##### Table of Contents





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
    December 31, 2008o

Transition report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934 for the transition period from
    to   Commission file number: 001-32356
  SPDR®

    GOLD TRUST
 SPONSORED BY WORLD GOLD TRUST
    SERVICES, LLC
 (Exact Name of Registrant as
    Specified in Its Charter)
  New York

81-6124035(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)    c/o World
    Gold Trust Services, LLC
 424 Madison Avenue, 3rd
    Floor
 New York, New York
    10017
 (Address of Principal Executive
    Offices)
  (212) 317-3800
 (Registrants Telephone
    Number, Including Area Code)
     x o
  12b-2
  Large
    accelerated
    filer x
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
    o x




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##### 





SPDR®

    GOLD TRUST
 INDEX
   
 PagePART I

-

FINANCIAL INFORMATION


1Item 1.



Financial Statements (unaudited)


1Condensed Statements of Condition at
    December 31, 2008 and September 30, 2008


1Condensed Statements of Operations for the three
    months ended December 31, 2008 and 2007


2Condensed Statements of Cash Flows for the three
    months ended December 31, 2008 and 2007


3Condensed Statements of Changes in
    Shareholders Deficit for the three months ended
    December 31, 2008


4Notes to the Unaudited Condensed Financial
    Statements


5Item 2.



Managements Discussion and Analysis of
    Financial Condition and Results of Operations


12Item 3.



Quantitative and Qualitative Disclosures About
    Market Risk


17Item 4.



Controls and Procedures


17PART II

-

OTHER INFORMATION


18Item 1.



Legal Proceedings


18Item 1A.



Risk Factors


18Item 2.



Unregistered Sales of Equity Securities and Use
    of Proceeds


18Item 3.



Defaults Upon Senior Securities


18Item 4.



Submission of Matters to a Vote of Security
    Holders


18Item 5.



Other Information


18Item 6.



Exhibits


18SIGNATURES


19EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   i




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##### Table of Contents



SPDR®

    GOLD TRUST
 PART I -
    FINANCIAL INFORMATION:  Item 1.
    Financial
    Statements (Unaudited) Unaudited
    Condensed Statements of Conditionat
    December 31, 2008 and September 30, 2008 Dec-31,


Sep-30,(Amounts in 000s of US$ except for share data)

2008


2008(1)ASSETSInvestment in
    Gold(2)

$
18,487,361


$
16,878,554Gold Receivable


136,158



897,184Total Assets

$
18,623,519


$
17,775,738LIABILITIESAccounts payable to related parties

$
6,387


$
4,179Accounts payable


1,098



2,256Accrued expenses






347Total Liabilities


7,485



6,782Redeemable Shares:Shares at redemption value to
    investors(3)


21,691,122



21,471,084Shareholders Deficit


(3,075,088
)


(3,702,128
)Total Liabilities, Redeemable Shares &
    Shareholders Deficit

$
18,623,519


$
17,775,738     (1)
    
    Derived from audited statement of condition as of
    September 30, 2008.(2)
    
    The market value of Investment in Gold at December 31, 2008
    is $21,562,449 and at September 30, 2008,
    is $20,580,682.(3)
    
    Authorized share capital is unlimited and shares par value is
    $0.00. Shares issued and outstanding at December 31,
    2008 are 254,900,000 and at September 30, 2008, 246,500,000.  See notes to the unaudited condensed financial statements
 1




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##### Table of Contents



SPDR®

    GOLD TRUST
 Unaudited
    Condensed Statements of OperationsFor
    the three months ended December 31, 2008 and 2007 Three Months


Three MonthsEnded


EndedDec-31,


Dec-31,(Amounts in 000s of US$, except for share and per share
    data)

2008


2007REVENUESProceeds from sales of gold

$
18,852


$
13,945Cost of gold sold to pay expenses


(17,606
)


