##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 000-32356
  SPDR®

    GOLD TRUST
 SPONSORED BY WORLD GOLD TRUST
    SERVICES, LLC
 (Exact name of registrant as
    specified in its charter)
  New York

81-6124035(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   c/o World
    Gold Trust Services, LLC
 424 Madison Avenue, 3rd Floor
 New York, New York 10017
 (212) 317-3800
   Securities registered pursuant to Section 12(b) of the
    Act:
  Name of each exchange(Title of each class)

on which registeredSPDR®

    GOLD Share

NYSE Arca, Inc.   Securities registered pursuant
    to Section 12(g) of the Act: None
  x o
  o x
  x o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer  x
    Accelerated
    filer  o
    Non-Accelerated
    filer  o
    Smaller reporting
    company  o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o x
          DOCUMENTS INCORPORATED BY REFERENCE: None




---



##### Table of Contents





FORWARD
    LOOKING STATEMENTS
  Form 10-K
   i




---



##### Table of Contents



TABLE OF
    CONTENTS
   
 PagePART I


1Item 1.


Business


1Strategy


1Overview of the Gold Industry


3Business of the Trust


14Strategy Behind the Shares


14The Sponsor


16The Trustee


18The Custodian


18The Marketing Agent


19Description of the Shares


22Custody of the Trusts Gold


23Description of the Custody
    Agreements


25Creation and Redemption of Shares


29Description of the
    Trust Indenture


35United States Federal Tax
    Consequences


45Item 1A.


Risk Factors


50Item 1B.


Unresolved Staff Comments


58Item 2.


Properties


58Item 3.


Legal Proceedings


58Item 4.


Submission of Matters to a Vote of Security
    Holders


58PART II


59Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


59Item 6.


Selected Financial Data


60Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


62Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


69Item 8.


Financial Statement and Supplementary Data


69Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


69Item 9A.


Controls and Procedures


69Item 9B.


Other Information


70




---



##### Table of Contents



PagePART III


72Item 10.


Directors and Executive Officers of the
    Registrant


72Item 11.


Executive Compensation


72Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


72Item 13.


Certain Relationships and Related Transactions
    and Director Independence


72Item 14.


Principal Accountant Fees and Services


73PART IV


74Item 15.


Exhibits and Financial Statement Schedules


74EX-4.1.2: AMENDMENT NO. 2 TO TRUST INDENTUREEX-4.2.2: AMENDMENT NO. 2 TO PARTICIPANT AGREEMENTSEX-10.1.3: AMENDMENT NO. 3 TO ALLOCATED BULLION ACCOUNT AGREEMENTEX-10.2.2: AMENDMENT NO. 2 TO UNALLOCATED BULLION ACCOUNT AGREEMENTEX-10.3.1: FORM OF AMENDMENT NO. 1 TO PARTICIPANT UNALLOCATED BULLION ACCOUNT AGREEMENTEX-10.6.2: AMENDMENT NO. 3 TO MARKETING AGENT AGREEMENTEX-10.8.1: AMENDMENT NO. 1 TO WGC/WGTS LICENSE AGREEMENTEX-10.12: SPDR SUBLICENSE AGREEMENTEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-23.2: CONSENT OF CARTER LEDYARD & MILBURN LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




---



##### Table of Contents



PART I  Item 1.
    Business  ® ®
 Strategy      Easily Accessible.
  Relatively Cost Efficient.
  Exchange Traded.
  Transparent.
  Operation of the Trust.
   1




---



##### Table of Contents



24-hour
 2




---



##### Table of Contents



Overview
    Of The Gold Industry  How Gold
    Travels from the Mine to the Customer
                Gold
    Supply and Demand
  Gold Survey
    2008
 3




---



##### Table of Contents




    Gold purchased or held as a store of value or monetary
    asset; and
    Gold purchased or held as a raw material or commodity.         4




---



##### Table of Contents



World
    Gold Supply and Demand (1998  2007)
  Gold Survey 2008.
  World
    Gold Supply and Demand,
    1998-2007
    (tonnes)
  1998


1999


2000


2001


2002


2003


2004


2005


2006


2007Mine production


2,574



2,602



2,618



2,645



2,618



2,621



2,493



2,548



2,486



2,476Official sector sales


363



477



479



520



547



620



479



663



370



481Old gold scrap


1,108



620



619



749



872



985



878



897



1,126



956Net producer hedging


97



506



(15
)


(151
)


(412
)


(289
)


(438
)


(92
)


(410
)


(446
)Total reported
    supply1


4,143



4,205



3,701



3,763



3,625



3,937



3,412



4,016



3,572



3,467Gold fabrication in carat jewellery


3,169



3,139



3,204



3,008



2,660



2,482



2,613



2,708



2,284



2,401Gold fabrication in electronics


226



247



283



197



206



233



262



281



308



311Gold fabrication in other industrial & decorative
    applications


103



99



99



97



83



81



84



88



91



92Gold fabrication in dentistry


64



66



69



69



69



67



68



62



61



58Retail investment


261



359



166



357



339



292



339



386



401



402Investment in Exchange Traded Funds and related
    products2


0



0



0



0



3



39



133



208



260



251Total identifiable
    demand1


3,824



3,911



3,821



3,727



3,359



3,194



3,498



3,733



3,405



3,515Supply less
    demand3


319



294



(120
)


36



265



743



(86
)


283



167



(48
)     (1)
    
    Figures may not add to totals
    due to independent rounding.(2)
    
    Including SPDR Gold Shares, Gold
    Bullion Securities (Jersey), Gold Bullion Securities
    (Australia), NewGold Gold Debentures, iShares Comex Gold Trust,
    Central Fund of Canada and Central Gold Trust.(3)
    
    This is the residual from
    combining all the other data in the table. The residual results
    from the fact that there is no reliable methodology for
    measuring all elements of gold supply and demand. It includes
    net institutional investment other than that in Exchange Traded
    Funds and similar products, movements in stocks and other
    elements together with any residual error.  Gold Survey 2008
  Sources
    of Gold Supply
  above-ground
  Mine
    production
       5




---



##### Table of Contents



Old gold
    scrap
    Official
    sector sales
     6




---



##### Table of Contents



(1)
    
    The Euro Area at the end of 2007
    comprised the following countries: Austria, Belgium, Finland,
    France, Germany, Greece, Ireland, Italy, Luxembourg, The
    Netherlands, Portugal, Slovenia, and Spain, plus the European
    Central Bank.    Net
    producer hedging
   7




---



##### Table of Contents



Sources
    of Gold Demand
      Jewelry
    Electronics,
    dentistry and other industrial and decorative
    applications
   8




---



##### Table of Contents



Retail
    investment
    Investment
    in Exchange Traded Funds and related products
    Operation
    of the Gold Bullion Market
    Global
    Over-The-Counter Market
  24-hour
       9




