosures.

          In  March  2004,  the EITF issued EITF 04-3, Mining Assets: Impairment
          and  Business  Combinations.  EITF  04-3  requires mining companies to
          consider  cash  flows  related  to the economic value of mining assets
          (including  mineral properties and rights) beyond those assets' proven
          and  probable  reserves,  as  well  as  anticipated  market  price
          fluctuations,  when  assigning  value  in  a  business  combination in
          accordance  with  SFAS  141  and  when  testing  the mining assets for
          impairment in accordance with SFAS 144. The consensus is effective for
          fiscal  periods  beginning  after  March  31,  2004.


11.  SUBSEQUENT  EVENT

     Subsequent  to  March  31,  2004, the Company entered into an earn-in joint
     venture agreement to explore the Huizopa Gold project located in the Sierra
     Madre  Gold  Belt  in  the  State of Chihuahua, Mexico. The Company has the
     option  to earn a 51% interest through the issuance of 48,978 shares of the
     Company,  incurring approximately $3 million in an exploration and drilling
     program  and  $2.2  million  in land payments over the next four years. The
     Company may increase its share to 71% in the project through the completion
     of  a  feasibility  study  and  the  commencement of commercial production.


                                       21
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     The  following presents a discussion of the financial condition and results
of operations of the Company for the three months ended March 31, 2004 and 2003.


BACKGROUND AND RECENT DEVELOPMENTS

     We  are  principally  engaged in the exploration, development and mining of
gold.  We  have  focused  our  efforts  to date on two principal properties: our
Montana  Tunnels Mine, owned by one of our subsidiaries, Montana Tunnels Mining,
Inc.  and  our  Florida  Canyon  Mine, owned by another one of our subsidiaries,
Florida  Canyon  Mining,  Inc. Our mine development activities involve our Black
Fox  property,  located in Ontario, Canada and our Standard Mine property, owned
by  one  of  our subsidiaries, Standard Mining Inc. During 2003, Standard Mining
Inc.  acquired  and  incorporated  into  its  Standard  Mine property additional
adjacent  land  positions  in Buffalo Canyon. Our exploration activities involve
our  Pirate  Gold,  Nugget  Field  and  Diamond  Hill  properties along with our
recently  acquired  claims  staked  and land acquired by Apollo Gold Exploration
Inc.  at  the  Willow  Creek  property  (which is located in the vicinity of the
Florida  Canyon  operation).

     We  own  and  operate  the Florida Canyon Mine, a low grade heap leach gold
mine  located  approximately  42  miles  southwest  of  Winnemucca,  Nevada.  On
average,  the  Florida  Canyon Mine has produced approximately 125,000 ounces of
gold  and  approximately  80,000  ounces  of  silver  annually  since  1985.

     We  also own and operate the Montana Tunnels Mine, an open pit located near
Helena, Montana.  When in full production, over the last five years, the Montana
Tunnels  Mine  has  historically  produced  approximately 78,000 ounces of gold,
26,000 tons of zinc, 8,700 tons of lead and 1,200,000 ounces of silver annually.
The  Montana Tunnels Mine was idle for approximately three months in 2003, while
we  made  preparations  to begin the removal of waste rock at the Mine.  Limited
production  resumed in April 2003.  In October of 2003, a second waste stripping
project  ("Phase II") known as the L-Pit project was initiated, and we intend to
pre-strip  approximately  17  million tons of waste from the south and west high
walls  of  the  open pit after which the L-Pit should add an additional three to
four  years  to  the  mine  life.

     We  have  two  development stage properties, the Black Fox Property ("Black
Fox"),  located  near Timmins, Ontario, and the Standard Mine Project (including
the new Buffalo Canyon component), owned by our wholly-owned subsidiary Standard
Gold  Mining  Inc.,  located  in Nevada.  We also own several exploration assets
including  the  Willow  Creek  claim  block, the Pirate Gold Project, and Nugget
Fields,  each located in Nevada and owned by our wholly-owned subsidiary, Apollo
Gold  Exploration,  Inc.,  a  Delaware  corporation.

