U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 40-F



For the fiscal year ended December 31, 2010

Commission file number 001-34638


SPROTT PHYSICAL GOLD TRUST(Exact name of Registrant as specified in its charter)

Not Applicable (Translation of Registrant's Name into English (if applicable))

Province of Ontario, Canada(Province or other jurisdictionof incorporation or organization)

1040(Primary Standard IndustrialClassification CodeNumber (if applicable))

Not Applicable(I.R.S. Employer IdentificationNumber (if applicable))


Suite 2700, South TowerRoyal Bank Plaza200 Bay StreetToronto, OntarioCanada,
M5J 2J1

(Address and telephone number of Registrant's principal executive offices)

Anthony Tu-SekineSeward & Kissel LLP1200 G Street, NW Suite 350Washington, DC
20005(202) 737-8833

(Name, address (including zip code)and telephone number(including area code) of agent for service in the
United States)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredUnits

NYSE Arca


Securities 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



Indicate
the number of outstanding shares of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

97,049,573

Indicate
by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with
such Rule.

Yes

o

No

þ


Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(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

þ

No

o




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ANNUAL INFORMATION FORM

The
Annual Information Form of the Registrant for the fiscal year ended December 31, 2010 is filed as Exhibit 99.5 to this annual report on Form 40-F, and is
incorporated herein by reference.

AUDITED FINANCIAL STATEMENTS

The
Audited Financial Statements of the Registrant for the fiscal year ended December 31, 2010 are filed as Exhibit 99.6 to this annual report on Form 40-F, and
are incorporated herein by reference.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's
Discussion and Analysis for the fiscal year ended December 31, 2010 is filed as Exhibit 99.7 to this annual report on Form 40-F, and is
incorporated herein by reference.

CERTIFICATIONS

See
Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

As
of the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Registrant's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and
procedures were effective in ensuring that information required to be disclosed by the Registrant in reports that it files with or submits to the Securities and Exchange Commission is recorded,
processed, summarized and reported within the time periods required.

No
changes were made in the Registrant's internal control over financial reporting or in other factors during the period covered by this annual report on Form 40-F that have
materially affected or are reasonably likely to materially affect the Registrant's internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management's
report on internal control over financial reporting is filed as exhibit 99.8 to this annual report on Form 40-F, and is incorporated herein
by reference.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

The
attestation report of Ernst & Young LLP on management's internal control over financial reporting is filed as Exhibit 99.9 to this annual report on
Form 40-F, and is incorporated herein by reference.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

None.

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NOTICE PURSUANT TO REGULATION BTR

None.

AUDIT COMMITTEE FINANCIAL EXPERT

Pursuant
to the provisions of Rule 10A-3 of the Securities Act of 1934 and Rule 5.3 of NYSE Arca, the Registrant is not required to have an audit committee.

CODE OF ETHICS

Under
the applicable provisions of Rule 5.3 of NYSE Arca, the Registrant is not required to adopt, and the Registrant has not adopted, a code of ethics.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst &
Young LLP have been the auditors of the Registrant since its inception. The following table presents fees for professional services rendered by Ernst & Young LLP to
the Registrant for the audit of the Registrant's financial statements for the year ended December 31, 2010, and fees billed for other services rendered by Ernst & Young LLP,
during the period from January 1, 2010 to December 31, 2010. The Registrant did not incur any audit or audit related expenses in 2009. Certain audit related expenses associated with the
offering of the Registrant's units incurred in 2009 were paid by the Manager.

Year Ended December 31,
2010Audit Fees(1)

$
146,169Audit-related Fees(2)


0Tax Fees(3)


1,583All Other Fees(4)


0Total

$
147,752


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NOTES:

OFF-BALANCE SHEET ARRANGEMENTS

The
Registrant has no off-balance sheet arrangements as defined by Form 40-F under the Securities Act of 1934.

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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The
Registrant has no long-term contractual obligations to be disclosed pursuant to General Instruction B.12 of Form 40-F.

IDENTIFICATION OF THE AUDIT COMMITTEE

Pursuant
to the provisions of Rule 10A-3 of the Securities Act of 1934 and Rule 5.3 of NYSE Arca, the Registrant is not required to have an audit committee.

FORWARD-LOOKING STATEMENTS

A
number of statements in the documents incorporated by reference in this Form 40-F constitute "forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Please refer to disclosure under the heading "Cautionary Statement Regarding Forward-Looking Statements" in the Annual Information Form of the Registrant for the year
ended December 31, 2010, dated March 11, 2011, incorporated herein and forming an integral part of this document, for a discussion of risks, uncertainties and assumptions that could
cause actual results to vary from those forward-looking statements.

UNDERTAKING

The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

SIGNATURES

Pursuant
to the requirements of the Exchange Act, the Registrant 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.

SPROTT PHYSICAL GOLD TRUSTBy:

Sprott Asset Management L.P., by its general partner Sprott Asset Management LP Inc., as manager of Sprott Physical Gold TrustDate: March 11, 2011

By:

/s/ ERIC S. SPROTT Eric S. Sprott Chief Executive Officer


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EXHIBIT INDEX

99.1

Certificate of the Chief Executive Officer under Section 302 of theSarbanes-Oxley Act of 2002.99.2

Certificate of the Chief Financial Officer under Section 302 of theSarbanes-Oxley Act of 2002.99.3

Certificate of the Chief Executive Officer under Section 906 of theSarbanes-Oxley Act of 2002.99.4

Certificate of the Chief Financial Officer under Section 906 of theSarbanes-Oxley Act of 2002.99.5

Annual Information Form of the Registrant dated March 11, 2011.99.6

Audited financial statements of the Registrant and notes thereto and Auditors' Report thereon.99.7

Management's Discussion and Analysis of the Registrant for the year ended December 31, 2010 dated March 11, 2011.99.8

Management's Report on Internal Control Over Financial Reporting99.9

Attestation Report of Ernst & Young LLP99.10

Consent of Ernst & Young LLP, independent auditors of the Registrant.


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