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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
FORM 40-F 

o**   REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF1934 
OR**
x**   ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

**For the fiscal yearended December 31, 2008**

**Commission filenumber: 001-31739****GAMMON GOLD INC. (Exact Name of Registrantas Specified in its Charter) **Quebec, Canada** **1040** **Not Applicable**(Province or other jurisdiction of incorporation or    organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)**1701 Hollis Street**Suite 400, Founders Square, PO Box 2067****Halifax, Nova Scotia B3J 2Z1**(Address and Telephone Number ofRegistrant’s Principal Executive Offices) 
**DL Services, Inc.**U.S. Bank Center****1420 5th Avenue, Suite 3400****Seattle, WA 98101-4010 (206) 903-8800**(Name, address (including zip code) andtelephone number (including area code) of agent for service in the UnitedStates)**
Securities registered or to be registered pursuant to Section12(b) of the Act: 
Title of Each Class:Name of Each Exchange On    Which Registered:**Common shares, no par value****New York Stock Exchange** **Toronto Stock Exchange**
Securities registered or to be registered pursuant to Section12(g) of the Act: **None**
Securities for which there is a reporting obligation pursuantto Section 15(d) of the Act: **None**

For annual reports, indicate by check mark the informationfiled with this form: 

x AnnualInformation Form                x Audited Annual FinancialStatements 

Indicate the number of outstanding shares of each of theissuer's classes of capital or common stock as of the close of the periodcovered by the annual report: 120,040,771****Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the preceding 12 months (or for such shorterperiod that the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days.   x  Yes                        o No 
**EXPLANATORY NOTE**
Gammon Gold Inc. (the "***Company***" or the "***Registrant***")is a Canadian issuer eligible to file its annual report pursuant to Section 13of the Securities Exchange Act of 1934, as amended (the "***Exchange Act***")on Form 40-F pursuant to the multi-jurisdictional disclosure system of theExchange Act . The Company is a "foreign private issuer" as defined in Rule 3b-4under the Exchange Act. Equity securities of the Company are accordingly exemptfrom Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant toRule 3a12-3. 
**FORWARD-LOOKING STATEMENTS**
This annual report on Form 40-F and the exhibits attachedhereto contain "forward-looking statements" within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Such forward-looking statementsconcern the Company’s anticipated results and developments in the Company’soperations in future periods, planned exploration and development of itsproperties, plans related to its business and other matters that may occur inthe future. These statements relate to analyses and other information that arebased on forecasts of future results, estimates of amounts not yet determinableand assumptions of management. 

