ROYAL GOLD, INC.

NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS

To Be Held November 9, 2005

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To the Stockholders of ROYAL GOLD, INC.:

             NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of Royal Gold, Inc. will be held at 9:30 a.m., on Wednesday, November 9, 2005, at the Oxford Hotel, Sage Room, 1600 Seventeenth Street, Denver, Colorado, USA, to:

             All Stockholders are cordially invited to attend the meeting; however, only stockholders of record as of the close of business on September 16, 2005 are entitled to vote at the meeting and any postponements or adjournments thereof. It is important that your shares are represented and voted at the annual meeting. For that reason, whether or not you expect to attend in person, please mark, sign and date the enclosed proxy and return it promptly in the enclosed envelope. You can also vote over the telephone or the Internet as described on the enclosed voting instruction form. If you do attend the Annual Meeting, you may withdraw your proxy should you wish to vote in person.

	BY ORDER OF THE BOARD OF DIRECTORS
	Karen P. Gross
	Vice President & Corporate Secretary

October 14, 2005

ROYAL GOLD, INC.

PROXY STATEMENT

2005 ANNUAL MEETING OF STOCKHOLDERS

General Information

             This Proxy Statement is furnished to holders of Royal Gold, Inc. (the “Company”) common stock, in connection with the solicitation of proxies on behalf of the Board of Directors of the Company, to be voted at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, November 9, 2005, at 9:30 a.m. This Proxy Statement and the proxy card were first mailed to Stockholders on or about October 14, 2005.

Stockholders Entitled to Vote

             All Stockholders of Record of the Common Stock ($0.01 par value) of the Company (“Common Stock”) at the close of business on September 16, 2005 (the “Record Date”), are entitled to vote at the Annual Meeting and at any and all postponements and adjournments thereof. As of the Record Date, there were 21,030,352 shares of Common Stock outstanding and entitled to vote.

Voting Your Shares

             Each share of Common Stock that you own entitles you to one vote. Your proxy card shows the number of shares of Common Stock that you own.

             You may vote your shares by signing and returning the enclosed proxy. If you vote by proxy, the “proxy holders” (each or any of the individuals named on the proxy) will vote your shares as you instruct on the proxy. If you sign and return the proxy, but do not give instructions on how to vote your shares, your shares will be voted (1) FOR the election of directors as described herein under “Proposal 1 — Election of Directors,” and (2) FOR ratification of the appointment of the Company’s registered independent public accountants described herein under “Proposal 2 — Ratification of Appointment of Registered Independent Public Accountants.”

             You may vote by telephone or by the Internet by following the telephone or Internet voting instructions that are included with your proxy card. If you vote by telephone or the Internet, you do not need to return your proxy card.

             You may attend the Annual Meeting and vote in person. You will be given a ballot when you arrive. However, if your stock is held in the name of your broker, bank or another nominee, you must get a signed proxy from the broker, bank or other nominee giving you the right to vote your shares. This will be the only way we can be sure that the broker, bank or other nominee has not already voted your shares on your behalf.

Revocation of Proxy or Voting Instruction Form

             You may revoke your proxy at any time before the proxy is voted at the Annual Meeting. This can be done by either submitting another properly completed proxy card with a later date, sending a written notice of revocation to the Secretary of the Company with a later date or by attending the Annual Meeting and voting in person. You should be aware that simply attending the Annual Meeting will not automatically revoke your previously submitted proxy; rather you must notify a Company representative at the Annual Meeting of your desire to revoke your proxy and vote in person. Written

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Votes Required to Approve the Proposals

             The holders of a majority of the issued and outstanding shares of Common Stock of the Company entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. Abstentions and broker non-votes will be counted as being present in person for purposes of determining whether there is a quorum. The affirmative vote of sixty percent (60%) of the shares that are represented and entitled to vote at a meeting at which a quorum is present shall be the act of the Stockholders.