---



##### Table of Contents



24-hour
  The
    London Bullion Market
           10




---



##### Table of Contents



Futures
    Exchanges
    Other
    Exchanges
    Market
    Regulation
       11




---



##### Table of Contents



Analysis
    of Historical Movements in the Price of Gold
      Daily gold
    price -
    January 1, 1971 to September 30, 2008
  
 12




---



##### Table of Contents



Daily gold price
    -
    October 1, 2003 to September 30, 2008
  
  20-year
     13




---



##### Table of Contents



mid-$900s mid-$700s.
 Business
    of the Trust   Strategy
    Behind the Shares   14




---



##### Table of Contents



License
    Agreement
    Trust Expenses
         15




---



##### Table of Contents



Fee
    Reduction
   The
    Sponsor   16




---



##### Table of Contents



The
    Sponsors Role
         17




---



##### Table of Contents



The
    Trustee    The
    Trustees Role
         The
    Custodian   18




---



##### Table of Contents



The
    Custodians Role
         The
    Marketing Agent    The
    Marketing Agents Role
  ®
   19




---



##### Table of Contents




    10% of such value, but such payment will be made only if the
    Trusts average assets under management do not exceed
    $1.25 billion for the 30 day period prior to the end
    of the first year of the Trusts operations;
    20% of such value, but such payment will be made only if the
    Trusts average assets under management do not exceed
    $2.25 billion for the 30 day period prior to the end
    of the third year of the Trusts operations; and
    30% of such value, but such payment will be made only if the
    Trusts average assets under management do not exceed
    $3.0 billion for the 30 day period prior to the end of
    the fifth year of the Trusts operations.   20




---



##### Table of Contents



License
    Agreement with the Marketing Agent
      SPDR
    Sublicense Agreement
  ®
     21




---



##### Table of Contents



Description
    of the Shares  General
    Description
    of Limited Rights
    Distributions
    Voting
    and Approvals
  2 3 2 3
  Redemption
    of the Shares
    Book-Entry
    Form
   22




---



##### Table of Contents



Custody
    of the Trusts Gold             23




---



##### Table of Contents



Allocated
    Accounts
    Unallocated
    Accounts
   24




---



##### Table of Contents



Transfers
    of Gold
     Description
    of the Custody Agreements    Reports
   25




---



##### Table of Contents



Subcustodians
    Location
    and Segregation of Gold; Access
       26




---



##### Table of Contents



Transfers
    into the Trust Unallocated Account
    Transfers
    from the Trust Unallocated Account
      Transfers
    into the Trust Allocated Account
    Transfers
    from the Trust Allocated Account
    Withdrawals
    of Gold Directly from the Trust Allocated Account
   27




---



##### Table of Contents



Right to
    Refuse Transfers or Amend Transfer Procedures
    Fees and
    Expenses
      Trust Unallocated
    Account Credit and Debit Balances
    Exclusion
    of Liability
     28




---



##### Table of Contents



Indemnity
    Insurance
    Force
    Majeure
    Termination
      Governing
    Law
   Creation
    and Redemption of Shares   29




---



##### Table of Contents



30




---



##### Table of Contents



Creation
    Procedures
   31




---



##### Table of Contents



Determination
    of Required Deposits
        Delivery
    of Required Deposits
     32




---



##### Table of Contents



Rejection
    of Purchase Orders
    
    It determines that the purchase order or the Creation Basket
    Deposit is not in proper form;
    The Sponsor believes that the purchase order or the Creation
    Basket Deposit would have adverse tax consequences to the Trust
    or its Shareholders;
    The acceptance or receipt of the Creation Basket Deposit would,
    in the opinion of counsel to the Sponsor, be unlawful; or
    Circumstances outside the control of the Trustee, the Sponsor or
    the Custodian make it, for all practical purposes, not feasible
    to process creations of Baskets.    Redemption Procedures
      Determination
    of Redemption Distribution
   33




---



##### Table of Contents



Delivery
    of Redemption Distribution
        Suspension
    or Rejection of Redemption Orders
   34




---



##### Table of Contents



Creation
    and Redemption Transaction Fee
    Tax
    Responsibility
   Description
    of the Trust Indenture    The
    Sponsor
    Liability
    of the Sponsor and Indemnification
     35




---



##### Table of Contents



Resignation
    of the Sponsor; Successor Sponsors
        The
    Trustee
   36




---



##### Table of Contents



Qualifications
    of the Trustee
    General
    Duty of Care of Trustee
    Limitation
    on Trustees Liability
    Trustees
    Liability for Custodial Services and Agents
    Taxes
   37




---



##### Table of Contents



Indemnification
    of the Trustee
    Indemnity
    for Actions Taken to Protect the Trust
    Protection
    for Amounts Due to Trustee
    Holding
    of Trust Property Other than Gold
      Resignation,
    Discharge or Removal of Trustee; Successor Trustees
   38




---



##### Table of Contents



2 3
            The
    Custodian and Custody of the Trusts Gold
       39




---



##### Table of Contents



Appointment
    and Removal of Custodians
    Valuation
    of Gold, Definition of Net Asset Value and Adjusted Net Asset
    Value
         40




---



##### Table of Contents



Expenses
    of the Trust
    Trustees
    Fee and Expenses
    Sponsors
    Fee and Expenses
    Other
    Expenses
    
    Expenses of custody, deposit or delivery of gold (other than
    expenses borne by Authorized Participants) and disbursements
    charged by and indemnification due any Custodian;
    Fees of the Trustee for extraordinary services;
    Various taxes and governmental charges and any taxes, fees and
    charges payable by the Trustee with respect to the creation or
    redemption of Baskets;
    Expenses and costs of any action taken by the Trustee or the
    Sponsor to protect the Trust and the rights and interests of
    Shareholders; 41




---



##### Table of Contents




    Amounts for indemnification of the Trustee or the Sponsor as
    permitted under the Trust Indenture;
    Amounts for reimbursement in respect of certain claims described
    under Risk FactorsThe Trusts obligation to
    reimburse the Marketing Agent, the Authorized Participants and
    certain parties . . .
    Expenses incurred in contacting Shareholders;
    Legal and auditing expenses, and the compensation paid to agents
    properly employed by or on behalf of the Trustee;
    Fees paid to DTC for custody of the Shares;
    Federal and state annual fees in keeping the registration of the
    Shares on a current basis for the issuance of Baskets;
    Expenses of the Sponsor relating to the printing and
    distribution of marketing materials describing the Trust and the
    Shares;
    Fees and expenses of the Marketing Agent; and
    Stationery, postage and all other out-of-pocket expenses of the
    Trust not otherwise stated above incurred by the Trustee, the
    Sponsor or the Custodian or any additional or successor
    custodian pursuant to actions permitted or required under the
    Trust Indenture.  Sales of
    Gold
        Cash
    Account and Reserve Account
   42