Statements concerning mineral reserves and mineral resourceestimates may also be deemed to constitute forward-looking statements to theextent that they involve estimates of the mineralization that will beencountered if the property is developed, and in the case of mineral reserves,such statements reflect the conclusion based on certain assumptions that themineral deposit can be economically exploited. Any statements that express orinvolve discussions with respect to predictions, expectations, beliefs, plans,projections, objectives, assumptions or future events or performance (often, butnot always, using words or phrases such as "expects" or "does not expect", "isexpected", "anticipates" or "does not anticipate", "plans", "estimates" or"intends", or stating that certain actions, events or results "may", "could","would", "might" or "will" be taken, occur or be achieved) are not statements ofhistorical fact and may be forward-looking statements. Forward-lookingstatements are subject to a variety of known and unknown risks, uncertaintiesand other factors which could cause actual events or results to differ fromthose expressed or implied by the forward-looking statements, including, withoutlimitation: 
-  risks related to our history of losses, which we may continue  to incur in the future; risks related to our potential need for and ability to obtain  additional financing; risk related to our lack of hedging to protect against low  commodity prices which exposes our operating results to the impact of any  significant drop in commodity prices; risks related to the current turmoil in global financial  markets which expose the Company to counter-party risk and liquidity risk;  risks related to uncertainty in our ability to fund the  development of our mineral properties or the completion of further exploration  programs; risks related to restrictions in our loan facility; risks related to differences between U.S. and Canadian  practices for reporting resources and reserves; risks related to our reserves and resources figures being  estimates based on interpretations and assumptions which may result in less  mineral production under actual conditions than is currently estimated; risks related to changes in the market price of gold, silver,  and other minerals which in the past has fluctuated widely and which could  affect the profitability of our operations and financial condition; risks related to currency fluctuations; risks related to the inherently dangerous activity of mining,  including conditions or events beyond our control; risks related to governmental regulations; risks related to our primary properties being located in  Mexico, including political, economic, and regulatory instability; risk related to illegal mining activity on our properties; risks related to uncertainty in our ability to obtain and  maintain certain permits necessary to our current and anticipated operations;  -  risks related to possible variations of ore grade or recovery  rates; risks related to failure of plant, equipment or process to  operate as anticipated; risks related to accidents and labour disputes; risks related to our business being subject to environmental  laws and regulations which may increase our costs of doing business and  restrict our operations; risks related to our land reclamation requirements for our  properties which may be burdensome; uncertainty relating to our ability to attract and maintain  qualified management to meet the needs of our anticipated growth and risks  relating to our ability to manage our growth effectively; risks related to our mineral properties being subject to prior  unregistered agreements, transfers, or claims and other defects in title; risks related to the uncertainty of exploration and development  projects and potential that actual cash operating costs and economic returns  will differ significantly from those estimated for a project prior to  production; risks related to integrating new acquisitions into existing  operations; risks related to our recent losses and write-downs; risks related to the ability to attract and retain qualified  management and technical personnel to meet the needs of its anticipated  growth, and the failure to manage our growth effectively; risks related to increased competition that could adversely  affect our ability to attract necessary capital funding or acquire suitable  producing properties for mineral exploration in the future; and risks related to our officers and directors becoming associated  with other natural resource companies which may give rise to conflicts of  interests. 
This list is not exhaustive of the factors that may affectour forward-looking statements. Some of the important risks and uncertaintiesthat could affect forward-looking statements are described further in theexhibits attached to this annual report. Should one or more of these risks anduncertainties materialize, or should underlying assumptions prove incorrect,actual results may vary materially from those described in the forward-lookingstatements. Forward-looking statements are made based on management’s beliefs,estimates and opinions on the date the statements are made, and the Companyundertakes no obligation to update forward-looking statements if these beliefs,estimates and opinions or other circumstances should change. Investors arecautioned against attributing undue certainty to forward-looking statements. 
**NOTE TO UNITED STATES READERS- DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES**
The Company is permitted, under a multi-jurisdictionaldisclosure system adopted by the United States, to prepare this annual report inaccordance with Canadian disclosure requirements, which are different from thoseof the United States. The Company prepares its financial statements, which arefiled with this report on Form 40-F, in accordance with Canadian generallyaccepted accounting practices ("GAAP"), and they may be subject to Canadianauditing and auditor independence standards. They may not be comparable tofinancial statements of United States companies. Significant differences betweenCanadian GAAP and United States GAAP are described in Exhibit 99.6incorporated by reference herein. 
**RESOURCE AND RESERVE ESTIMATES**
The Company’s Annual Information Form filed as Exhibit99.1 to this annual report on Form 40-F has been prepared in accordance withthe requirements of the securities laws in effect in Canada, which differ fromthe requirements of United States securities laws. The terms "mineral reserve","proven mineral reserve" and "probable mineral reserve" are Canadian miningterms as defined in accordance with Canadian National Instrument 43-101 –Standards of Disclosure for Mineral Projects ("NI 43-101") and the CanadianInstitute of Mining, Metallurgy and Petroleum’ (the "CIM") - *CIM DefinitionStandards on Mineral Resources and Mineral Reserves*, adopted by the CIMCouncil, as amended. These definitions differ from the definitions in the UnitedStates Securities and Exchange Commission ("SEC") Industry Guide 7 ("SECIndustry Guide 7") under the United States *Securities Act of 1933*, asamended. Under SEC Industry Guide 7 standards, a "final" or "bankable"feasibility study is required to report reserves, the three-year historicalaverage price is used in any reserve or cash flow analysis to designate reservesand the primary environmental analysis or report must be filed with theappropriate governmental authority. 

In addition, the terms "mineral resource", "measured mineralresource", "indicated mineral resource" and "inferred mineral resource" aredefined in and required to be disclosed by NI 43-101; however, these terms arenot defined terms under SEC Industry Guide 7 and are normally not permitted tobe used in reports and registration statements filed with the SEC. Investors arecautioned not to assume that any part or all of mineral deposits in thesecategories will ever be converted into reserves. "Inferred mineral resources"have a great amount of uncertainty as to their existence, and great uncertaintyas to their economic and legal feasibility. It cannot be assumed that all or anypart of an inferred mineral resource will ever be upgraded to a higher category.Under Canadian rules, estimates of inferred mineral resources may not form thebasis of feasibility or pre-feasibility studies, except in rare cases. Investorsare cautioned not to assume that all or any part of an inferred mineral resourceexists or is economically or legally mineable. Disclosure of "contained ounces"in a resource is permitted disclosure under Canadian regulations; however, theSEC normally only permits issuers to report mineralization that does notconstitute "reserves" by SEC standards as in place tonnage and grade withoutreference to unit measures. 