             All voting rights are vested exclusively in the holders of the Common Stock. As of the Record Date, there were 21,030,352 shares of Common Stock outstanding. Each share of Common Stock entitles the Stockholder to one vote on all matters that may come before the Annual Meeting.

             Votes at the Annual Meeting will be tabulated and certified by Computershare Trust, the Company’s Transfer Agent. Computershare Trust will treat shares of Common Stock represented by a properly signed and returned proxy as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

             In the election of directors, each Stockholder eligible to vote may vote the number of shares of Common Stock held for each director to be elected, but cumulative voting is not permitted. Under Delaware law, holders of Common Stock are not entitled to appraisal or dissenters’ rights with respect to the matters to be considered at the Annual Meeting.

Tabulation of Votes

             Abstentions will be counted as shares present and entitled to be voted. Thus, abstentions will count the same as a vote AGAINST Proposals 1 or 2. Brokers have discretion to vote shares they hold in “street name” on certain routine matters. The election of directors and the ratification of the appointment of registered independent public accountants are considered routine matters. Thus, brokers that do not vote your shares with respect to Proposals 1 and 2 will be treated as abstentions and will count the same as a vote AGAINST Proposals 1 and 2.

Solicitation Costs

             The enclosed proxy card and voting instruction form is being solicited on behalf of the Board of Directors of the Company. In addition to solicitation of proxies by mail, the Company’s directors, officers or employees, without additional compensation, may make solicitations by telephone, facsimile, or personal interview. The Company has not retained any company to aid in the solicitation of brokers, banks, intermediaries and other institutional holders in the United States and Canada. All costs of the solicitation of proxies will be borne by the Company. The Company will also reimburse the banks and brokers for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of shares of Common Stock.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

             The following table shows the beneficial ownership, as of August 31, 2005, of the Common Stock by each director, by the Chief Executive Officer and by each of the other executive officers whose total annual salary and bonus for the last completed fiscal year exceeded $100,000. These executives are referred to in this Proxy Statement as the “named executive officers.” Also included in the following table is any person known to the Company to be the beneficial owner of more than 5% of the issued and outstanding shares of Common Stock, and by all of the Company’s directors and executive officers as a group.

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PROPOSAL 1.

ELECTION OF CLASS III DIRECTORS

             The Company’s Board of Directors consists of three classes of directors, with each class of directors serving for a three-year term ending in a successive year. The Company’s current Class I Directors are Messrs. Dempsey, Jensen and Goth; the Class II Directors are Messrs. Stuckert and Marcus; and the Class III Directors are Messrs. Howell, Peiker and Worth.

             If the enclosed proxy is properly signed and received in time for the Annual Meeting, and if the proxy does not indicate otherwise, the represented shares will be voted FOR S. Oden Howell, Jr., Edwin W. Peiker, Jr., and Donald Worth as Class III Directors of the Company. If any of the nominees for election as a Class III Director should refuse or be unable to serve (an event that is not anticipated), the proxy will be voted for a substitute nominee who is designated by the Board of Directors. Each Class III Director elected shall serve until the 2008 Annual Meeting, or until his successor is elected and qualified.

             Information concerning the nominees for election as directors is set forth below under “Directors and Officers.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

DIRECTORS AND OFFICERS

             The following is information regarding the directors and officers of the Company related to their names, position with the Company, periods of service and experience. The persons who are nominated for election as directors at the Annual Meeting are indicated with an asterisk.

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MEETINGS AND COMMITTEES OF THE BOARD

             During the fiscal year ended June 30, 2005, the Board of Directors held eight regular meetings. Each director attended (in person or by telephone) at least 75% of the aggregate number of meetings of the Board and of the Committee(s) of the Board on which he served. It is the Company’s policy that each member of the Board of Directors is expected to attend each Annual Meeting of Stockholders. All directors, except for one, attended last year’s Annual Meeting of Stockholders.