     In  2003,  we focused our exploration efforts on our Black Fox and Standard
Mine  properties.  The  Black  Fox Property is located east of Timmins, Ontario,
and  was  acquired  in  September  2002.  We  currently  anticipate  that  the
development  and  commercialization of our Black Fox Property will require three
phases.  The  first  phase  commenced  in  early  2003,  and involved a drilling
program  to test the open pit potential and core drilling of 297 core holes from
100  to  500  meters  in  depth.  As  a  result  of  the  core drilling, we have
identified  proven  and  probable  reserves  at  the  Black  Fox  Property.


                                       22
<PAGE>
     Upon  completion of the first phase, we began the second phase of our Black
Fox Project development in February 2004.  The second phase will provide for the
development  of  underground  access  for  further exploratory drilling.  We are
developing  an  underground  ramp from the existing structures.  We also plan to
begin  the  permitting process for the third phase of the Black Fox project, and
anticipate  that  this  process will require approximately two years, based on a
plan  for  combined  open pit and underground mining, with on-site milling, at a
capacity  of  1500  metric tonnes of ore per day.  The third phase would include
construction  of  the  mine  and  processing  facilities.

     We  have  continued drilling at the Standard Mine and drilled approximately
80  holes  in 2003.  The Buffalo Canyon portion of our Standard Mine property is
located  immediately  south  of and contiguous to the pre-existing Standard Mine
property.  We acquired Buffalo Canyon in 2003 and completed our Phase I drilling
in  December  2003.  We  believe that the northern portion of Buffalo Canyon has
the  highest  potential  for  commercialization,  and  plan to conduct follow-up
drilling in 2004.  Because of our 2003 drilling program at the Standard Mine, we
were  able  to  add  to  the  proven  and  probable  reserves  at  the property.
Construction  of the facilities is scheduled to begin in the second half of 2004
with  an  expected  total  cost  of  $7.5  million.

     The  table  below  summarizes  our  production  for  gold, silver and other
metals,  as  well  as  average  metals  prices,  for  each  period  indicated:

<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
PRODUCTION & METALS PRICE AVERAGES

                             2003         2002         2001         2000
                          -----------  -----------  -----------  -----------
<S>                       <C>          <C>          <C>          <C>
Gold (Ounces)                 145,935      148,173      192,887      259,863
Silver (Ounces)               471,241      275,925      963,050    1,257,972
Lead (Pounds)              10,843,184    5,481,230   13,759,579   12,141,771
Zinc (Pounds)              21,792,452   15,328,392   40,158,321   31,689,125

AVERAGE METAL PRICES:
Gold - London Bullion     $       364  $       310  $       271  $       279
Mkt. ($/ounce)
Silver - London Bullion   $      4.88  $      4.59  $      4.37  $      5.00
Mkt. ($/ounce)
Lead - LME ($/pound)      $      0.23  $      0.20  $      0.22  $      0.21
Zinc - LME ($/pound)      $      0.38  $      0.35  $      0.40  $      0.51
</TABLE>

Note: Includes the operations of Nevoro Gold Corporation and its wholly-owned
subsidiary Apollo Gold Inc., prior to June 25, 2002


                                       23
<PAGE>
APOLLO  GOLD  CORPORATION

RESULTS  OF  OPERATIONS
-----------------------

THREE  MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

     Our  revenues  for the three months ended March 31, 2004 were approximately
$20.1  million  derived  primarily  from the sale of 33,170 ounces of gold. This
compares to approximately $8.8 million derived primarily from the sale of 25,057
ounces of gold for the same period in 2003.  The average price received for gold
for  the  first  three  months  of  2004  and  2003 was $383 and $349 per ounce,
respectively.  Our revenues for silver, zinc and lead for the three months ended
March 31, 2004 were $7.4 million compared to $0.1 million during the same period
2003.  The  growth  in revenue in 2004 was due to an increase in mining activity
in that year.  During the three months ended March 31, 2003, the Montana Tunnels
Mine  was  in  the  development  stage  whereby  all revenues and production was
accounted  for  as  an  offset to the deferred mining costs, therefore, the only
revenues  for  this  period  came  from  the  Florida  Canyon  Mine.

     Sales  of  minerals from our Florida Canyon Mine accounted for 42.1% of our
revenues  for the three months ended March 31, 2004, with the remaining 57.9% of
revenues  derived  from sales of minerals from our Montana Tunnels Mine.  In the
three  months ended March 31, 2004, we received approximately 63% of our revenue
from  sales  of gold and 37% from sales of silver, zinc and lead compared to 99%
from  the  sales  of gold and 1% from the sales of silver, zinc and lead for the
same  period  in  2003.