Accordingly, information contained in this report and thedocuments incorporated by reference herein containing descriptions of ourmineral deposits may not be comparable to similar information made public byU.S. companies subject to the reporting and disclosure requirements under theUnited States federal securities laws and the rules and regulations thereunder.
**ANNUAL INFORMATION FORM**
The Company’s Annual Information Form ("AIF") for the fiscalyear ended December 31, 2008 is filed as Exhibit 99.1 and incorporated byreference in this annual report on Form 40-F. 
**AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENT’SDISCUSSION AND ANALYSIS
*Audited Annual Financial Statements*
The audited consolidated financial statements of the Companyfor the years ended December 31, 2008 and 2007, including the auditor’s reportthereon are filed as Exhibit 99.3 and incorporated by reference in thisannual report on Form 40-F. For a reconciliation of important differencesbetween Canadian and United States generally accepted accounting principles, seeExhibit 99.4 incorporated by reference in this annual report on Form40-F. 
*Management’s Discussion and Analysis*
The Company’s management’s discussion and analysis ("MD&A")is filed as Exhibit 99.2 and incorporated by reference in this annualreport on Form 40-F. 
*Tax Matters*
Purchasing, holding, or disposing of securities of theRegistrant may have tax consequences under the laws of the United States andCanada that are not described in this annual report on Form 40-F. 
**DISCLOSURE CONTROLS AND PROCEDURES**
At the end of the period covered by this report, anevaluation was carried out under the supervision of and with the participationof the Company’s management, including the Chief Executive Officer ("CEO") andChief Financial Officer ("CFO"), of the effectiveness of the design andoperations of the Company’s disclosure controls and procedures (as defined inRule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on thatevaluation the CEO and the CFO have concluded that as of the end of the periodcovered by this report, the Company’s disclosure controls and procedures wereadequately designed and effective in ensuring that: (i) information required tobe disclosed by the Company in reports that it files or submits to theSecurities and Exchange Commission under the Exchange Act is recorded,processed, summarized and reported within the time periods specified inapplicable rules and forms and (ii) material information required to bedisclosed in our reports filed under the Exchange Act is accumulated andcommunicated to our management, including our CEO and CFO, as appropriate, toallow for accurate and timely decisions regarding required disclosure. 

It should be noted that while the CEO and CFO believe thatthe Company’s disclosure controls and procedures provide a reasonable level ofassurance that they are effective, they do not expect that the Company’sdisclosure controls and procedures or internal control over financial reportingwill prevent all errors and fraud. A control system, no matter how wellconceived or operated, can provide only reasonable, not absolute, assurance thatthe objectives of the control system are met. 
**MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING**
The Company's management is responsible for establishing andmaintaining adequate internal control over financial reporting as defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control overfinancial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. 

Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements. Projections of anyevaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate. 

Management conducted an evaluation of the design andoperation of the Company’s internal control over financial reporting as ofDecember 31, 2008, based on the criteria set forth in *Internal Control –Integrated Framework*issued by the Committee of Sponsoring Organizations ofthe Treadway Commission (COSO). This evaluation included review of thedocumentation of controls, evaluation of the design effectiveness of controls,testing of the operating effectiveness of controls and a conclusion on thisevaluation. Based on this evaluation, management has concluded that theCompany’s internal control over financial reporting was effective as of December31, 2008 and no material weaknesses were discovered. 