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Independence of Directors

             The independent members of the Board of Directors have determined that each of the directors, except for Messrs. Dempsey and Jensen, who are officers of the Company, is “independent” under Rule 4200(a)(15) of the NASD listing standards. The Board considers Mr. Peiker “independent” since he has not been involved with the day to day management of the Company since February 1992. He does not serve on any Committees of the Board. The Board of Directors has determined that the directors designated as “independent” have no relationship with the Company that would interfere with the exercise of their independent judgment.

Lead Director

             The Board of Directors has elected a lead, independent director who presides over executive sessions of the independent directors scheduled at each regular Board meeting. This lead director position is a rotating position on a yearly basis. The lead director serves as liaison between the Chairman and other independent directors. Mr. John W. Goth currently serves as lead director.

Audit Committee

             The Board of Directors has a standing Audit Committee. The Audit Committee consists of James W. Stuckert, John W. Goth, and Donald Worth. All members of the Audit Committee are independent under Rule 4200(a)(15) of the NASD listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. The Audit Committee held nine meetings during the fiscal year. The Board of Directors recently reviewed and amended the Charter for the Audit Committee, which is attached as Appendix A. The Charter is available through the Company’s web site at www.royalgold.com.

             The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements and compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Company’s registered independent public accountants, approve all auditing services and related fees and the terms of any agreements, and to pre-approve any non-audit services to be rendered by the Company’s registered independent public accountants. The Audit Committee is responsible for confirming the independence and objectivity of the registered independent public accountants. The Audit Committee is also responsible for preparation of the annual report of the Audit Committee for public disclosure in the Company’s Proxy Statement. The Board of Directors has determined that James Stuckert is an “audit committee financial expert” as that term is defined in Item 401(h) of Regulation S-K. As an “audit committee financial expert,” Mr. Stuckert satisfies the NASDAQ financial literacy and sophistication requirements.

Compensation, Nominating and Corporate Governance Committee

             The Board of Directors has a standing Compensation, Nominating and Corporate Governance Committee. The Compensation, Nominating and Corporate Governance Committee consists of John W. Goth, James W. Stuckert and Edwin W. Peiker, Jr. Mr. Peiker was nominated by the Board of Directors to the Compensation, Nominating and Corporate Governance Committee to fill the position held by Mr. Pierre Gousseland, after his passing in December 2004. All members of the Compensation, Nominating and Corporate Governance Committee are considered independent directors under Rule 4200(a)(15) of the NASD listing standards. The Committee held seven meetings during the fiscal year. The Board has adopted a Charter for the Compensation, Nominating and Corporate Governance Committee, which was reviewed in August 2005. No amendments were made to the Charter. The Charter is available through the Company’s web site at www.royalgold.com. The Compensation, Nominating and Corporate Governance Committee assumes the role of implementing compensation plans for top executives, as well as directors. The Committee’s function is to review new or modified programs in the areas of executive salary, incentive compensation, and stock plans and review and make recommendations to the Company’s Board of Directors concerning the levels and forms of compensation paid to the officers and key employees of the Company. It also is responsible for preparation of the Annual Report on Executive Compensation for public disclosure in the Company’s Proxy Statement.

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             The Compensation, Nominating and Corporate Governance Committee advises the Board of Directors on various corporate governance issues, in addition to compensation matters as discussed above. Additionally, it proposes to the Board of Directors slates of directors to be recommended for election at the Annual Meeting of Stockholders (and any directors to be elected by the Board of Directors to fill vacancies). In selecting director nominees, the Committee assesses the nominee’s independence, as well as considers his or her experience, areas of expertise, diversity, perspective, broad business judgment and leadership, all in the context of an assessment of the perceived needs of the Board at that time. Further, the Committee will consider director candidates recommended by Stockholders using the same criteria outlined above, provided such written recommendations are submitted to the Secretary of the Company in accordance with the advance notice and other provisions of the Company’s Bylaws.