     We  sold  33,170  ounces  of gold in the first quarter 2004 at a total cash
cost  of  $302 per ounce, compared to 25,057 ounces at a total cash cost of $231
in  the first quarter 2003.  The increase is primarily attributable to increased
production  at  Montana  Tunnels,  which  commenced  production  in  April 2003.

Montana  Tunnels
----------------

     During the first quarter of 2004, 7.4 million tons of waste were removed at
Montana  Tunnels.  This  is in addition to the 6.5 million tons of waste removed
in  the fourth quarter of 2003, bringing the Phase II total to 13.9 million tons
removed.  Revenues at Montana Tunnels are slightly behind our projections as the
gold  ore  grades  are  slightly  less than planned.  In addition the coarse ore
handling  system  continues  to  plug up leading to lower mill throughputs. Mill
throughput  should  improve as modifications are completed in the second quarter
to  the  crushing  circuit.

Following are the key statistics for the Montana Tunnels operation for the first
quarter of 2004.  There are no comparatives for the first quarter of 2003 as the
mine  commenced  production  in  April  of  2003.

<TABLE>
<CAPTION>
                                            2004
                                           FIRST
                                          QUARTER
                                      --------------
<S>                                   <C>
Tons Mined                                 8,932,282
Tons Milled                                1,108,589

Production:
Gold Ounces                                   10,783
Silver Ounces                                118,758
Lead Pounds                                3,143,393
Zinc Pounds                                9,040,272

Total cash costs                      $          278
Total production costs                $          332



                                       24
<PAGE>
                                            2004
                                           FIRST
                                          QUARTER
                                      --------------

Total Revenue ($millions)             $         11.6
Capital Expenditures     ($millions)  $          3.8
</TABLE>

Florida  Canyon
---------------

     At  Florida  Canyon, we produced 22,387 ounces of gold at a total cash cost
of  $314  per  ounce  for  the  three months ended March 31, 2004 as compared to
25,057 ounces of gold at a total cash cost of $231 per ounce for the same period
in  2003.  This  lower production and higher total cash cost was a direct result
of  lower  ore  grades  and  longer  recovery  time.

Following  are  key operating statistics at Florida Canyon for the first quarter
of  2004  compared  to  2003:

<TABLE>
<CAPTION>
                              2004        2003
                             FIRST       FIRST
                            QUARTER     QUARTER
                           ----------  ----------
<S>                        <C>         <C>
Tons Mined                  6,389,682   5,289,332

Gold Production                22,387      25,057
Silver Production              22,756      13,763

Total cash costs           $      314  $      231
Total production costs     $      346  $      313

Total Revenue ($millions)  $      8.5  $      8.8

Capital Expenditures:
   Florida Canyon          $      0.2  $      1.8
   Standard Mine           $      0.6  $      0.7
</TABLE>

     We  anticipate  commencing  construction at the Standard Mine in the second
quarter  2004.  We  will  operate this mine as a satellite of the Florida Canyon
Mine.  We  currently  project  production  rates of 100,000 to 130,000 ounces of
gold  on  an  annual  basis  for  the  combined  operation.

     Based  on  gold  reserves,  priced at approximately US$350.00 per ounce, we
expect  the Montana Tunnels Mine, the Florida Canyon Mine and the Standard Mine,
collectively,  to  produce  approximately 170,000 ounces of gold at a total cash
cost  of  approximately  $260  per  ounce  in  2004.

     Our  direct  operating  costs  equaled approximately $17.2 million and $5.6
million for the three months ended March 31, 2004 and 2003, respectively.  These
amounts  include  mining and processing costs.  The lower direct operating costs
in  2003  reflect the operating costs at the Florida Canyon Mine only as Montana
Tunnels  was  in  development.  We  incurred  depreciation  and  amortization
expenses  of approximately  $1.3 million  for  the  three months ended March 31,
2004  as  compared  to  $1.3  million  for  the  same  period  2003.