---



##### Table of Contents



The
    Securities Depository; Book-Entry-Only System; Global
    Security
            and/or
   43




---



##### Table of Contents



Share
    Splits
    Books and
    Records
          Fiscal
    Year
    Termination
    of the Trust
  2 3
    
    DTC is unwilling or unable to perform its functions under the
    Trust Indenture and the Sponsor determines that no suitable
    replacement is available;
    The Shares are de-listed from NYSE Arca and are not listed for
    trading on another U.S. national securities exchange or through
    the Nasdaq Stock Market within five business days from the date
    the Shares are de-listed;
    The NAV of the Trust remains less than $50 million for a
    period of 50 consecutive business days;
    The Sponsor is unable to perform its duties or becomes bankrupt
    or insolvent and the Trustee has not appointed a successor and
    has not itself agreed to act as sponsor of the Trust;
    The Sponsor resigns and the Trustee has not appointed a
    successor and has not itself agreed to act as sponsor of the
    Trust within 60 days from the resignation notification date;
    The Trustee resigns or is removed and no successor trustee is
    appointed by the Sponsor within 60 days from the
    resignation or removal notification date; 44




---



##### Table of Contents




    The Custodian resigns and no successor custodian is employed
    within 60 days from the resignation notification date;
    The sale of all of the Trusts assets;
    The Trust fails to qualify for treatment, or ceases to be
    treated, for U.S. federal income tax purposes, as a grantor
    trust; or
    The maximum period for which the Trust is allowed to exist under
    New York law ends.    Amendments
    Governing
    Law; Consent to New York Jurisdiction
   United
    States Federal Tax Consequences   45




---



##### Table of Contents




    An individual who is treated as a citizen or resident of the
    United States for U.S. federal income tax purposes;
    A corporation created or organized in or under the laws of the
    United States or any political subdivision thereof;
    An estate, the income of which is includible in gross income for
    U.S. federal income tax purposes regardless of its
    source; or
    A trust, if a court within the United States is able to exercise
    primary supervision over the administration of the trust and one
    or more U.S. persons have the authority to control all
    substantial decisions of the trust.    Taxation
    of The Trust
    Taxation
    of U.S. Shareholders
     46




---



##### Table of Contents



and/or
  Maximum
    28% Long-Term Capital Gains Tax Rate for U.S. Shareholders Who
    are Individuals
   47




---



##### Table of Contents



Brokerage
    Fees and Trust Expenses
      Investment
    by Regulated Investment Companies
    Investment
    by Certain Retirement Plans
    United
    States Information Reporting and Backup Withholding for U.S. and
    Non-U.S. Shareholders
     48




---



##### Table of Contents



Income
    Taxation of Non-U.S. Shareholders
    Estate
    and Gift Tax Considerations for Non-U.S. Shareholders
        Taxation
    in Jurisdictions Other than the United States
    ERISA and
    Related Considerations
  and/or and/or
 49




---



##### Table of Contents



Item 1A.
    Risk
    Factors  You should consider carefully the risks described below
    before making an investment decision. You also
    refer to the other information included in this report,
    including the Trusts financial statements and the related
    notes.
  The value of the Shares relates directly to the value of
    the gold held by the Trust and fluctuations in the price of gold
    could materially adversely affect an investment in the
    Shares.
    
    Global gold supply and demand, which is influenced by such
    factors as forward selling by gold producers, purchases made by
    gold producers to unwind gold hedge positions, central bank
    purchases and sales, and production and cost levels in major
    gold-producing countries such as South Africa, the United States
    and Australia;
    Global or regional political, economic or financial events and
    situations;
    Investors expectations with respect to the rate of
    inflation;
    Currency exchange rates;
    Interest rates; and
    Investment and trading activities of hedge funds and commodity
    funds.   50




---



##### Table of Contents



The Shares may trade at a price which is at, above or
    below the NAV per Share and any discount or premium in the
    trading price relative to the NAV per Share may widen as a
    result of non-concurrent trading hours between the COMEX and
    NYSE Arca.
    The sale of gold by the Trust to pay expenses will reduce
    the amount of gold represented by each Share on an ongoing basis
    irrespective of whether the trading price of the Shares rises or
    falls in response to changes in the price of gold.
      The sale of the Trusts gold to pay expenses at a
    time of low gold prices could adversely affect the value of the
    Shares.
    Crises may motivate large-scale sales of gold which could
    decrease the price of gold and adversely affect an investment in
    the Shares.
    Purchasing activity in the gold market associated with the
    purchase of Baskets from the Trust may cause a temporary
    increase in the price of gold. This increase may adversely
    affect an investment in the Shares.
   51




---



##### Table of Contents



Shareholders do not have the protections associated with
    ownership of shares in an investment company registered under
    the Investment Company Act of 1940 or the protections afforded
    by the Commodity Exchange Act of 1936 or CEA.
    The Trust may be required to terminate and liquidate at a
    time that is disadvantageous to Shareholders.
    Redemption orders are subject to postponement, suspension
    or rejection by the Trustee under certain circumstances.
    Shareholders do not have the rights enjoyed by investors
    in certain other vehicles.
   52




---



##### Table of Contents



An investment in the Shares may be adversely affected by
    competition from other methods of investing in gold.
    Substantial sales of gold by the official sector could
    adversely affect an investment in the Shares.
    When the seven year fee reduction period terminates or
    expires, the estimated ordinary expenses payable by the Trust
    may increase, thus reducing the NAV of the Trust more rapidly
    and adversely affecting an investment in the Shares.
       53




---



##### Table of Contents



The Trusts gold may be subject to loss, damage,
    theft or restriction on access.
    The Trust may not have adequate sources of recovery if its
    gold is lost, damaged, stolen or destroyed and recovery may be
    limited, even in the event of fraud, to the market value of the
    gold at the time the fraud is discovered.
         54




---



##### Table of Contents



and/or
      Gold bullion allocated to the Trust in connection with the
    creation of a Basket may not meet the London Good Delivery
    Standards and, if a Basket is issued against such gold, the
    Trust may suffer a loss.
    Because neither the Trustee nor the Custodian oversees or
    monitors the activities of subcustodians who may temporarily
    hold the Trusts gold until transported to the
    Custodians London vault, failure by
 55




---



##### Table of Contents



the subcustodians to exercise due care in the safekeeping
    of the Trusts gold could result in a loss to the
    Trust.
        The ability of the Trustee and the Custodian to take legal
    action against subcustodians may be limited, which increases the
    possibility that the Trust may suffer a loss if a subcustodian
    does not use due care in the safekeeping of the Trusts
    gold.
    Gold held in the Trusts unallocated gold account and
    any Authorized Participants unallocated gold account will
    not be segregated from the Custodians assets. If the
    Custodian becomes insolvent, its assets may not be adequate to
    satisfy a claim by the Trust or any Authorized Participant. In
    addition, in the event of the Custodians insolvency, there
    may be a delay and costs incurred in identifying the bullion
    held in the Trusts allocated gold account.
   56




