U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
40-F/A


(Amendment
No. 1)




(Check
One)




[   ]
Registration statement pursuant to Section 12 of the Securities Exchange Act of
1934




or




[X]
Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act
of 1934




For the
fiscal year ended December 31, 2008




Commission
file number 1-32895






PENN
WEST ENERGY TRUST


(Exact
name of registrant as specified in its charter)




Alberta,
      Canada
              (Province
      or other jurisdiction of incorporation or organization)
            1311
              (Primary
      Standard Industrial
              Classification
      Code Number (if applicable))
            Not
      applicable
              (I.R.S.
      Employer
              Identification
      Number (if Applicable))





200,
207 9th Avenue S.W. Calgary, Alberta, Canada T2P 1K3




(403)
777-2500




(Address
and Telephone Number of Registrant’s Principal Executive Offices)




DL
Services Inc., 1420 Fifth Avenue, Suite 3400, Seattle,
WA  98101


(206)
903-5448


(Name,
Address (Including Zip Code) and Telephone Number


(Including
Area Code) of Agent For Service in the United States)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act.




Title of each
      class
              Trust
      Units
            Name of each exchange
      on which registered
              New
      York Stock Exchange




Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  None




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:  None




For
annual reports, indicate by check mark the information filed with this
Form:




[X]
      Annual Information Form
            [X]
      Audited Annual Financial Statements


Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report:  242,663,164




Indicate
by check mark whether Penn West: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that Penn West was required to file such reports); and
(2) has been subject to such filing requirements for the past 90
days.




YesX _                                No___







EXPLANATORY
NOTE




Penn West
Energy Trust (“Penn West”) is filing this Amendment No. 1 to its Annual Report
on Form 40-F for the fiscal year ended December 31, 2008 (the “Form 40-F”) for
the purpose of correcting several typographical errors included in Penn West’s
Annual Information Form dated March 26, 2009 (the “Original AIF”), which was
filed as Exhibit 99.1 to the Form 40-F.  Penn West is amending the
Form 40-F in order to amend and restate Exhibit 99.1 thereto.




The
typographical errors that are being corrected by this Amendment No. 1 appear in
the table located on page 12 of Appendix A-3 of the Original AIF, under the
column heading "Proved Plus Probable Gross Reserves as at December 31, 2008" and
opposite the rows titled "Southern", "Central" and
"Northern".  Although the numbers themselves are correct: (i) the
proved plus probable gross reserves numbers for the "Southern" area incorrectly
appear opposite the "Northern" row heading; (ii) the proved plus probable gross
reserves numbers for the "Central" area incorrectly appear opposite the
"Southern" row heading; and (iii) the proved plus probable gross reserves
numbers for the "Northern" area incorrectly appear opposite the "Central" row
heading.  The total proved plus probable gross reserves numbers as at
December 31, 2008 in the table in the Original AIF are correct.




Other
than as expressly set forth above or contained herein, this Amendment No. 1 does
not, and does not purport to, update or restate the information in any Item of
the Form 40-F or reflect any events that have occurred after the Form 40-F was
initially filed.







UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS


A.
              Undertaking.


Penn West
undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the Securities and Exchange Commission (the
“Commission”) staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to:  the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said
securities.




B.
            Consent
      to Service of Process.




Penn West
has previously filed a Form F-X in connection with the class of securities in
relation to which the obligation to file this report arises.




Any
change to the name or address of the agent for service of process of Penn West
shall be communicated promptly to the Commission by an amendment to the Form F-X
referencing the file number of Penn West.




SIGNATURES




Pursuant
to the requirements of the Exchange Act, Penn West certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
on September 15, 2009.








PENN WEST ENERGY
      TRUST
              By:  Penn
      West Petroleum Ltd., its administrator
                
                By:           /s/
      William E.
      Andrew
                  Name:   William
      E. Andrew
                  Title:     Chief
      Executive Officer







EXHIBIT
INDEX





Exhibit
            Description99.1
            Revised
      Annual Information Form for the fiscal year ended December 31,
      200899.2*
            Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the fiscal year ended December 31, 200899.3*
            Consolidated
      Financial Statements for the fiscal year ended December 31,
      200899.4*
            Supplemental
      Note to the Consolidated Financial Statements relating to the
      reconciliation of Canadian and United States Generally Accepted Accounting
      Principles99.5
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 193499.6
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 193499.7*
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section
    135099.8*
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section
    135099.9*
            Consent
      of KPMG LLP99.10*
            Consent
      of GLJ Petroleum Consultants Ltd.99.11*
            Consent
      of Sproule Associates Limited






_________________________


*Previously
filed.