(10,314
)Gain on gold sold to pay expenses


1,246



3,631Gain on gold distributed for the redemption of shares


75,113



126,202Total Gain on gold


76,359



129,833EXPENSESCustody fees


3,344



2,694Trustee fees


504



504Sponsor fees


6,933



5,908Marketing agent fees


6,933



5,908Other expenses


1,841



315Total expenses


19,555



15,329Net Gain from Operations

$
56,804


$
114,504Net Gain per share

$
0.23


$
0.59Weighted average number of shares (000s)


247,616



195,146    See notes to the unaudited condensed financial statements
 2




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##### Table of Contents



SPDR®

    GOLD TRUST
 Unaudited
    Condensed Statements of Cash FlowsFor
    the three months ended December 31, 2008 and 2007 Three Months


Three MonthsEnded


EndedDec-31,


Dec-31,(Amounts in 000s of US$)

2008


2007INCREASE / DECREASE IN CASH FROM OPERATIONS:Cash proceeds received from sales of gold

$
18,852


$
13,945Cash expenses paid


(18,852
)


(13,945
)(Decrease) / Increase in cash resulting from operations






Cash and cash equivalents at beginning of period






Cash and cash equivalents at end of period






SUPPLEMENTAL DISCLOSURE OF
    NON-CASH FINANCING ACTIVITIES:Value of gold received for creation of shares  net
    of gold receivable


1,647,238



1,756,317Value of gold distributed for redemption of shares


920,409



345,524   Three Months


Three MonthsEnded


EndedDec-31,


Dec-31,(Amount in 000s of US$)

2008


2007RECONCILIATION OF NET GAIN/(LOSS) TO NET CASH PROVIDED BY
    OPERATING ACTIVITIESNet Gain from Operations

$
56,804


$
114,504Adjustments to reconcile net gain to net cash provided by
    operating activitiesIncrease in gold assets


(1,608,807
)


(1,400,479
)Decrease in gold receivable


761,026



Increase in liabilities


703



1,384Increase/(decrease) in redeemable sharesCreations


1,785,796



1,756,317Redemptions


(995,522
)


(471,726
)Net cash provided by operating activities

$



$
   See notes to the unaudited condensed financial statements
 3




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##### Table of Contents



SPDR®

    GOLD TRUST
 Unaudited
    Condensed Statements of Changes in Shareholders
    Deficit    Three MonthsEnded(Amounts in 000s of US$)

Dec-31, 2008Shareholders Deficit - Opening Balance

$
(3,702,128
)Net Gain for the period


56,804Adjustment of Redeemable Shares to redemption value


570,236Shareholders Deficit - Closing balance

$
(3,075,088
)   See notes to the unaudited condensed financial statements
 4




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##### Table of Contents



SPDR®

    GOLD TRUST
 Notes to
    the Unaudited Condensed Financial Statements  1.
    Organization  ®
  ® ® re-branding ®
  ® ®
    Form 10-K
  2.
    Significant
    accounting policies    2.1.
    Valuation
    of Gold   5




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##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Unaudited Condensed Financial Statements
  
 2.
    Significant
    accounting policies (continued)    Dec-31,


Sep-30,(Amounts in 000s of US$)

2008


2008Investment in gold - average cost

$
18,487,361


$
16,878,554Unrealized gain on investment in gold


3,075,088



3,702,128Investment in gold - market value

$
21,562,449


$
20,580,682     2.2.  Gold
    receivable
    2.3.  Creations
    and Redemptions of Shares
      Three Months Ended


Year EndedDec-31,


Sep-30,(All amounts are in 000s)

2008


2008Number of Redeemable Shares:Opening Balance


246,500



187,900Creations


21,100



147,100Redemptions


(12,700
)


(88,500
)Closing Balance


254,900



246,500   6




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##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Unaudited Condensed Financial Statements
  
 2.
    Significant
    accounting policies (continued)  Three Months Ended


Year EndedDec-31,


Sep-30,(Amounts in 000s of US$)