---



##### Table of Contents



In issuing Baskets, the Trustee relies on certain
    information received from the Custodian which is subject to
    confirmation after the Trustee has relied on the information. If
    such information turns out to be incorrect, Baskets may be
    issued in exchange for an amount of gold which is more or less
    than the amount of gold which is required to be deposited with
    the Trust.
    The Trusts obligation to reimburse the Marketing
    Agent, the Authorized Participants and certain parties connected
    with its initial public offering of 2,300,000 Shares for
    certain liabilities in the event the Sponsor fails to indemnify
    such parties could adversely affect an investment in the
    Shares.
   57




---



##### Table of Contents



Competing claims over ownership of intellectual property
    rights related to the Trust could adversely affect the Trust and
    an investment in the Shares.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   58




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      High


LowFiscal Year Ended September 30, 2008:Quarter EndedDecember 31, 2007

$
82.94


$
71.90March 31, 2008

$
99.22


$
84.75June 30, 2008

$
93.26


$
83.97September 30, 2008

$
96.18


$
73.13   High


LowFiscal Year Ended September 30, 2007:Quarter EndedDecember 31, 2006

$
64.39


$
56.37March 31, 2007


68.10


$
60.17June 30, 2007

$
68.70


$
63.62September 30, 2007

$
73.51


$
64.42   Monthly
    Share Price
    Month

High


LowMay 2008

$
91.96


$
83.97June 2008

$
91.40


$
85.54July 2008

$
96.18


$
89.52August 2008

$
89.57


$
77.63September 2008

$
89.60


$
73.13October 2008

$
89.90


$
70.65November 2008 (through November 18, 2008)

$
75.45


$
70.00   Issuer
    Purchase of Equity Securities
   59




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Financial
    Highlights
  Nov 12, 2004(Date ofInception)Year ended


Year ended


Year ended


through(Amounts in 000s of US$)

Sept 30, 2008


Sept 30, 2007


Sept 30, 2006


Sept 30, 2005Total gain on gold

$
2,036,135


$
353,110


$
159,338


$
1,831Net Gain/(Loss)


1,965,562



313,442



135,210



(5,965
)Net cash flows from operating activities

$
0


$
0


$
0


$
0   Statements
    of Operation Data:
  Nov 12, 2004(Date ofInception)Year ended


Year ended


Year ended


through(Amounts, except per share, are in 000s of US$)

Sept 30, 2008


Sept 30, 2007


Sep-30, 2006


Sept 30, 2005REVENUESProceeds from sales of gold

$
68,188


$
37,965


$
22,551


$
6,680Cost of gold sold to pay expenses


(50,202
)


(31,057
)


(18,213
)


(6,737
)Gain/(Loss) on gold sold to pay expenses


17,986



6,908



4,338



(57
)Gain on gold distributed for the redemption of shares


2,018,149



346,202



155,000



3,679Diminution in value of investment in gold














(1,791
)Total Gain on gold


2,036,135



353,110



159,338



1,831EXPENSESCustody fees


12,307



7,202



5,146



1,952Trustee fees


2,000



1,891



1,206



444Sponsor fees


25,472



14,476



8,286



2,225Marketing agent fees


25,472



14,476



8,286



2,225Other expenses


5,322



1,623



1,204



950Total expenses


70,573



39,668



24,128



7,796Net Gain/(Loss)

$
1,965,562


$
313,442


$
135,210


$
(5,965
)Net Gain/(Loss) per share

$
9.60


$
2.05


$
1.30


$
(0.11
)Weighted average number of shares


204,762



152,872



104,262



52,130  60




---



##### Table of Contents



Statements
    of Condition Data:
  Sep-30,


Sep-30,(Amounts in 000s of US$, except for share data)

2008


2007ASSETSInvestment in Gold, at
    cost(1)

$
16,878,554


$
10,644,489Gold Receivables


897,184



Total Assets

$
17,775,738


$
10,644,489LIABILITIESTotal Liabilities

$
6,782


$
4,396Commitments and Contingencies






Redeemable Shares:Shares at redemption value to
    investors(2)


21,471,084



13,803,588Shareholders Deficit


(3,702,128
)


(3,163,495
)Total Liabilities, Redeemable Shares &
    Shareholders Deficit

$
17,775,738


$
10,644,489     (1)
    
    The Market value of Investments in Gold was $20,580,682 at
    September 30, 2008 and $13,807,984 at September 30,
    2007.(2)
    
    Authorized share capital is unlimited and share par value is
    $0.00. Shares issued and outstanding: 246,500,000 at
    September 30, 2008; and 187,900,000 at September 30,
    2007. 61




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Trust Overview
      Daily gold price
    - October 1, 2003 to September 30, 2008
  
  Valuation
    of Gold, Definition of Net Asset Value and Adjusted Net Asset
    Value
     62




---



##### Table of Contents



Sep-30,


Sep-30,(Amount in 000s of US$)

2008


2007Investment in gold  average cost

$
16,878,554


$
10,644,489Unrealized gain on investment in gold

$
3,702,128


$
3,163,495Gold holdings  market value

$
20,580,682


$
13,807,984   Critical
    Accounting Policy
  Valuation
    of Gold
    Review of
    Financial Results
  Financial Highlights

For the


For the


For the(All amounts in the following table and the subsequent
    paragraph, except

year ended


year ended


year endedper share, are in 000s of US$)

Sept 30, 2008


Sept 30, 2007


Sept 30, 2006Total gain on gold

$
2,036,135


$
353,110


$
159,338Net Gain

$
1,965,562


$
313,442


$
135,210Net cash flows from operating activities

$
0


$
0


$
0    63




---



##### Table of Contents



Selected
    Supplemental Data
  Sept-30


Sept-30


Sept-30,(All amounts, except per ounce and per share, are in
    000s)

2008


2007


2006Ounces of Gold:Opening Balance


18,584.1



12,422.5



6,669.3Creations (excluding gold receivable at September 30,
    2008 - 1,014.3 and at September 30, 2007 and 2006 - nil)


13,491.8



9,121.7



6,805.2Redemptions


(8,728.6
)


(2,901.7
)


(1,013.6
)Sales of gold


(79.1
)


(58.4
)


(38.4
)Closing Balance


23,268.2



18,584.1



12,422.5Gold price per ounce  London PM fix


884.50



743.00


$
599.25Market value of gold holdings


20,580,682



13,807,984


$
7,444,182Number of Shares:Opening Balance


187,900



125,100



66,900Creations


147,100



92,100



68,400Redemptions


(88,500
)


(29,300
)


(10,200
)Closing Balance


246,500



187,900



125,100Net Asset Value per share:Creations


87.72



65.52


$
55.56Redemptions


87.46



(65.03
)