     We  incurred  approximately  $1.7  million  and  $1.3 million for the three
months  ended  March  31,  2004  and  2003,  respectively,  in  general  and
administrative  expenses.  As  of  January 2004 the Company has adopted the fair
value method of accounting for stock options as set out in CICA Handbook section
3870,  Stock-Based Compensation and Other Stock-Based Payments.  As a result, we
incurred  share-based  compensation  of


                                       25
<PAGE>
approximately  $0.03 million in 2004 compared to $0.3 million in the same period
of  2003.  We  also show the cumulative effect of the change for the share based
compensation  in  2003  of approximately $5.9 million. This cumulative effect of
the  change  in  share-based  compensation  includes  the original stock options
issued  upon  the amalgamation of the Company with International Pursuit in 2002
as  well  as  our  employee  stock  option  incentive  plan.

     Our  expenses  for  exploration and development, consisting of drilling and
related  expenses  at  our  exploration  properties, totaled approximately  $0.1
million  and  $1.0  million  for the three months ended March 31, 2004 and 2003,
respectively.  The  reduction  in  expenditures  is  due to 2003 expenses on the
Black  Fox  Project  being  expensed,  whereas  currently  these  projects  are
classified  as development projects and therefore their expenses are capitalized
for  accounting  purposes.

     As  a  result  of  these expense components, our operating expenses totaled
approximately  $20.9  million for the three months ended March 2004, as compared
to  approximately  $10.0  million for the same period in 2003. The difference is
attributable to the addition of Montana Tunnels operating expenses for the first
quarter  of  2004  following  its  development  in  2003.

     We  realized  interest  income  of  approximately $148,000 during the three
months  ended  March  31,  2004.  We  incurred interest expense of approximately
$110,000 in the same period, primarily for equipment leases. We realized $43,000
in  interest  income but incurred net interest expense of approximately $149,000
during  the  comparable  period in 2003.  The interest income increase is due to
the  investment  of  the  equity  funds  that  were  raised in the fall of 2003.
Interest  expense  is  going down due to the equipment lease accounts being paid
down.

     We recognized foreign exchange losses of approximately $188,000 and foreign
exchange gains of approximately $494,000 during the three months ended March 31,
2004  and  2003,  respectively, from cash balances held in Canadian dollars.  We
utilize  United  States  dollars  as  our  functional  and  reporting  currency.

     Based on these factors, we incurred a loss of approximately $1.0 million or
$0.01 per share for the three months ended March 31, 2004, as compared to a loss
of  approximately  $0.8  million  or $0.02 per share, for the three months ended
March  31,  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     At  March  31,  2004 and December 31, 2003 we had cash and cash equivalents
(including  short-term  investments)  of  approximately  $31.7  million.

     Operating  activities  used  $0.8  million  of cash during the three months
ended  March  31,  2004.  Net  cash used by operating activities was impacted by
higher  operating  and  administrative  charges during the first quarter of 2004
when  compared  to  2003.  These charges included higher fixed costs at the mine
sites  as  well as salaries, legal and accounting costs at the corporate office.

     Investing  activities  used  $8.7  million  of cash during the three months
ended  March  31,  2004.  The significant increase in the amount of cash used in
investing  activities was primarily due to increased spending on property, plant
and  equipment  relating  to  the development at the Standard Mine and Black Fox
Project.  The  Company  also  increased  its  short  term investments during the
quarter by $2.1 million.  These short term investments are cash equivalents that
are  invested  in  terms  longer  than  90  days.

     Financing activities for the three months ending on March 31, 2004 included
the  exercise  of  warrants and options in the amount of $8.5 million.  On March
21,  2004,  the  original  Apollo Gold Corporation warrants expired.  During the
first  quarter  of  2004,  5.3 million of these warrants were exercised, leaving
140,625  unexercised  and  expired.

     We  believe our cash requirements for the development of the Black Fox Mine
and  the  Standard  Mine


                                       26
<PAGE>
will  total approximately $70.0 million over the next three years.  We expect to
spend  $10.8  million on Black Fox development and $7.5 million on Standard Mine
construction  in 2004.  Assuming a successful feasibility study at Black Fox, we
expect  to  spend  approximately  $52  million  on  Black  Fox  construction and
development  during  2005  and  2006.  We expect these expenditures to be funded
through  a  combination of cash on hand ($31.7 million at March 31), future cash
flows  from  operations, and external financing which may include bank loans and
future  debt  or  equity  security  issuances.  Our  ability to raise capital is
highly  dependent  upon  the  commercial  viability  of  our  projects  and  the
associated  prices  of  the  metals  we  produce.  Because  of  the  impact that
significant  changes  in  the  prices of silver, gold, lead and zinc have on our
financial  condition,  declines in these metals prices may negatively impact our
ability  to  raise  additional  funding  for  long-term  projects.

