SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


Amendment
No. 1


FORM
10-Q/A





x  QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended October 31, 2008





OR





o  TRANSITION
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from to





Commission
File Number:  0-13078


CAPITAL GOLD CORPORATION(Exact name of registrant as specified in its
      charter)
  DELAWARE
                                      
                                      13-3180530(State or other jurisdiction of
                                        incorporation or organization)
                                      
                                      (I.R.S. Employer
                                        Identification
No.)
 76 Beaver
      Street, 14thfloor, New York, NY 10005(Address of principal executive
offices)


Registrant’s
telephone number, including area code:      (212)
344-2785


(Former name, former address and former fiscal
      year, if changed since last
report)







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           o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):


Large accelerated filer
                            o
                            Accelerated
      filer
                            xNon-accelerated filer
                            o
                            Smaller
      reporting company
                            o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x





Indicate
the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.




Class
                                      
                                      Outstanding at December  1, 2008Common
      Stock, par value $.0001 per share
                                      193,124,826







EXPLANATORY
NOTE




We are
filing this Form 10-Q/A (the "Amended Filing") to amend our Form 10-Q for the
fiscal quarter ended October 31, 2008, originally filed with the Securities and
Exchange Commission on January 16, 2009 (the "Original Filing"), to indicate on
the cover page that we are an accelerated filer and to correct errors in Part I,
Item 4 Controls and Procedures.




The
Amended Filing is limited in scope to such item and does not amend, update, or
change any other items or disclosures contained in the Original Filing.
Accordingly, other items that remain unaffected are omitted in this filing.
Except as described in this paragraph, we do not purport by this Amended Filing
to update any of the information contained in the Original Filing.




Item
4. Controls and
Procedures.





The term "disclosure controls and
procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  This term
refers to the controls and procedures of a company that are designed not only to
ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized, and
reported within the required time periods but also ensure that information
required to be disclosed is accumulated and communicated to the Chief Executive
Officer and our Chief Financial Officer to allow timely decisions regarding
required disclosure.  In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.  Our Chief Executive Officer and our Chief Financial
Officer have evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this quarterly
report.  They have concluded that, as of that date, our disclosure
controls and procedures were effective.





No change in our internal control over
financial reporting occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





Item 6.
              
              Exhibits.31.1
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the
      Company's Chief Executive
Officer.


31.2
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the
      Company's Chief Financial Officer.








SIGNATURES








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 thereto
duly authorized.








CAPITAL GOLD
      CORPORATION
                  RegistrantBy:
                /s/ Gifford
      A.  DieterleGifford
      A.  DieterlePresident/Treasurer



















Date:  February
13, 2009