Communication with Stockholders

             Any Stockholder who desires to contact the Company’s Board of Directors may do so by writing to the Vice President and Corporate Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202. Any such communication should state the number of shares beneficially owned by the Stockholder making the communication. The Secretary will forward any such communication to the Chairman of the Compensation, Nominating and Corporate Governance Committee, and will forward such communication to other Board members, as appropriate, provided that such communication addresses a legitimate business issue. For any communication relating to accounting, auditing or fraud, such communication will be forwarded immediately to the Chairman of the Audit Committee.

Code of Business Ethics and Conduct

             The Company has adopted a Code of Business Ethics and Conduct applicable to all of its directors, officers and employees, including the Chief Executive Officer, the Chief Accounting Officer, and other persons performing financial reporting functions. The Code is reviewed on a yearly basis. The Code is available through the Company’s web site at www.royalgold.com. The Code is designed to deter wrongdoing and promote (a) honest and ethical conduct; (b) full, fair, accurate, timely and understandable disclosures; (c) compliance with laws, rules and regulations; (d) prompt internal reporting of Code violations; and (e) accountability for adherence to the Code. The Company will post on its web site any amendments to the Code.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

             Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership to the Securities and Exchange Commission. Officers, directors and greater than 10% Stockholders are required by the regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of copies of such reports received and written representations from certain persons that no other reports were required for those persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% Stockholders were met for the fiscal year ended June 30, 2005, and all transactions are reflected in this Proxy Statement, except that there were two late form 4 filings reporting two transactions pursuant to a 10b5-1 trading plan of Mr. Peiker.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

             The following table reflects all compensation awarded or paid to or earned by the named executive officers of the Company, for the fiscal year ended June 30, 2005.

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Option Grants in Last Fiscal Year

             During the fiscal year ended June 30, 2005, the named executive officers of the Company were awarded a total of 128,500 stock options. No stock appreciation rights were awarded to any of the officers of the Company, and no existing options held by any of the officers of the Company were repriced.

             The following table sets forth certain information on option grants in fiscal 2005 to the named executive officers.

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Aggregated Option Exercises and Fiscal Year-End Option Values

             The table below sets forth information regarding the actual value of options exercised by the named executive officers during the fiscal year ended June 30, 2005, and the deemed value of options held by such persons at June 30, 2005.

Equity Compensation Plan Information

             The following table sets forth information concerning shares of Common Stock that are authorized and available for issuance under the Company’s equity compensation plans as of June 30, 2005

Employment Contracts

             Five of the six officers of the Company are employed pursuant to an employment contract providing for salary at current salary levels. Each of the employment contracts is renewable, for a term of 12 months, every February. Pursuant to each of the employment contracts, salary and benefits are to be continued for 12 months following the employee’s involuntary termination, or following the employee’s voluntary termination for “good reason” after a “change in control” event. A change in control event, as defined in the employment contracts, will occur upon: (1) the acquisition, directly or indirectly, by any person or related group of persons, of beneficial ownership of securities possessing more than 30% of the total combined voting power of the Company’s outstanding securities; (2) a change in the composition of the Board over a period of 18 consecutive months or less such that 50% or more of the Board members cease to be directors who either (A) have been directors continuously since the beginning of such period, or (B) have been unanimously elected or nominated by the Board for election as directors during such period; (3) a stockholder-approved merger or consolidation to which the Company is a party and, in which, (A) the Company is not the surviving entity, or (B) securities possessing more than 30% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or (4) the sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company.