2008


2008Redeemable shares:Opening Balance

$
21,471,084


$
13,803,588Creations


1,785,796



12,903,805Redemptions


(995,522
)


(7,740,504
)Adjustment to redemption value


(570,236
)


2,504,195Closing Balance

$
21,691,122


$
21,471,084Redemption Value per Redeemable Share at Period End

$
85.10


$
87.10   2.4.  Revenue
    Recognition Policy
    2.5.  Income
    Taxes
    Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 7




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##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Unaudited Condensed Financial Statements
  3.
    Investment
    in Gold    Three Months Ended


Year EndedDec-31,


Sep-30,(Ounces of gold are in 000s and value of gold is in
    000s of US$)

2008


2008Ounces of Gold:Opening Balance


23,268.2



18,584.1Creations (excluding gold receivable at December 31,
    2008 - 157.4, and at September 30, 2008 -
    1,014.3)


2,933.9



13,491.8Redemptions


(1,250.5
)


(8,728.6
)Sales of gold


(23.9
)


(79.1
)Closing Balance


24,927.7



23,268.2Investment in Gold (lower of cost or market):Opening Balance

$
16,878,554


$
10,644,489Creations (excluding gold receivable at December 31,
    2008 - $136,159, and at September 30, 2008 -
    $897,184)


2,546,822



12,006,621Redemptions


(920,409
)


(5,722,355
)Sales of gold


(17,606
)


(50,201
)Closing Balance

$
18,487,361


$
16,878,554   4.
    Related
    Parties - Sponsor, Trustee, Custodian and Marketing Agent
    Fees         8




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##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Unaudited Condensed Financial Statements
  
 4.
    Related
    Parties - Sponsor, Trustee, Custodian and Marketing Agent
    Fees (continued)          10-K
     9




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##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Unaudited Condensed Financial Statements
  
 4.
    Related
    Parties - Sponsor, Trustee, Custodian and Marketing Agent
    Fees (continued)  Amounts
    Payable to Related Parties
  Dec-31,


Sep-30,(Amounts in 000s of US$)

2008


2008Payable to Custodian

$
1,171


$
1,002Payable to Trustee


170



159Payable to Sponsor


2,523



1,509Payable to Marketing Agent


2,523



1,509Accounts Payable to related parties

$
6,387


$
4,179   5.
    Concentration
    of Risk  No. 94-6, Disclosure of Certain Significant Risks and Uncertainties,
  6.
    Indemnification     10




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##### Table of Contents



SPDR®

    GOLD TRUST
  7.
    Recent
    Accounting Pronouncements  Fair Value Measurements
  The Fair Value
    Option for Financial Assets and Financial Liabilities
 11




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This information should be read in conjunction with the
    financial statements and notes included in Item 1 of
    Part I of this Quarterly Report. The discussion and
    analysis which follows may contain trend analysis and other
    forward-looking statements within the meaning of
    Section 21E of the Securities Exchange Act of 1934 which
    reflect our current views with respect to future events and
    financial results. Words such as anticipate,
    expect, intend, plan,
    believe, seek, outlook and
    estimate as well as similar words and phrases
    signify forward-looking statements.
    SPDR ® Gold Trusts forward-looking statements are not
    guarantees of future results and conditions and important
    factors, risks and uncertainties may cause our actual results to
    differ materially from those expressed in our forward-looking
    statements.
  Trust Overview
  ®
  (per 1/10
  Share
    & gold price v. NAV from fund inception to
    December 31, 2008
  
  Valuation
    of Gold, Definition of Net Asset Value (NAV) and
    Adjusted Net Asset Value (ANAV)
     12




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##### Table of Contents



Dec-31,


Sep-30,(Amounts in 000s of US$)

2008


2008Investment in gold - average cost

$
18,487,361


$
16,878,554Unrealized gain on investment in gold


3,075,088



3,702,128Investment in gold - market value

$
21,562,449


$
20,580,682   Critical
    Accounting Policy
  Valuation
    of Gold
    Review of
    Financial Results
  Financial
    Highlights
  Three Months


