UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM 10-K/A


(Amendment
No. 1)







x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2008o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period from
                  
      to




Commission file
number 333-129321




GOLD
RESOURCE CORPORATION


(Exact
name of registrant as specified in its charter)




Colorado
            
            84-1473173(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)222
      Milwaukee Street, Suite 301, Denver, CO
            
            80206(Address
      of principal executive offices)
            
            (Zip
      Code)






(303)
320-7708


(Registrant's
telephone number, including area code)






Securities
registered pursuant to Section 12(b) of the Act:  None




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






Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o  
No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes 
xNo o





Indicate
by check mark whether the issuer (1) filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes x  
 Noo




Indicate
by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
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-K or any amendment to this Form 10-K.   x













Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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.


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




The
aggregate market value of the Common Stock of Gold Resource Corporation held by
non-affiliates as of the last business day of the registrant's most recently
completed second fiscal quarter was $118,606,778.





As of
April 13, 2009, there were 41,095,489 shares of Common Stock
outstanding.













DOCUMENTS INCORPORATED BY
REFERENCE:  None.















Explanatory
Note




Gold
Resource Corporation (“we,” “us,” “our” or the “Company”) is filing this
Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2008,
which was originally filed with the Securities and Exchange Commission (the
“SEC”) on April 15, 2009.  This Amendment No. 1 amends and restates
Item 9A “Controls and Procedures” of Part II of Form 10-K as to our assessment
of our disclosure controls and procedures and internal control over financial
reporting, and includes the report for the audit of internal
control over financial reporting of Stark Winter Schenkein & Co., LLP, the
Company’s independent registered public accounting firm, and their revised audit
opinion  which updatestheir reference to the new
report for the audit of internal control over financial reporting, included in
Item 8 “Consolidated Financial Statements and Supplementary Data” of Part II of
Form 10-K.  The only changes to the material included in Item 8 were
the changes to the reports of Stark Winter Schenkein & Co., LLP referred to
above.  Except as described above, Amendment No. 1 does not amend any other
item of the Form 10-K and does not modify or update in any way the disclosures
contained in the original filing on Form 10-K. Accordingly, this Amendment No. 1
to Form 10-K should be read in conjunction with the Form 10-K and the Company’s
subsequent reports filed with the SEC.





New
certifications of our principal executive officer and principal financial
officer are included as exhibits to this amendment.

























PART
II






ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA







MANAGEMENT'S
REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.





The
Securities Exchange Act of 1934 defines internal control over financial
reporting in Rules 13a-15(f) and 15d-15(f) as a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:





-
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and disposition of
  assets;




-
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of management and our
      directors; and




-
            Provide
      reasonable assurance regarding prevention and timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our financial
statements.




Internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems that are determined to be
effective provide only reasonable assurance with respect to financial statement
preparation and presentation.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting
based on criteria for effective internal control over financial reporting
described in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.





Based on
its assessment, management concluded that we maintained effective internal
control over financial reporting as of December 31, 2008.  Management's assessment of the
effectiveness of our internal control over financial reporting as of
December 31, 2008 has been audited by Stark Winter Schenkein & Co.,
LLP, an independent registered public accounting firm, as stated in their report
which appears herein.














REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors and Shareholders


Gold
Resource Corporation


Denver,
Colorado





We have
audited Gold Resource Corporation’s internal control over financial reporting as
of December 31, 2008, based on criteria established in Internal Control – Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  Gold Resource Corporation’s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management’s Report on Internal Controls
over Financial Reporting.  Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects.  Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on
the assessed risk.  Our audit also included performing such other
procedures as we considered necessary in the circumstances.  We
believe that our audit provides a reasonable basis for our opinion.





A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A company’s internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.   Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.





In our
opinion, Gold Resource Corporation maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2008,
based on criteria established in Internal Control – Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).





We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets and the related
consolidated statements of operations, changes in stockholders’ equity, and cash
flows of Gold Resource Corporation, and our report dated April 9, 2009 expressed
an unqualified opinion.











Denver,
Colorado


December
24, 2009




















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors and Shareholders
 Gold
Resource Corporation
 Denver,
Colorado
 
 We have
audited the accompanying consolidated balance sheets of Gold Resource
Corporation as of December 31, 2008 and 2007, and the related consolidated
statements of operations, changes in shareholders’ equity and cash flows for the
years ended December 31, 2008 and 2007, and the period August 24, 1998
(inception) to December 31, 2008. These consolidated financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based upon our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Gold Resource Corporation as
of December 31, 2008 and 2007, and the results of its operations and its cash
flows for the years ended December 31, 2008 and 2007, and the period August 24,
1998 (inception) to December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
 
 We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Gold Resource Corporation's internal control
over financial reporting as of December 31, 2008 based on criteria established
in Internal Control –
Integrated Frameworkissued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), and our report dated December 24, 2009
expressed an unqualified opinion.
 
 
 
 Denver,
Colorado
 April 9,
2009, except for Report on Internal Control over Financial
Reporting,
 dated
December 24, 2009
















ITEM 9A.
            CONTROLS
      AND PROCEDURES





(a)           We
maintain a system of controls and procedures designed to ensure that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported, within time periods specified in the SEC’s rules and forms and to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act of 1934, as amended, is
accumulated and communicated to our management, including our Chief Executive
Officer and Principal Financial Officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.  As of December 31, 2008, under the supervision and with
the participation of our Chief Executive Officer and Principal Financial
Officer, management has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures.  Based on that evaluation,
the Chief Executive Officer and the Principal Financial Officer concluded that
our disclosure controls and procedures were effective.





(b)           There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2008 that materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.








PART
IV





ITEM 15.  EXHIBITS, FINANCIAL STATEMENT
SCHEDULES





The
following exhibits are filed with this report:





Item No.
            
            Description31.1
            
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William W.
      Reid.31.2
            
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Frank L.
      Jennings.32
            
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for William W.
      Reid and Frank L. Jennings.


















5





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.







GOLD
      RESOURCE CORPORATION/s/
      William W. ReidDated:
      December 24, 2009
            By:William
      W. Reid, Chairman of the Board, President and Chief Executive
      Officer

































EXHIBIT
INDEX








Item No.
              
              Description31.1
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William W.
      Reid.31.2
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Frank L.
      Jennings.32
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for William W.
      Reid and Frank L. Jennings.