$
(63.48
)Net Gain/(Loss) for the period


9.60



2.05


$
1.30At Period End


87.10



73.46


$
59.48Shares at redemption value to investors at Period End


21,471,084



13,803,588


$
7,441,489Change in Redemption Value over the period


55.5
%


85.5
%


135.9
%% Difference between Net Asset Value per share and market
    value of ounces represented by each share


(0.032
)%


(0.032
)%


(0.036
)%   Results
    of Operations
      Cash Flow
    from Operations
   64




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Cash
    Resources and Liquidity
    Analysis
    of Movements in the Price Of Gold
      Daily gold price
    - October 1, 2003 to September 30, 2008
 
   65




---



##### Table of Contents



LastEnd of


businessPeriod

Average


High


Date


Low


Date


period


day(1)Three months to December 31, 2005

$
484.97


$
536.50



Dec 12, 2005


$
456.50



Nov 07, 2005


$
513.00



Dec 30, 2005
(2)Three months to March 31, 2006

$
554.07


$
584.00



Mar 30, 2006


$
524.75



Jan 05, 2006


$
582.00



Mar 31, 2006Three months to June 30, 2006

$
627.71


$
725.00



May 12, 2006


$
567.00



Jun 20, 2006


$
613.50



Jun 30, 2006Three months to September 30, 2006

$
621.67


$
663.25



Jul 14, 2006


$
573.60



Sep 15, 2006


$
599.25



Sep 29, 2006Three months to December 31, 2006

$
613.67


$
648.75



Dec 01, 2006


$
560.75



Oct 06, 2006


$
635.70



Dec 29, 2006
(2)Three months to March 31, 2007

$
649.82


$
685.75



Feb 26, 2007


$
608.40



Jan 10, 2007


$
661.75



Mar 30, 2007Three months to June 30, 2007

$
666.84


$
691.40



Apr 20, 2007


$
642.10



Jun 27, 2007


$
650.50



Jun 29, 2007Three months to September 30, 2007

$
680.13


$
743.00



Sep 28, 2007


$
648.75



Jul 06, 2007


$
743.00



Sep 28, 2007Three months to December 31, 2007

$
787.41


$
841.10



Nov 08, 2007


$
725.50



Oct 04, 2007


$
836.50



Dec 31, 2007
(2)Three months to March 31, 2008

$
924.83


$
1,011.25



Mar 17, 2008


$
846.75



Jan 02, 2008


$
933.50



Mar 31, 2008Three months to June 30, 2008

$
896.29


$
946.00



Apr 17, 2008


$
853.00



May 01, 2008


$
930.25



Jun 30, 2008Three months to September 30, 2008

$
871.60


$
986.00



Jul 15, 2008


$
740.75



Sep 11, 2008


$
884.50



Sep 30, 2008Twelve months ended September 30, 2006

$
572.29


$
725.00



May 12, 2006


$
456.50



Nov 07, 2005


$
599.25



Sep 29, 2006Twelve months ended September 30, 2007

$
652.60


$
743.00



Sep 28, 2007


$
560.75



Oct 06, 2006


$
743.00



Sep 28, 2007Twelve months ended September 30, 2008

$
869.50


$
1,011.25



Mar 17, 2008


$
725.50



Oct 04, 2007


$
884.50



Sep 30, 2008November 12, 2004 (the inception of the Trust) to
    September 30, 2008

$
638.18


$
1,011.25



Mar 17, 2008


$
411.10



Feb 08, 2005


$
884.50



Sep 30, 2008     (1)
    
    The end of period gold price is the London PM fix on the last
    business day of the period. This is in accordance with the
    Trust Indenture and the basis used for calculating the Net
    Asset Value of the Trust.(2)
    
    There was no London PM Fix on December 31, 2005, 2006 and
    2007. The London AM Fix on that date was $513.00, 635.70 and
    836.50, respectively. The Net Asset Value of the Trust on
    December 31, 2005, 2006 and 2007 was calculated using the
    London AM Fix, in accordance with the Trust Indenture. 66




---



##### Table of Contents



Quarterly
    Information
  Fiscal
    Period Ended September 30, 2008
  (All amounts except per share

Three Months Ended


Year toare in 000s of US$)

Dec-31, 2007


Mar-31, 2008


Jun-30, 2008


Sep-30, 2008


Sep-30, 2008REVENUESProceeds from sales of gold

$
13,945


$
16,919


$
17,506


$
19,818


$
68,188Cost of gold sold to pay expenses


(10,314
)


(11,389
)


(12,512
)


(15,987
)


(50,202
)Gain on gold sold to pay expenses


3,631



5,530



4,994



3,831



17,986Gain on gold distributed for the redemption of shares


126,202



602,018



616,014



673,915



2,018,149Diminution in value of investment in gold


















Total Gain on gold


129,833



607,548



621,008



677,746



2,036,135EXPENSESCustody fees


2,694



3,297



3,070



3,246



12,307Trustee fees


504



499



499



498



2,000Sponsor fees


5,908



6,920



6,347



6,297



25,472Marketing agent fees


5,908



6,920



6,347



6,297



25,472Other expenses


315



1,246



1,247



2,514



5,322Total expenses


15,329



18,882



17,510



18,852



70,573Net Gain

$
114,504


$
588,666


$
603,498


$
658,894


$
1,965,562Net Gain per share

$
0.59


$
2.84


$
3.04


$
3.02


$
9.60Weighted average number of shares


195,146



207,448



198,523



217,893



204,762  67




---



##### Table of Contents



Fiscal
    Year Ended September 30, 2007
  (All amounts except per share

Three Months Ended


Year toare in 000s of US$)

Dec-31, 2006


Mar-31, 2007


Jun-30, 2007


Sep-30, 2007


Sep-30, 2007REVENUESProceeds from sales of gold

$
8,045


$
9,101


$
10,282


$
10,537


$
37,965Cost of gold sold to pay expenses


(6,672
)


7,473



(8,188
)


(8,724
)


(31,057
)Gain on gold sold to pay expenses


1,373



1,628



2,094



1,813



6,908Gain on gold distributed for the redemption of shares


3,757



87,590



240,829



14,026



346,202Diminution in value of investment in gold


















Total Gain on gold


5,130



89,218



242,923



15,839



353,110EXPENSESCustody fees


1,538



1,752



1,872



2,040



7,202Trustee fees


415



476



497



503



1,891Sponsor fees


2,898



3,544



3,811



4,223



14,476Marketing agent fees


2,898



3,544



3,811



4,223



14,476Other expenses


557



308



311



447



1,623Total expenses


8,306



9,624



10,302



11,436



39,668Net Gain/(Loss)

$
(3,176
)

$
79,594


$
232,621


$
4,403


$
313,442Net Gain/(Loss) per share

$
(0.02
)