Three Months(All amounts in the following table and four paragraphs,

Ended


Endedexcept per share, are in 000s of US$)

Dec-31, 2008


Dec-31, 2007Total Gain on gold

$
76,359


$
129,833Net Gain

$
56,804


$
114,504Gain per share

$
0.23


$
0.59Net cash flows from operating activities


0



0      13




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##### Table of Contents



Selected
    Supplemental Data - For the three months ended
    December 31, 2008 and for the year ended September 30,
    2008.
  Three Months


YearEnded


EndedDec-31,


Sep-30,(All amounts, except per ounce and per share, are in
    000s)

2008


2008Ounces of Gold:Opening Balance


23,268.2



18,584.1Creations (excluding gold receivable at December 31,
    2008  157.4 and at September 30,
    2008  1,014.3)


2,933.9



13,491.8Redemptions


(1,250.5
)


(8,728.6
)Sales of gold


(23.9
)


(79.1
)Closing Balance


24,927.7



23,268.2Period end Gold price per ounce - London Fix

$
865.00


$
884.50Market value of gold holdings excluding gold receivable

$
21,562,449


$
20,580,682Number of Shares:Opening Balance


246,500



187,900Creations


21,100



147,100Redemptions


(12,700
)


(88,500
)Closing Balance


254,900



246,500Net Asset Value per share:Creations

$
84.63


$
87.72Redemptions

$
78.39


$
87.46Shares at redemption value to investors at Period End

$
21,691,122


$
21,471,084Redemption Value per Redeemable Share at Period End

$
85.10


$
87.10Change in Redemption Value through Period End


1.0
%


55.5
%% Difference between Net Asset Value per share and market
    value of ounces represented by each share


(0.034
)%


(0.032
)%   Results
    of Operations
         14




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##### Table of Contents



Cash flow
    from operations
    Cash
    Resources and Liquidity
    Analysis
    of Movements in the Price of Gold
      Daily
    gold price - January 1, 2004 to December 31,
    2008
  
