**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**Form
      10-KSB/A**




**Amendment
      No. 2**




[ **X** ]  ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      fiscal year ended December 31, 2005





[_]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      transition period from _____________________ to
      _____________________





Commission
      file number  **000-32325**







**GMX
      RESOURCES INC.**


(Name
      of
      small business issuer in its charter)




**Oklahoma**
            
            **73-1534474**(State
                or other jurisdiction of incorporation)
            
            (I.R.S.
                Employer Identification No.)






**9400
      North Broadway, Suite 600, Oklahoma City, Oklahoma
      73114**


(Address
      of principal executive offices)





(Issuer's
      Telephone Number)  **(405)
      600-0711**





Securities
      registered under Section 12(b) of the Exchange Act:  **None**





Securities
      registered under Section 12(g) of the Exchange Act:





**Common
      Stock, $0.001 par value**


(Title
      of
      Class)







Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act  [_].





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. [ **X** ] Yes
      [_] No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB.  [_]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      126
      of the Exchange Act).   [_] Yes     [ **X** ]
      No




The
      issuer's revenue for the year ended December 31, 2005 was
      $19,192,704.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates on March 23, 2006 was $390.8 million. This amount was computed
      using closing price of the issuer's common stock on March 23, 2006 on the NASDAQ
      National Market.





As
      of
      March 28, 2006, the issuer had outstanding a total of 11,192,467 shares of
      its
      $0.001 par value Common Stock.





Documents
      incorporated by reference - **None**





Transitional
      Small Business Disclosure Format (Check one):  Yes
      [_]      No [ **X** ]











**EXPLANATORY
      NOTE**




This
      Amendment on Form 10-KSB/A constitutes Amendment No. 2 to the registrant's
      Annual Report on Form 10-KSB for the period ended December 31, 2005, which
      was
      filed with the SEC on March 31, 2006. The sole purpose of this Amendment No.
      2
      is to amend and restate Part II, Item 8A as set forth below.









**Item
      8A.**  **CONTROLS
      AND PROCEDURES**




**Controls
      and Procedures**





Our
      Principal Executive Officer and Principal Financial Officer have reviewed and
      evaluated the effectiveness of our disclosure controls and procedures (as
      defined in Exchange Act Rule 240.13a-15ec)) as of the end of the period covered
      by this report. Based on that evaluation, the Principal Executive Officer and
      the Principal Financial Officer have concluded that our current disclosure
      controls and procedures are effective to ensure that information required to
      be
      disclosed in the reports that we file or submit under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission's rules and forms. These disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit is accumulated and communicated to management,
      including the principal executive officer and the principal financial officer,
      as appropriate, to allow timely decisions regarding required
      disclosure.




**Changes
      in Internal Control Over Financial Reporting**





During
      the fourth quarter of 2005, no change occurred in our internal control over
      financial reporting that materially affected, or is likely to materially affect,
      our internal control over financial reporting.


































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**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




***GMX
              RESOURCES INC.***Date:      
              June 28, 2006
            By:
            /s/ Ken
              L.
              Kenworthy, Jr.Ken
              L. Kenworthy, Jr., President











Pursuant
      to the requirement of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.






**Signatures**
            
            **Title**
            
            **Date**/s/
                Ken L. Kenworthy, Jr.
            
            President
                and Director
            
            June
                28, 2006Ken L. Kenworthy, Jr.
              
              
              /s/
                Ken L. Kenworthy, Sr.
            
            (Principal
                  Executive Officer)
              Executive
                Vice President, Chief Financial Officer and Director
            
            June
                28, 2006Ken L. Kenworthy, Sr.
              /s/
                T. J. Boismier
            
            (Principal
                Financial and Accounting
                Officer)
              
              
              Director
            
            June
                28, 2006T. J. Boismier
              /s/
                Steven Craig
            
            Director
            
            June
                28, 2006Steven Craig
              
              
              /s/
                Jon W. McHugh
            
            Director
            
            June
                28, 2006Jon
              W. McHugh

















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