---

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, JOHN CHARLES ROSS, certify that:

|1. | I have reviewed this annual report on Form 10-K for the
      year ended December 31, 2010 of Xtra-Gold Resources Corp.                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                
|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report.                    
|   |                                                                                                                                                                                                                                                                                                                                                                
|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report.                                                
|   |                                                                                                                                                                                                                                                                                                                                                                
|4. | The registrants other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | (a)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | (b)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | (c)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | (d)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                
|5. | The registrants other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the registrants auditors and the audit committee
      of the registrants board of directors (or persons performing the
      equivalent functions):                                     
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | (a)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | (b)                                                                                                                                                                                                                                                                                                                                                            

|Date: | March 30, 2011 | s/s John Charles Ross        
|----- | -------------- | -----------------------------
|      |                |                              
|      |                | John Charles Ross            
|      |                | Chief Financial Officer      
|      |                | (principal financial officer)

---