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Pension Plans

             In fiscal 1994, the Company established a variation of a Simplified Employee Pension Plan, known as a Salary Reduction/ Simplified Employee Pension Plan (“SARSEP Plan”). Management chose this SARSEP Plan because of regulatory compliance simplicity, avoidance of significant administrative expense, availability of substantial tax-advantaged investment opportunities, and relative freedom from significant vesting or other limitations. Under this SARSEP Plan, the Company may contribute to a designated IRA account, on an annual basis, up to 15% of each employee-participant’s base compensation. Each such contribution would, within limits, be a deductible expense to the Company; would be free of federal income taxation as to the employee; and would be subject to continuing investment, on a tax-deferred basis, until assets are actually distributed to the employee. All Company employees are eligible to participate in the SARSEP Plan.

Compensation Committee Interlocks and Insider Participation

             The Company’s Compensation, Nominating and Corporate Governance Committee during the 2005 fiscal year consisted of Mr. Goth, who served as Chairman, Mr. Stuckert and Mr. Peiker. No member of the Committee was, at any time during the 2005 fiscal year or at any other time, an officer or employee of the Company. No executive officer of the Company served on the compensation committee of another entity, or any other committee of the Board of Directors of another entity performing similar functions during the Company’s past fiscal year.

Report of the Compensation, Nominating and Corporate Governance Committee on Executive Compensation

             The information contained in the following Report on Executive Compensation shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933 and the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

             The Compensation, Nominating and Corporate Governance Committee of the Board of Directors is composed entirely of directors who are not officers or employees of the Company. The Committee is responsible for, among other things, setting and administering the policies that govern the compensation for the executive officers of the Company. The Committee evaluates the performance of management and recommends to the full Board of Directors the compensation level for all officers and key employees. The Committee also administers the Company’s Omnibus Long-Term Incentive Plan and determines the amount of stock options and restricted stock granted to officers and key employees.

             The primary objectives of the Company’s executive compensation program are: to attract and retain key executives who are critical to the long-term success of the Company by offering compensation packages believed to be appropriate in light of compensation in the industry; to evaluate executive performance in light of the Company’s performance; to provide an economic framework that will motivate executives to achieve goals consistent with the Company’s business strategy; to reward performance that benefits all Stockholders; and to provide a compensation package that recognizes individual results and contributions to the overall success of the Company.

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             The Compensation, Nominating and Corporate Governance Committee’s policy objectives are to pay base salaries that are comparable with those paid by the mining industry. Due to the Company’s small staff, compensation practices are flexible and entrepreneurial, with compensation geared to meeting the requirements of the Company and the individual. Bonus payments are paid when individual performance and significant achievements for the Company’s future revenue growth or other circumstances warrant special recognition. Bonuses are based upon the contribution of each individual and are usually paid on an annual basis. Long-term incentives, in the form of stock options and restricted stock, are another component of executive compensation and are granted to ensure an incentive exists to maximize shareholder wealth by tying executive compensation to share price performance, and to reward those executives making a long-term commitment to the Company.

             The Committee evaluates a variety of information when reviewing salary levels and when making recommendations to the full Board. When reviewing individual performance of officers of the Company, the Committee also takes into account the views of the Company’s Chairman and Chief Executive Officer. Before or at the end of each year, the Committee evaluates each individual officer’s performance in order to determine whether to recommend the payment of bonuses and/or options or restricted stock and, if so, the amount of each such bonus and/or options, or restricted stock.

             In making recommendations concerning executive compensation, the Committee reviews individual executive compensation, individual performance, corporate performance, stock price appreciation, and total return to Stockholders of the Company. The Board of Directors usually establishes the salary levels of the Company’s executives and officers at its May meeting.

             The Committee also reviews and approves stock option and restricted stock awards, under the Company’s Omnibus Long-Term Incentive Plan. The purpose of stock option and restricted stock awards is to provide key employees with an incentive to continue as employees of the Company over the long-term and to align such employees’ long-range interests with those of the Stockholders by providing the opportunity of having an equity interest in the Company. The Committee grants stock option and restricted stock awards based on salary, level of responsibility, and performance. The Company retained Frederic W. Cook & Co., an independent compensation consulting firm, to advise the Committee with respect to the equity awards that were made in fiscal 2005.