 15




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##### Table of Contents



end-of-period
  LastEnd of


businessPeriod

Average


High


Date


Low


Date


period


day(1)Three months to March 31, 2006

$
554.07


$
584.00



Mar 30, 2006


$
524.75



Jan 5, 2006


$
582.00



Mar 31, 2006Three months to June 30, 2006

$
627.71


$
725.00



May 12, 2006


$
567.00



Jun 20, 2006


$
613.50



Jun 30, 2006Three months to September 30, 2006

$
621.67


$
663.25



Jul 14, 2006


$
573.60



Sep 15, 2006


$
599.25



Sep 29, 2006Three months to December 31, 2006

$
613.21


$
648.75



Dec 1, 2006


$
560.75



Oct 6, 2006


$
635.70



Dec 29,
    2006(2
)Three months to March 31, 2007

$
649.82


$
685.75



Feb 26, 2007


$
608.40



Jan 10, 2007


$
661.75



Mar 30, 2007Three months to June 30, 2007

$
666.84


$
691.40



Apr 20, 2007


$
642.10



Jun 27, 2007


$
650.50



Jun 29, 2007Three months to September 30, 2007

$
680.13


$
743.00



Sep 28, 2007


$
648.75



Jul 06, 2007


$
743.00



Sep 28, 2007Three months to December 31, 2007

$
787.41


$
841.10



Nov 08, 2007


$
725.50



Oct 04, 2007


$
836.50



Dec 31,
    2007(2
)Three months to March 31, 2008

$
924.83


$
1,011.25



Mar 17, 2008


$
846.75



Jan 02, 2008


$
933.50



Mar 31, 2008Three months to June 30, 2008

$
896.29


$
946.00



Apr 17, 2008


$
853.00



May 01, 2008


$
930.25



Jun 30, 2008Three months to September 30, 2008

$
871.60


$
986.00



Jul 15, 2008


$
740.75



Sep 11, 2008


$
884.50



Sep 30, 2008Three months to December 31, 2008

$
796.52


$
903.50



Oct 08, 2008


$
712.50



Oct 24, 2008


$
865.00



Dec 31,
    2008(2
)Twelve months ended December 31, 2006

$
603.96


$
725.00



May 12, 2006


$
524.75



Jan 05, 2006


$
635.70



Dec 29, 2006Twelve months ended December 31, 2007

$
696.40


$
841.10



Nov 08, 2007


$
608.40



Jan 10, 2007


$
836.50



Dec 31, 2007Twelve months ended December 31, 2008

$
871.80


$
1,011.25



Mar 17, 2008


$
712.50



Oct 24, 2008


$
865.00



Dec 31, 2008November 12, 2004 to December 31, 2008

$
647.87


$
1,011.25



Mar 17, 2008


$
411.10



Feb 08, 2005


$
865.00



Dec 31, 2008     (1)
    
    The end of period gold price is the London PM Fix on the last
    business day of the period. This is in accordance with the
    Trust Indenture and the basis used for calculating the Net
    Asset Value of the Trust.(2)
    
    There was no London PM Fix on the last business day of December
    2006, 2007 and 2008. The London AM Fix on the last business day
    was $635.70, $836.50 and $865.00, respectively. The Net Asset
    Value of the Trust on December 31, 2006, 2007 and 2008 was
    calculated using the London AM Fix, in accordance with the
    Trust Indenture.    Cautionary
    Statement Regarding Forward-Looking Information and Risk
    Factors
    The value
    of the Shares relates directly to the value of the gold held by
    the Trust and fluctuations in the price of gold could materially
    adversely affect an investment in the Shares.
   16




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##### Table of Contents




    Global gold supply and demand, which is influenced by such
    factors as forward selling by gold producers, purchases made by
    gold producers to unwind gold hedge positions, central bank
    purchases and sales, and production and cost levels in major
    gold-producing countries such as South Africa, the United States
    and Australia;
    Global or regional political, economic or financial events and
    situations;
    Investors expectations with respect to the rate of
    inflation;
    Currency exchange rates;
    Interest rates; and
    Investment and trading activities of hedge funds and commodity
    funds.    The sale of gold by the Trust to pay expenses reduces the
    amount of gold represented by each Share on an ongoing basis
    irrespective of whether the trading price of the Shares rises or
    falls in response to changes in the price of gold.
      Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Disclosure controls and procedures.
  Internal control over financial
    reporting.
 17




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##### Table of Contents



PART II -
    OTHER INFORMATION:   Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits   18




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##### Table of Contents



SIGNATURES        
      
          *
    
    The Registrant is a trust and the persons are signing in their
    capacities as officers of World Gold Trust Services, LLC,
    the Sponsor of the Registrant. 19




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##### Table of Contents



EXHIBIT INDEX Pursuant
    to Item 601 of
    Regulation S-K
  Exhibit No.

Description of Exhibit31.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and
    15d-14(a)
    under the Securities Exchange Act of 1934, as amended, with
    respect to the Companys Quarterly Report on Form 10-Q for
    the quarter ended December 31, 2008.31.2

Certification of Chief Financial Officer pursuant to Rule
    13a-14(a) and 15d-14(a) under the Securities Exchange Act of
    1934, as amended, with respect to the Companys Quarterly
    Report on Form 10-Q for the quarter ended December 31, 2008.32.1

Certification of Principal Executive Officer pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002, with respect to the
    Companys Quarterly Report on Form 10-Q for the quarter
    ended December 31, 2008.32.2

Certification of Principal Financial Officer pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002, with respect to the
    Companys Quarterly Report on Form 10-Q for the quarter
    ended December 31, 2008.  20