     During  the  year  ended  December  31,  2003 the Company entered into a $5
million  Revolving  Loan,  Guaranty  and  Security  Agreement with Standard Bank
London  Limited.  The  Company  must  satisfy  certain requirements in order for
Standard  Bank  to advance the maximum amount of the loan.  Until the commitment
under  the  line of credit expires or has been terminated, the Company must meet
certain  covenants.  As  of March 31, 2004, $2.8 million was available under the
loan  agreement,  and  the Company has no amount outstanding under the revolving
loan  and  is  in  compliance  with  the  covenants.

DIFFERENCES  BETWEEN  CANADIAN  AND  US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
--------------------------------------------------------------------------------
(GAAP)
------

     The Company reports under Canadian Generally Accepted Accounting Principles
and  reconciles to US Generally Accepted Accounting Principles.  The application
of US GAAP has a significant effect on the net loss and net loss per share.  For
a  detailed  explanation  see  Note  10  of  our  interim  financial statements.

CRITICAL  ACCOUNTING  ESTIMATES  AND  POLICIES
----------------------------------------------

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principals  requires  management  to  make  a  variety  of
estimates  and  assumptions  that  effect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities as of the date
of  the  financial  statements  as  well as the reported amounts of revenues and
expenses  during  the  reporting  periods  covered  by the financial statements.

     Our  significant  accounting  policies  are  disclosed  in  Note  2  to the
Consolidated  Financial  Statements included in our Form 10-K for the year ended
December  31,  2003.

     Except  as  described in Note 2 of our interim financial statements for the
three  months  ended  March 31, 2004 our accounting policies did not differ from
the policies used in the preparation of the financial statements at December 31,
2003.

CONTRACTUAL  OBLIGATIONS
------------------------

     The Company has several outstanding equipment leases and financings.  As of
March  31, 2004, there are no material changes from the information presented in
the  Company's  Annual  Report.

ENVIRONMENTAL
-------------

     As of March 31, 2004, we have accrued $21.9 million related to reclamation,
severance  and other closure requirements, an increase from December 31, 2003 of
$0.3  million.  This  liability  is  covered  by  a combination of surety bonds,
totaling  $32.0  million,  and  cash  bonds  totaling  $6.8 million, for a total
reclamation  surety,  at  March 31, 2004 of $38.8 million.  We have accrued what
management  believes  is the present value of our best estimate of the liability
as  of March 31, 2004; however, it is possible that our obligation may change in
the  near  or long term depending on a number of factors, including finalization
of  settlement  terms,  ruling  from  the  courts  and  other  factors.


                                       27
<PAGE>
SUBSEQUENT  EVENTS
------------------

     Subsequent  to  March  31,  2004  the Company entered into an earn-in joint
venture  agreement  to  explore  the  Huizopa Gold project located in the Sierra
Madre  Gold  Belt in the State of Chihuahua, Mexico.  The Company has the option
to  earn  a  51%  interest through the issuance of 48,978 shares of the Company,
incurring  approximately  $3  million in an exploration and drilling program and
$2.2  million  in  land  payments  over  the  next  four years.  The Company may
increase  its  share  to  71%  in  the  project  through  the  completion  off a
feasibility  study  and  the  commencement  of  commercial  production.

ITEM  3:  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     In  the past, we have not used hedging techniques to reduce our exposure to
price  volatility;  however,  we  have  entered  into hedging contracts with the
Standard  Bank London Limited ("Standard Bank") for gold in the aggregate amount
of  100,000  ounces  involving  the  use  of  put  and  call options and forward
contracts.  The  hedging  contracts  were  a  requirement of our working capital
commitment  facility.  Beginning  in  April  2003,  we  are obligated to deliver
4,000 ounces of gold per month,  for  25 months, under the following conditions:
We  purchased  put  options to cover the floor price of gold at US$295 per ounce
whereby  if  the  price  of  gold  decreases  to a level below US$295 per ounce,
Standard  Bank  is  obligated  to  purchase  the  4,000  ounces  for  US$295 per
ounce.  We  also  sold  call options to Standard  Bank whereby if  the  price of
gold  increases  to  over US$345 per ounce, then  we must  sell  4,000 ounces to
Standard  Bank,  thereby  leaving  any  excess  of  the  US$345  ceiling  for
Standard Bank. We have the ability to roll forward the call options into forward
sales  contracts.   At  March,  2004,  we  have  put and call options for 52,000
ounces  of  gold  and  forward  sales  contracts  for  9,200  ounces  of  gold.