             All stock options are granted with an exercise price equal to the market price of the Common Stock on the date of grant. Under the Company’s Omnibus Long-Term Incentive Plan, incentive stock options and non-statutory stock options typically vest as to one-third in years one, two and three and have a 10-year term. Restricted stock granted under the Plan vest subject to continued service and performance conditions. Those shares issued subject to continued service vest as to one-third in years four, five and six.

             During the fiscal year ended June 30, 2005, there were 122,500 options and 91,500 restricted shares awarded to officers of the Company.

             Chief Executive Officer. In evaluating the performance and setting the compensation of the Chairman and Chief Executive Officer (“CEO”), the Committee took into account the base salaries of chief executive officers of other mining companies, including some of the companies that are referenced in the XAU Gold Index which are listed in the Cumulative Total Shareholder Return Chart. The Committee also assessed Mr. Dempsey’s individual performance, including his leadership with respect to the development of long-term business strategies for the Company to improve its economic value. The Committee also evaluates the performance of the Company when making compensation decisions regarding the CEO. The Committee took into account the longevity of Mr. Dempsey’s service to the Company and its belief that Mr. Dempsey is an excellent representative of the Company to the public by virtue of his stature in the community and the industry in which the Company operates.

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             The Committee believes that the Chairman and CEO, as well as the other officers of the Company, are strongly motivated and are dedicated to the growth of the Company and to increasing Stockholder value. Because of the leadership provided by the Chairman and CEO and other officers of the Company, the Committee felt that bonuses should be awarded for the Chairman and CEO as well as the other officers of the Company. Therefore, in fiscal 2005, a bonus of $150,000 was awarded to the Chairman and CEO, and bonuses totaling $350,000 were awarded to the other officers. No salary increase was given to the Chairman; salaries of selected officers were increased.

             This Report has been submitted by the following members of the Compensation, Nominating and Corporate Governance Committee of the Board of Directors:

Directors’ Compensation

             During fiscal 2005, each non-employee director of the Company received an annual fee of $15,000 for service as a director. The outside directors’ fee had remained fixed at $12,000 per year since 1997. Since November 2001, non-employee directors had also received a fee in the amount of $500 for each scheduled Board meeting. In May 2003, the Board of Directors approved the Chairman of the Audit Committee to receive a yearly fee of $1,000 and for all Audit Committee members to receive a fee of $500 per meeting.

             At a meeting of the Board of Directors in August 2004, it was recommended and approved that (1) each non-employee director of the Company receive an annual fee of $15,000, (2) the fee for each scheduled Board meeting be increased to $700; (3) the yearly fee for the Chairman of the Audit Committee be increased to $2,000; (4) the Chairman of the Compensation, Nominating and Corporate Governance Committee receive a yearly fee of $2,000; and (5) the members of the Audit Committee and the Compensation, Nominating and Corporate Governance Committee receive a fee of $500 per meeting.

             Pursuant to the Company’s Omnibus Long-Term Incentive Plan, each non-employee director also is granted annually a Non-Statutory Option (“NSO”) to purchase 2,500 shares of Common Stock, at an exercise price equal to the fair market value of the Company’s Common Stock on the date of grant. Accordingly, on November 10, 2004, each non-employee director of the Company was granted 2,500 NSOs, at an exercise price of $17.38 per share. These options have a ten-year term and are exercisable immediately with respect to 1,250 shares and after 12 months with respect to the other 1,250 shares. The Omnibus Long-Term Incentive Plan also allows each non-employee director to be granted restricted stock annually. Accordingly, on November 10, 2004, each non-employee director of the Company was granted 1,250 restricted shares. Half of these restricted shares vested immediately and the other half vest after 12 months.

