8-K

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

                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of Earliest Event Reported): October 4, 2005



                            Fisher-Watt Gold Company
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


     Nevada                           0-22515                    88-0227654
- -----------------                  ------------              -------------------
(State or other                    (Commission                 (IRS Employer
jurisdiction                       File Number)               Identification #)
of incorporation)


                                 2582 Taft Court
                               Lakewood, CO 80215
                     ---------------------------------------
                     (Address of Principal Executive Office)


                                 (303) 232-0292
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                      N/A
           -----------------------------------------------------------
           Former Name or Former Address, if Changed Since Last Report


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))






Item 5.02  Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

     Mr. Jorge E. Ordonez C. resigned as a director of Fischer-Watt Gold
Company, Inc. on October 4, 2005. The circumstances representing the
disagreement that the Company believes caused Mr. Ordonez's resignation are set
forth in his attached letter. In it he provides a number of reasons for his
decision to resign.

     He claims that the Board is lacking in independence. - However, immediately
prior to his resignation there were four independent members on this six person
Board and of the two so-called non-independent members, while one of them has
the title of Secretary which makes him an officer of the Company, he is not part
of management on a routine basis and he acts totally independently, solely for
the shareholders' benefit. The Board therefore has a clear majority of
independent members.

     He states that management has disregarded his requests for proper corporate
governance and care in the affairs of the Company. - The Company believes that
the Board and management have always taken due care in looking after the affairs
of the Company and that the interests of management have always been aligned
with that of the shareholders.

     Mr.Ordonez says that management is careful in looking after its own
financial well-being and less so the financial situation of the Company. - In
fact, members of the Board and management have provided about $1.2 million to
the Company over the past several years. No directors, officers or members of
management have taken any salary over the past several years and they have
allowed to accrue about $1.3 million of salaries and expenses due to them. The
Company has not contributed to the financial well-being of any member of
management for quite a few years.

     He maintains that Board meetings have been timed to take place when he is
unable to attend and that minutes of meetings had not been prepared. - According
to the Company's records, over the past 5 years Mr. Ordonez has attended only
50% of the meetings that were held. All the other members attended between 80 to
100% of those same meetings. Minutes of all the meetings were prepared shortly
after the meetings in each case.

     He also feels that management has been unproductive in the pursuit of
potential business opportunities. - Management has continually pursued potential
business opportunities, some of which have been brought to management's
attention by the independent Board members. Most of management's efforts have,
however, been focused on trying to bring the La Balsa into production - a
property that Mr. Ordonez himself introduced to the Company.

     He claims that Sarbanes-Oxley compliance is not a priority item with
management. - Given that it has limited resources, the Company strives to keep
in compliance with the applicable requirements of Sarbanes-Oxley.

     Mr. Ordonez believes that he has not been informed of corporate problems
and how these problems are being properly addressed. - The Company is delinquent
in its quarterly SEC filing because it is taking longer to complete than
expected. Mr. Ordonez has, however, been quite difficult to communicate with
since he has not been available at his office now for over a year.

     Fischer-Watt Gold Company, Inc. regrets Mr. Ordonez's leaving the Board and
the Company intends to continue working diligently in the interest of its
shareholders.

Item 9.01  Financial Statements and Exhibits.

     (c) Exhibits.

         Exhibit Number    Description
         --------------    -----------

              99.1         Resignation Letter from Jorge E. Ordonez C.


                                       2





                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      FISHER-WATT GOLD COMPANY


                                      By: /s/ Peter Bojtos
                                          --------------------------------------
                                          Peter Bojtos, Chief Executive Officer


October 8, 2005




























                                       3



                                  EXHIBIT INDEX



Exhibit Number       Description
- --------------       -----------

     99.1            Resignation Letter from Jorge E. Ordonez C.






































                                       4

EX-99

                                                                    Exhibit 99.1




4  October  2005




To:      The Board of Directors, The Chief Executive Officer and the Chairman of
           the Board.
         Fischer-Watt Gold Company

From:    Jorge E. Ordonez C.
         Resigning Independent Board Member


Gentlemen:

This is my resignation, to be effective immediately, as an Independent Board
Member of the Board of Directors of Fischer - Watt Gold Company.  My decision is
based on the following disagreements with management which I have repeatedly
voiced verbally, at board meetings and in writing:

Board Independence.

Non-existent; the Board of Directors is overwhelmingly controlled by management
directly; opinions expressed in the board by any of the very few independent
directors are not easily taken into account; I have repeatedly informed
management of this serious board deficiency to no avail. In actual fact, the
tendency is for the board to become almost totally management dependent.

Corporate Governance.

For virtually all of this year, management has chosen to disregard my repeated
pleas for the implementation of a proper corporate governance and care in the
affairs of the company. Some e-mails to management go unanswered with no
explanation.

Corporate Finance.

Management has not shown good financial management, particularly as regards the
shareholders monies which are entrusted to the company; it is careful in looking
after the financial well-being of management and slightly less so in the
financial situation of the company.

Board Meetings.

Held preferentially when I am not able to attend and at times cancelled on last
minute notice when I am able to be present. Board meeting minutes are very
rarely presented at the following board meeting; I was informed telephonically
that the minutes of most of this year's board meetings were to be "prepared" by
the company management because they have not been done for a very long time and
of course, they have not been duly approved by the board; in effect the minutes
for the board minutes from 2001 to 2005 have just been received by e-mail. For
this reason, I hereby expressly inform you that all Minutes of Board Meetings
thus prepared and / or approved are unacceptable to me as an independent board
member; in addition, I am particularly in total disagreement with all
discussions and actions taken at board meetings in which I was not present.

Company Business.

Most importantly and unfortunately, management has generally been unproductive
in the pursuit of potential business opportunities; this is most serious in
these times of good metal prices and, potentially, a breach of management's
fiduciary duty to shareholders.






Sarbanes - Oxley Compliance.

Not a priority item with management, I understand that the company's outside
legal counsel has also expressed some concern with this item.

Information.

As of 23 September 2005, the company's ticker symbol has been labeled "E" due to
delinquency in the required filings with the SEC; as a board member, I believe
that I should have been informed by management opportunely of this problem and
on how this will be properly addressed, to this date, after two weeks of the
problem's occurrence I have not been informed by management of either.

I request an immediate confirmation of this letter of resignation.


/s/ Jorge E. Ordonez C.
Original signed by Jorge E. Ordonez C.