$
0.52


$
1.49


$
0.03


$
2.05Weighted average number of shares


135,146



151,647



156,214



168,491



152,872  68




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Item 8.
    Financial
    Statement and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures   Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Rule 13a-15(e).
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
   69




---



##### Table of Contents



Form 10-K,
    REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   ®
   ® Internal
    ControlIntegrated Framework
     70




---



##### Table of Contents



Internal ControlIntegrated Framework
    
     Item 9B.
    Other
    Information   71




---



##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Item 11.
    Executive
    Compensation    Years Ended September 30Recipient

2008


2007Custodian

$
12,306,399


$
7,202,111Trustee


2,000,000



1,891,235Sponsor


25,472,166



14,475,439Marketing Agent


25,472,166



14,475,439   Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management  (a)
    Security Ownership of Certain Beneficial
    Owners.  The following table sets forth shares as
    of September 30, 2008, information with respect to each
    person known to own beneficially more than 5% of the outstanding
    shares of the Trust:  Amount andNature ofBeneficial

Percent ofName and Address

Ownership

ClassNone






   (b)
    Security Ownership of Management.  The Trustee
    does not beneficially own any of the Trust shares. In various
    fiduciary capacities, The Bank of New York Mellon owned as of
    September 30, 2008, an aggregate of 29,346,154 shares
    with no right to vote any of these shares, nor did it share the
    right to vote any of these shares. The Bank of New York Mellon
    disclaims any beneficial interests in these shares.  (c)
    Change In Control.  Neither the Sponsor nor the
    Trustee knows of any arrangements which may subsequently result
    in a change in control of the Trust.  Directors
    and Executive Officers
    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence   72




---



##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Years Ended September 302008


2007Audit Fees

$
352,000


$
294,000Audit-related fees






Tax fees






All other fees






Total

$
352,000


$
294,000   Pre-Approved
    Policies and Procedures
   73




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  1.
    Financial
    Statement Page F-1
  2.
    Financial
    Statement Schedules   3.
    Exhibits  ExhibitNo.

Description4.1

Trust Indenture dated November 12, 2004, heretofore
    filed as Exhibit 4.1 to Amendment No. 1 to the Annual
    Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.4.1.1

Amendment No. 1 to Trust Indenture, heretofore filed
    as Exhibit 4.1 to Current Report on
    Form 8-K,
    File
    No. 001-32356,
    filed on December 13, 2007, and incorporated herein by
    reference.4.1.2

Amendment No. 2 to Trust Indenture, dated May 20,
    2008.4.2

Form of Participant Agreement heretofore filed as
    Exhibit 4.2 to the Trusts Registration Statement on
    Form S-1,
    File
    No. 333-105202,
    is incorporated by reference.4.2.1

Amendment No. 1 to Participant Agreements, heretofore filed
    as Exhibit 4.2 to Current Report on
    Form 8-K,
    File
    No. 001-32356,
    filed on December 13, 2007, and incorporated herein by
    reference.4.2.2

Amendment No. 2 to Participant Agreements, dated
    May 20, 2008.4.3

Sponsor Payment and Reimbursement Agreement, dated
    November 12, 2004, heretofore filed as Exhibit 4.3 to
    Amendment No. 1 to the Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.1

Allocated Bullion Account Agreement, dated November 12,
    2004, heretofore filed as Exhibit 10.1 to Amendment
    No. 1 to the Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.1.2

Amendment No. 2 to Allocated Bullion Account Agreement,
    heretofore filed as Exhibit 10.1 to Current Report on
    Form 8-K,
    File
    No. 001-32356,
    filed on December 13, 2007, and incorporated herein by
    reference.10.1.3

Amendment No. 3 to Allocated Bullion Account Agreement,
    dated May 20, 200810.2

Unallocated Bullion Account Agreement, dated November 12,
    2004, heretofore filed as Exhibit 10.2 to Amendment
    No. 1 to the Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.2.1

Amendment No. 1 to Unallocated Bullion Account Agreement,
    heretofore filed as Exhibit 10.2 to Current Report on
    Form 8-K,
    File
    No. 001-32356,
    filed on December 13, 2007, and incorporated herein by
    reference.10.2.2

Amendment No. 2 to Unallocated Bullion Account Agreement,
    dated May 20, 2008.10.3

Form of Participant Unallocated Bullion Account Agreement
    (included as Attachment B to the Form of Participant Agreement
    filed as Exhibit 4.2) heretofore filed as Exhibit 4.2
    to the Trusts Registration Statement on
    Form S-1,
    File
    No. 333-105202,
    is incorporated by reference.10.3.1

Form of Amendment No. 1 to Participant Unallocated Bullion
    Account Agreement, dated November 26, 2007.10.3.2

Form of Amendment No. 2 to Participant Unallocated Bullion
    Account Agreement, heretofore filed as Exhibit 10.3.1 to
    the Trusts Registration Statement on
    Form S-3,
    File
    No. 333-151056,
    filed on May 20, 2008, and incorporated herein by
    reference. 74




---



##### Table of Contents



ExhibitNo.

Description10.4

Depository Agreement, dated November 11, 2004, heretofore
    filed as Exhibit 10.4 to Amendment No. 1 to the Annual
    Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.5

License Agreement heretofore filed as Exhibit 10.5 to the
    Trusts Registration Statement on
    Form S-1,
    File
    No. 333-105202,
    is incorporated by reference.10.6

Marketing Agent Agreement, dated November 16, 2004,
    heretofore filed as Exhibit 10.6 to Amendment No. 1 to
    the Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.6.1

Amendment No. 2 to Marketing Agent Agreement, heretofore
    filed as Exhibit 10.6 to Current Report on
    Form 8-K,
    File
    No. 001-32356,
    filed on December 13, 2007, and incorporated herein by
    reference.10.6.2

Amendment No. 3 to Marketing Agent Agreement, dated
    May 20, 2008.10.7

WGTS Funding Agreement, dated October 27, 2004, heretofore
    filed as Exhibit 10.7 to Amendment No. 1 to the Annual
    Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.8

WGC/WGTS License Agreement, dated November 16, 2004,
    heretofore filed as Exhibit 10.8 to Amendment No. 1 to
    the Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.8.1

Amendment No. 1 to WGC/WGTS License Agreement, dated
    May 20, 2008.10.10

Marketing Agent Reimbursement Agreement, dated November 16,
    2004, heretofore filed as Exhibit 10.10 to Amendment
    No. 1 to the Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.11

Amendment No. 1 dated December 5, 2005 to the
    Allocated Bullion Account Agreement, heretofore filed as
    Exhibit 10.11 to Amendment No. 1 to the Annual Report
    on
    Form 10-K
    for the fiscal year ended September 30, 2007, dated
    October 10, 2008, and incorporated herein by reference.10.12