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Stock Price Performance Graph

             The following graph compares the cumulative total return on the Company’s Common Stock with the cumulative total return of two other stock market indices: Standard and Poor’s 500 Index and the Philadelphia Stock Exchange’s XAU Gold Index as of June 30, 2005. The Company believes that the XAU Gold Index is more representative of the gold mining industry whereas the Standard and Poor’s Gold Index reflects only one gold mining company.

COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN

             The material under the heading “Stock Price Performance Graph” is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

AUDIT COMMITTEE AND RELATED MATTERS

             The information contained in the following Audit Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933 and the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

Audit Committee Report

             The Company’s Audit Committee is comprised of three members who are “independent” within the meaning of such term under Rule 4200(a)(15) of the NASD listing standards and the meaning of such term under the Sarbanes-Oxley Act of 2002 and regulations

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promulgated under the Act. Each member of the Audit Committee is able to read and understand fundamental financial statements and at least one member has past employment experience in finance or accounting or other comparable experience. The Committee actively oversees the Company’s financial condition and results of operations. The main function of the Audit Committee is to ensure that effective accounting policies are implemented and that internal controls are put in place in order to deter fraud, anticipate financial risks and promote accurate, high quality and timely disclosure of financial and other material information to the public markets, the Board of Directors and the Stockholders. The Audit Committee also reviews and recommends to the Board of Directors the approval of the annual financial statements and provides a forum, independent of management, where the Company’s auditors can communicate any issues of concern.

             The independent members of the Audit Committee believe that the present composition of the Committee accomplishes all of the necessary goals and functions of an audit committee as recommended by the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees and adopted by the U.S. stock exchanges and the Securities and Exchange Commission. The Board of Directors has adopted an amended and restated Charter for the Audit Committee. The Audit Committee Charter, as amended, is attached as Appendix A. The amended Charter specifies the scope of the Audit Committee’s responsibilities and how it should carry out those responsibilities.

             The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, 2005, with the Company’s management. The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company’s registered independent public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications). The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees) and the Audit Committee has discussed the independence of PricewaterhouseCoopers LLP with that firm.

             Based on the review and discussions with the Company’s auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, for filing with the U.S. Securities and Exchange Commission.

             This Report has been submitted by the following members of the Audit Committee of the Board of Directors:

Registered Independent Public Accountants

             The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to continue as the Company’s registered independent public accountants to audit financial statements of the Company for the fiscal year ending June 30, 2006. Fees for services rendered by PwC for the fiscal years ended June 30, 2005 and June 30, 2004 are as follows:

             Audit Fees. Fees were $329,564 and $152,609 for the years ended June 30, 2005 and 2004, respectively. Included in this category are fees associated with the audit of the Company’s annual financial statements and review of quarterly financial statements. Audit fees also include fees associated with the audit of management’s assessment and operating effectiveness of the Sarbanes Oxley Act, Section 404, internal control reporting requirements.

             Audit-Related Fees. Fees were $12,500 and $14,921 for the years ended June 30, 2005 and 2004, respectively. Audit-related services include accounting consultations, which were related to the performance of the audit or review of the Company’s financial statements.

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             Tax Fees. Fees were $0 and $12,065 for the years ended June 30, 2005 and 2004, respectively. Fees for tax services include tax compliance, tax advice and tax planning.

             All Other Fees. Fees were $0 and $0 for the years ended June 30, 2005 and 2004, respectively.

Pre-Approval Policies and Procedures

             The Audit Committee has adopted a policy that requires advance approval for all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chairman of the Audit Committee authority to approve certain permitted services, provided that the Chairman reports any such decisions to the Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all of the services described above for the Company’s 2005 fiscal year.

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PROPOSAL 2.

RATIFICATION OF APPOINTMENT OF

             The Audit Committee and the Board of Directors is seeking Stockholder ratification of its appointment of PwC, independent registered public accounting firm, to audit the consolidated financial statements of the Company for the fiscal year ending June 30, 2006.