     Our  senior  management, with approval of our board of directors, makes all
decisions  regarding  our  hedging  techniques,  and we have no formal corporate
policy  concerning  such  techniques.  We  have  no current plans to use hedging
techniques  in  the  future.

     The  following  table  sets  forth  the average daily closing prices of the
following  metals  for  1980,  1985,  1990,  1995, 1998 and each year thereafter
through  December  31,  2003.

<TABLE>
<CAPTION>
                1980       1985       1990       1995       1998       1999       2000       2001       2002       2003
              ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------
<S>           <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Gold (1)      US$612.56  US$317.26  US$383.46  US$384.16  US$294.16  US$278.77  US$279.03  US$271.00  US$309.73  US363.58
(per ounces)

Silver (2)    US$20.63   US$6.14    US$4.82    US$5.19    US$5.53    US$5.25    US$5.00    US$4.39    US$4.60    US$4.88
(per ounces)

Lead (3)      US$0.41    US$0.18    US$0.37    US$0.29    US$0.24    US$0.23    US$0.21    US$0.22    US$0.21    US$0.26
(per lb.)

Zinc (4)      US$0.34    US$0.36    US$0.69    US$0.47    US$0.46    US$0.49    US$0.51    US$0.40    US$0.37    US$0.42
(per lb.)

<FN>
--------------------------
(1)  London  Final
(2)  Handy  &  Harman
(3)  London  Metals  Exchange  --  Cash
(4)  London  Metals  Exchange  --  Special  High  Grade  -  Cash
</TABLE>

MARKET  PRICE  OF  GOLD
-----------------------

     The  Company's earnings and cash flow are significantly impacted by changes
in  the  market price of gold. Gold prices can fluctuate widely and are affected
by numerous factors, such as demand, production levels, and economic policies of
central banks, producer hedging, and the strength of the U.S. dollar relative to
other  currencies.  During  the  five  year  period ended December 31, 2003, the
average  annual  market price has fluctuated between $271 per ounce and $364 per
ounce.  During  the  first quarter of 2004, the spot price for gold improved and
experienced  highs  in  excess  of  US$420.

     There  is  certain  market  risks  associated  with  the  hedging contracts
utilized  by  the  Company.  If the Company's counterparties fail to honor their
contractual  obligation  to  purchase  gold  at  agreed-upon  prices,  the


                                       28
<PAGE>
Company  may  be exposed to market price risk by having to sell gold in the open
market  at  prevailing  prices.  Similarly,  if  the  Company  fails  to produce
sufficient quantities of gold to meet its forward commitments, the Company would
have to purchase the shortfall in the open market at prevailing prices. At March
31,  2004, the fair value of the contracts is a loss of $5,198,000 (December 31,
2003  -  $5,911,000).

FOREIGN  CURRENCY
-----------------

     While  the Company does currently conduct exploration activities in Canada,
the  price  of  gold  is  denominated  in  U.S.  dollars, and the Company's gold
production  operations  are  in  the  United States.  Therefore, the Company has
minimal,  if  any  foreign  currency  exposure.

ITEM  4:  CONTROLS  AND  PROCEDURES

     We  carried  out  an  evaluation,  under  the  supervision  and  with  the
participation  of  our  principal  executive  officer  and  principal  financial
officer,  of  the  effectiveness  of  the design and operation of our disclosure
controls  and  procedures.  Based  on  this  evaluation, our principal executive
officer  and  principal financial officer concluded that our disclosure controls
and procedures are as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e) as
of  the  end  of the period covered by this report.  It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the  likelihood of certain events, and there can be no assurance that any design
will  succeed  in  achieving  its  stated  goals  under  all  future conditions,
regardless  of  how  remote. In addition, we reviewed our internal controls, and
there  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their  last  evaluation.