SPDR Sublicense Agreement, dated May 20, 2008.23.1

Consent of Deloitte & Touche LLP23.2

Consent of Carter Ledyard & Milburn LLP31.1

Certification of Chief Executive Officer Pursuant to Rule
    13a-14(a) and 15d-14(a) under the Securities Exchange Act of
    1934, as amended.31.2

Certification of Chief Financial Officer Pursuant to Rule
    13a-14(a) and 15d-14(a) under the Securities Exchange Act of
    1934, as amended.32.1

Certification of Principal Executive Officer Pursuant to Section
    1350 of the Sarbanes-Oxley Act of 200232.2

Certification of Principal Financial Officer Pursuant to Section
    1350 of the Sarbanes-Oxley Act of 2002  75




---



##### Table of Contents



SPDR®

    GOLD TRUST
  FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2008
  INDEX
 PageReport of Independent Registered Public
    Accounting Firm


F-2Statements of Condition at September 30,
    2008 and 2007


F-3Statements of Operations for the years ended
    September 30, 2008, 2007 and 2006


F-4Statements of Cash Flow for the years ended
    September 30, 2008, 2007 and 2006


F-5Statements of Changes in Shareholders
    Deficit for the years ended September 30, 2008, 2007 and
    2006


F-6Notes to the Financial Statements


F-7   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   ®
   ®
      Internal ControlIntegrated Framework
  
    F-2




---



##### Table of Contents



SPDR®

    GOLD TRUST
 Statements
    of Condition



at
    September 30, 2008 and 2007  Sep-30,


Sep-30,(Amounts in 000s of US$ except for Share data)

2008


2007ASSETSInvestment in Gold, at
    cost(1)

$
16,878,554


$
10,644,489Gold Receivable


897,184



Total Assets

$
17,775,738


$
10,644,489LIABILITIESAccounts payable to related parties

$
4,179


$
3,978Accounts payable


2,256



160Accrued expenses


347



258Total Liabilities


6,782



4,396Commitments and Contingencies






Redeemable Shares:Shares at redemption value to
    investors(2)


21,471,084



13,803,588Shareholders Deficit


(3,702,128
)


(3,163,495
)Total Liabilities, Redeemable Shares &
    Shareholders Deficit

$
17,775,738


$
10,644,489     (1)
    
    The market value of Investments in Gold at September 30,
    2008 is $20,580,682 and at September 30, 2007 is
    $13,807,984.(2)
    
    Authorized share capital is unlimited and shares par value is
    $0.00. Shares issued and outstanding at September 30, 2008
    246,500,000 and at September 30, 2007 187,900,000.  See notes to the financial statements.
 F-3




---



##### Table of Contents



SPDR®

    GOLD TRUST
  Statements
    of Operations  For the
    years ended September 30, 2008, 2007 and 2006
  Year ended


Year ended


Year ended(All amounts except per share in 000s of US$)

Sep-30, 2008


Sep-30, 2007


Sep-30, 2006REVENUESProceeds from sales of gold

$
68,188


$
37,965


$
22,551Cost of gold sold to pay expenses


(50,202
)


(31,057
)


(18,213
)Gain on gold sold to pay expenses


17,986



6,908



4,338Gain on gold distributed for the redemption of shares


2,018,149



346,202



155,000Diminution in value of investment in gold










Total Gain on gold


2,036,135



353,110



159,338EXPENSESCustody fees


12,307



7,202



5,146Trustee fees


2,000



1,891



1,206Sponsor fees


25,472



14,476



8,286Marketing agent fees


25,472



14,476



8,286Other expenses


5,322



1,623



1,204Total expenses


70,573



39,668



24,128Net Gain

$
1,965,562


$
313,442


$
135,210Net Gain per share

$
9.60


$
2.05


$
1.30Weighted average number of shares


204,762



152,872



104,262   See notes to the financial statements.
 F-4




---



##### Table of Contents



SPDR®

    GOLD TRUST
  Statements
    of Cash Flow  For the
    years ended September 30, 2008, 2007 and 2006
  Year ended


Year ended


Year ended(Amounts in 000s of US$)

Sep-30, 2008


Sep-30, 2007


Sep-30, 2006INCREASE/DECREASE IN CASH FROM OPERATIONS:Cash proceeds received from sales of gold

$
68,188


$
37,965


$
22,551Cash expenses paid


(68,188
)


(37,965
)


(22,551
)Increase/(Decrease) in cash resulting from operations










Cash and cash equivalents at beginning of period










Cash and cash equivalents at end of period

$



$



$
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:Value of gold received for creation of shares

$
12,903,805


$
6,034,380


$
3,800,308Value of gold distributed for redemption of
    shares  at average cost

$
5,722,355


$
1,559,060


$
492,482   Year ended


Year ended


Year ended(Amounts in 000s of US$)

Sep-30, 2008


Sep-30, 2007


Sep-30, 2006RECONCILIATION OF NET GAIN TO NET CASH PROVIDED BY OPERATING
    ACTIVITIES:Net Gain

$
1,965,562


$
313,442


$
135,210Adjustments to reconcile net gain to net cash provided by
    operating activitiesIncrease in gold assets


(6,234,065
)


(4,444,263
)


(3,289,613
)(Increase) in gold receivable


(897,184
)






Increase in accounts payable


2,386



1,703



1,577Increase/(decrease) in redeemable sharesCreations


12,903,805



6,034,380



3,800,308Redemptions


(7,740,504
)


(1,905,262
)


(647,482
)Net cash provided by operating activities

$



$



$
   See notes to the financial statements.
 F-5




---



##### Table of Contents



SPDR®

    GOLD TRUST
  Statements
    of Changes in Shareholders Deficit  For the
    years ended September 30, 2008, 2007 and 2006
  Sep-30,


Sep-30,


Sep-30,(Amounts in 000s of US$)

2008


2007


2006Shareholders Deficit  Opening Balance

$
(3,163,495
)

$
(1,243,956
)

$
(245,610
)Net Gain for the period


1,965,562



313,442



135,210Adjustment of Redeemable Shares to redemption value


(2,504,195
)


(2,232,981
)


(1,133,556
)Shareholders Deficit  Closing Balance

$
(3,702,128
)

$
(3,163,495
)

$
(1,243,956
)   See notes to the financial statements.
 F-6




---



##### Table of Contents



SPDR®

    GOLD TRUST
  Notes to
    the Financial Statements  1  Organization
  ®
  2  Significant
    accounting policies
    2.1  Valuation
    of Gold
      Sep-30


Sep-30,(Amounts in 000s of US$)

2008


2007Investment in gold  average cost

$
16,878,554


$
10,644,489Unrealized gain on investment in gold


3,702,128



3,163,495Investment in gold  market value

$
20,580,682


$
13,807,984     2.2  Gold
    receivable
    2.3  Creations
    and Redemptions of Shares
   F-7