             The ratification of the appointment of PwC is being submitted to the Stockholders because the Audit Committee and the Board of Directors believes this to be good corporate practice. Should the Stockholders fail to ratify this appointment, the Audit Committee will review the matter.

             Representatives of PwC are expected to attend the Annual Meeting. They will have an opportunity to make a statement, if they so desire, and will have an opportunity to respond to appropriate questions from the Stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

OTHER MATTERS

             The Board of Directors knows of no other matters to be brought before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is the intention of each person named in the proxy to vote such proxy in accordance with their own judgment on such matters.

Stockholder Proposals

             Stockholder proposals intended to be presented at the 2006 Annual Meeting of Stockholders must be received by the Company at its principal executive office in Denver, Colorado, by June 16, 2006, if such proposals are to be considered timely and included in the proxy materials for the 2006 Annual Meeting of Stockholders. The inclusion of any Stockholder proposal in the proxy materials for the 2006 Annual Meeting of Stockholders will be subject to applicable rules of the Securities and Exchange Commission.

             Proxies for the 2006 Annual Meeting of Stockholders will confer discretionary authority to vote with respect to all matters of which the Company does not receive notice by August 30, 2006.

	BY ORDER OF THE BOARD OF DIRECTORS
	Karen P. Gross
	Vice President & Corporate Secretary

Denver, Colorado

             Upon the written request of any record holder or beneficial owner of Common Stock entitled to vote at the Annual Meeting, the Company will provide, without charge, a copy of its Annual Report on Form 10-K including financial statements and any required financial statement schedules, as filed with the Securities and Exchange Commission for the fiscal year ended June 30, 2005. Requests for a copy of the Annual Report should be mailed, faxed, or sent via e-mail to Karen P. Gross, Vice President & Corporate Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202-1132, 303-595-9385 (fax), or kgross@royalgold.com.

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APPENDIX A

ROYAL GOLD, INC.

AUDIT COMMITTEE CHARTER

Revised August 24, 2005

Organization

There shall be a committee of the board of directors to be known as the audit committee. The audit committee shall be composed of at least three (3) directors, each of whom is independent of the management of the corporation and is free of any relationship that, in the opinion of the board of directors (which shall be guided by any applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements of NASDAQ Stock Market, Inc. (“NASDAQ”), the Toronto Stock Exchange (“TSX”) and any other applicable securities market), would interfere with his or her exercise of independent judgment as a committee member. All members of the audit committee shall meet the financial literacy requirements of the rules and regulations of the SEC and the listing requirements of NASDAQ and any other applicable securities market, as such qualification is interpreted by the board of directors in its business judgment, or must become financially literate as so interpreted within a reasonable period of time after his or her appointment to the audit committee. No member of the audit committee shall have participated in the preparation of the financial statements of the corporation or any current subsidiary of the corporation at any time during the past three (3) years. In addition, at least one member of the audit committee, as determined by the board of directors in its business judgment, shall have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

Compensation of Members

Compensation for service on the audit committee shall be limited to fees and compensation permitted under the rules and regulations of the SEC,NASDAQ and any other applicable securities market.

Statement of Policy

The audit committee shall provide assistance to the board of directors in fulfilling its oversight responsibilities to the shareholders relating to the accounting, audit and reporting practices of the corporation, and the quality and integrity of the financial reports of the corporation. In so doing, it is the responsibility of the audit committee to maintain free and open means of communication between the board of directors, the registered independent public accountants, and the financial management of the corporation.

Responsibilities

In carrying out its responsibilities, the audit committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and shareholders that the corporate accounting, audit and reporting practices of the corporation are in accordance with all requirements and are of the highest quality. While the audit committee has the responsibilities and duties set forth in this Charter, it is not the responsibility of the committee to plan and conduct the audits itself or to determine that the corporation’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. The audit committee’s responsibility in this regard is one of oversight and review.

The audit committee shall:

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Funding

The corporation shall provide appropriate funding, as determined by the audit committee, for the payment of:

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