                                       29
<PAGE>
PART  II  --  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     None


ITEM  2.  CHANGES  IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES

SALES  OF  UNREGISTERED  SECURITIES

     On  various  dates  during  the  quarter  ended March 31, 2004, the Company
issued  5,227,875  common  shares  upon  the exercise of warrants at an exercise
price  of  $1.60  per common share.  The warrants exercised expired on March 26,
2004  and  were  originally issued by the Company to 35 purchasers in the United
States  and  Canada  in connection with the 2002 plan of arrangement pursuant to
which  the  Company  was formed.  The common shares were issued in reliance upon
the  exemption from the registration requirements of the Securities Act provided
by  Section  4(2)  of  the Securities Act and Regulation S promulgated under the
Securities  Act.

      On  various  dates  during  the  quarter ended March 31, 2004, the Company
issued  to  11  individuals,  248,844 common shares upon the exercise of options
granted under the  Company's Stock Option Incentive Plan at an exercise price of
$0.80  per  common  share.  The  common  shares were issued in reliance upon the
exemption  from  the registration requirements of the Securities Act provided by
Section  4(2)  of  the  Securities  Act.

     During  the  quarter ended March 31, 2004, the Company issued 15,723 common
shares  upon  the exercise of warrants granted to Canaccord Capital for services
rendered  relating  to  the  Company's private placement in September 2003 at an
exercise  price  of Cdn$2.25 per common share.  The common shares were issued in
reliance  upon  the  exemption  from  the  registration  requirements  of  the
Securities Act provided by Regulation S promulgated under the Securities Act.

     The Company intends to used the total net proceeds of $8.5 million from the
above-described issuances of securities for advanced exploration and feasibility
work on the Black Fox project, to advance our other mineral properties including
the  Montana Tunnels Mine and the Florida Canyon Mine, and for general corporate
purposes.

<TABLE>
<CAPTION>
ISSUER  PURCHASES  OF  EQUITY  SECURITIES

                                                                                                             MAXIMUM
                                                                                                            NUMBER OF
                                                                                                           SHARES THAT
                                                                                       TOTAL NUMBER OF      MAY YET BE
                                                                        AVERAGE        SHARES PURCHASED     PURCHASED
                                                  TOTAL NUMBER OF      PRICE PAID     AS PART OF PUBLICLY   UNDER THE
                                                 SHARES PURCHASED      PER SHARE       ANNOUNCED PLAN(1)     PLAN(1)
<S>                                              <C>                <C>               <C>                   <C>
January 1 - 31, 2004                                            -                  -                     -           -
February 1 - 29, 2004                                           -                  -                     -           -
March 1 - 31, 2004                                       20,500(1)          Cdn$3.00                     0           0
                                                  ----------------                    --------------------
Total                                                      20,500                                        0           0
<FN>

(1) Represents common shares purchased by the Company in a privately negotiated transaction related to the acquisition
of  property.
</TABLE>


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None

ITEM  5.  OTHER  INFORMATION

     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibit  No.                          Title  of  Exhibit
------------                          ------------------

(a)  Exhibits:

31.1 - Certification of Chief Executive Officer pursuant to Section 302 of the
       Sarbanes-Oxley Act
31.2 - Certification of Chief Financial Officer pursuant to Section 302 of the
       Sarbanes-Oxley Act
32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the
       Sarbanes-Oxley Act
32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the
       Sarbanes-Oxley Act

(b)  Reports  filed  on  Form  8-K  during  the  quarter  ended  March 31, 2004:

     None


                                       30
<PAGE>
                                   SIGNATURES

In  accordance with the requirements of the Securities Exchange Act of 1934, the
registrant  caused  this  report  to  be signed on its behalf by the undersigned
thereunto  duly  authorized.


APOLLO  GOLD  CORPORATION

Date:  May  14,  2004     /s/  R.  David  Russell
                          -----------------------------------
                          R.  David  Russell,  President  and
                          Chief  Executive  Officer

Date:  May  14,  2004     /s/  R.  Llee  Chapman
                          -----------------------------------
                          R.  Llee  Chapman,
                          Chief  Financial  Officer


                                       31
<PAGE>