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  
 2.3  Creations
    and Redemptions of Shares (continued)
      Sep-30,


Sep-30,


Sep-30,(All amounts are in 000s)

2008


2007


2006Number of Redeemable Shares:Opening Balance


187,900



125,100



66,900Creations


147,100



92,100



68,400Redemptions


(88,500
)


(29,300
)


(10,200
)Closing Balance


246,500



187,900



125,100   Sep-30,


Sep-30,


Sep-30,(Amounts in 000s of US$)

2008


2007


2006Redeemable shares:Opening Balance

$
13,803,588


$
7,441,489


$
3,155,107Creations


12,903,805



6,034,380



3,800,308Redemptions


(7,740,504
)


(1,905,262
)


(647,482
)Adjustment to redemption value


2,504,195



2,232,981



1,133,556Closing Balance

$
21,471,084


$
13,803,588


$
7,441,489Redemption Value per Redeemable Share at period end

$
87.10


$
73.46


$
59.48     2.4  Revenue
    Recognition Policy
   F-8




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  
 2.4
    Revenue Recognition
    Policy  ((continued))
  2.5  Income
    Taxes
    2.6  Accounting
    Pronouncements
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
  3  Investment
    in Gold
    Sep-30


Sep-30,


Sep-30,(Ounces of gold are in 000s and value of gold is in
    000s of US$)

2008


2007


2006Ounces of Gold:Opening Balance


18,584.1



12,422.5



6,669.3Creations (excluding gold receivable at September 30,
    2008  1,014.3 and at September 30, 2007 and
    2006  nil)


13,491.8



9,121.7



6,805.2Redemptions


(8,728.6
)


(2,901.7
)


(1,013.6
)Sales of gold


(79.1
)


(58.4
)


(38.4
)Closing Balance


23,268.2



18,584.1



12,422.5Investment in Gold (lower of cost or market):Opening Balance

$
10,644,489


$
6,200,226


$
2,910,613Creations (excluding gold receivable at September 30,
    2008 - $897,184 and at September 30, 2007 and 2006 -
    nil)


12,006,621



6,034,380



3,800,308Redemptions


(5,722,355
)


(1,559,060
)


(492,482
)Sales of gold


(50,201
)


(31,057
)


(18,213
)Diminution in value of investment in gold










Closing Balance

$
16,878,554


$
10,644,489


$
6,200,226  F-9




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  4  Quarterly
    Statements of Operations (unaudited)
  (All amounts except

Three Months Ended


Year toper share are in 000s of US$)

Dec-31, 2007


Mar-31, 2008


Jun-30, 2008


Sep-30, 2008


Sep-30, 2008REVENUESProceeds from sales of gold

$
13,945


$
16,919


$
17,506


$
19,818


$
68,188Cost of gold sold to pay expenses


(10,314
)


(11,389
)


(12,512
)


(15,987
)


(50,202
)Gain on gold sold to pay expenses


3,631



5,530



4,994



3,831



17,986Gain on gold distributed for the redemption of shares


126,202



602,018



616,014



673,915



2,018,149Diminution in value of investment in gold


















Total Gain on gold

$
129,833


$
607,548


$
621,008


$
677,746


$
2,036,135EXPENSESCustody fees

$
2,694


$
3,297


$
3,070


$
3,246


$
12,307Trustee fees


504



499



499



498



2,000Sponsor fees


5,908



6,920



6,347



6,297



25,472Marketing agent fees


5,908



6,920



6,347



6,297



25,472Other expenses


315



1,246



1,247



2,514



5,322Total expenses


15,329



18,882



17,510



18,852



70,573Net Gain

$
114,504


$
588,666


$
603,498


$
658,894


$
1,965,562Net Gain per share

$
0.59


$
2.84


$
3.04


$
3.02


$
9.60Weighted average number of shares


195,146



207,448



198,523



217,893



204,762   F-10




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  
 4  Quarterly
    Statements of Operations (unaudited) (continued)
  (All amounts except

Three Months Ended


Year toper share are in 000s of US$)

Dec-31, 2006


Mar-31, 2007


Jun-30, 2007


Sep-30, 2007


Sep-30, 2007REVENUESProceeds from sales of gold

$
8,045


$
9,101


$
10,282


$
10,537


$
37,965Cost of gold sold to pay expenses


(6,672
)


(7,473
)


(8,188
)


(8,724
)


(31,057
)Gain on gold sold to pay expenses


1,373



1,628



2,094



1,813



6,908Gain on gold distributed for the redemption of shares


3,757



87,590



240,829



14,026



346,202Diminution in value of investment in gold


















Total Gain on gold


5,130



89,218



242,923



15,839



353,110EXPENSESCustody fees


1,538



1,752



1,872



2,040



7,202Trustee fees


415



476



497



503



1,891Sponsor fees


2,898



3,544



3,811



4,223



14,476Marketing agent fees


2,898



3,544



3,811



4,223



14,476Other expenses


557



308



311



447



1,623Total expenses


8,306



9,624



10,302



11,436



39,668Net Gain/(Loss)

$
(3,176
)

$
79,594


$
232,621


$
4,403


$
313,442Net Gain/(Loss) per share

$
(0.02
)

$
0.52


$
1.49


$
0.03


$
2.05Weighted average number of shares


135,146



151,647



156,214



168,491



152,872   5  Related
    Parties - Sponsor, Trustee, Custodian and Marketing
    Agent Fees
       F-11




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  
 5  Related
    Parties - Sponsor, Trustee, Custodian and Marketing
    Agent Fees (continued)
               F-12




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  
 5  Related
    Parties - Sponsor, Trustee, Custodian and Marketing
    Agent Fees (continued)
  Amounts
    Payable to Related Parties
  Sep-30,


Sep-30,(Amounts in 000s of US$)

2008


2007Payable to Custodian

$
(1,002
)

$
(740
)Payable to Trustee


(159
)


(164
)Payable to Sponsor


(1,509
)


(1,537
)Payable to Marketing Agent


(1,509
)


(1,537
)Accounts Payable to related parties

$
(4,179
)

$
(3,978
)   6  Concentration
    of Risk
  No. 94-6, Disclosure of Certain Significant Risks and Uncertainties,
  7  Indemnification
     F-13




---



##### Table of Contents



SPDR®

    GOLD TRUST
   Notes to
    the Financial Statements
  
 7  Indemnification
    (continued)
    8.
    Recent
    Accounting Pronouncements  Fair Value Measurements
  The Fair Value
    Option for Financial Assets and Financial Liabilities,
 F-14




---



##### Table of Contents



Notes to
    the Financial Statements
  SIGNATURES
     ®
   /s/  James
    Burton      /s/  James
    Lowe         *
    
    The Registrant is a trust and the persons are signing in their
    capacities as officers of World Gold Trust Services, LLC,
    the Sponsor of the Registrant.