As this report is required for U.S. reporting purposes, theCompany is a "foreign private issuer" as defined in Rule 3b-4 of the ExchangeAct, and the Company is a "large accelerated filer", the Company is required toprovide an auditor’s report on internal control over financial reporting. TheCompany’s auditor has audited the Company’s internal control over financialreporting for the year ended December 31, 2008. The auditor’s report is filed asExhibit 99.5 and is incorporated by reference in this annual report onForm 40-F. 
**CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this annual report on Form 40-F, no changesoccurred in the Company’s internal control over financial reporting that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting. The Company’s management, includingthe CEO and CFO, does not expect that its disclosure controls and procedures orinternal controls and procedures will prevent all error and all fraud. A controlsystem, no matter how well conceived and operated, can provide only reasonable,not absolute, assurance that the objectives of the control system are met.Further, the design of a control system must reflect the fact that there areresource constraints, and the benefits of controls must be considered relativeto their costs. Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within the Company have been detected. Theseinherent limitations include the realities that judgments in decision-making canbe faulty, and that breakdowns can occur because of simple error or mistake.Additionally, controls can be circumvented by the individual acts of somepersons, by collusion of two or more people, or by management override of thecontrol. The design of any system of controls also is based in part upon certainassumptions about the likelihood of future events, and there can be no assurancethat any design will succeed in achieving its stated goals under all potentialfuture conditions; over time, control may become inadequate because of changesin conditions, or the degree of compliance with the policies or procedures maydeteriorate. Because of the inherent limitations in a cost-effective controlsystem, misstatements due to error or fraud may occur and not be detected. 
**CORPORATE GOVERNANCE**
The Company’s common shares are listed on the Toronto StockExchange ("TSX") and the New York Stock Exchange ("NYSE") and the Company alsocomplies with the specific corporate governance requirements of the TSX andNYSE, as they relate to the Company. As the Company is listed on the NYSE, theCompany complies as necessary with the rules and guidelines of the United StatesSecurities and Exchange Commission ("SEC"). The Company reviews its governancepractices on an ongoing basis to ensure it is in compliance with applicablesecurities regulatory requirements, and laws generally, including, withoutlimitation, those introduced pursuant to the Sarbanes-Oxley Act in the UnitedStates, by the SEC and NYSE, as well as Canadian securities regulatoryauthorities, within the timeframes specified as the revisions and newrequirements come into effect. The NYSE permits foreign private issuers to electnot to comply with certain of its corporate governance rules, but requiresforeign private issuers to post on the issuer’s website, with a cross-referenceincluded in the issuer’s annual report sent to shareholders, a summary of thesignificant differences between the NYSE Listed Company Manual corporategovernance standards and the practices of the applicable issuer under its homejurisdiction rules. The Company’s disclosure of significant corporate governancedifferences is available at http://www.gammongold.com/library/governance.

The Company’s Board of Directors is responsible for theCompany’s Corporate Governance policies and has separately designated standingCompensation, Corporate Governance and Nominating and Environment, Health andSafety Committees. Such committees consist of a majority of directors who areindependent within the applicable Canadian independence rules, but suchcommittees do not consist entirely of independent directors. The Company has notadopted the director independence standards of the NYSE for members of thesecommittees. The Mandates of the Compensation, Corporate Governance andNominating and Environment, Health and Safety Committees are each available forviewing on the registrant's website at www.gammongold.com, and areavailable in print to any shareholder who requests them. Requests for copies ofthese documents should be made by email: info@gammongold.com, phone:902-468-0614, or by mail at 1701 Hollis Street, PO Box 2067, Halifax, NovaScotia, B3J 2Z1. 

Corporate governance relates to the activities of theCompany’s board of directors (the "Board"), the members of which are elected byand are accountable to the shareholders, and takes into account the role of theindividual members of management who are appointed by the Board and who arecharged with the day to day management of the Company. The Board is committed tosound corporate governance practices which are both in the interest of itsshareholders and contribute to effective and efficient decision making. 

Canadian National Instrument 58-201 *Corporate GovernanceGuidelines* ("NP 58-201") establishes corporate governance guidelines whichapply to all Canadian public companies. The Company has reviewed its owncorporate governance practices in light of these guidelines. In certain cases,the Company's practices comply with the guidelines; however, the Board considersthat some of the guidelines are not suitable for the Company at its currentstage of development and therefore these guidelines have not been adopted.National Instrument 58-101*Disclosure of Corporate Governance Practices*mandates disclosure of corporate governance practices, which disclosure is setout below. **AUDIT COMMITTEE**
The Company’s Board of Directors has a separately designatedstanding Audit Committee established in accordance with Section 3(a)(58)(A) ofthe Exchange Act. The members of the Company’s Audit Committee are identified onpage 49 of the Annual Information Form, attached herewith as Exhibit 99.1and incorporated by reference. The Company’s Board of Directors has determinedthat all members of the Audit Committee are independent (as determined underRule 10A-3 of the Exchange Act and the rules of the NYSE) and are financiallyliterate in accordance with the NYSE rules. 

The Audit Committee meets with the President and ChiefExecutive Officer and the Chief Financial Officer of the Company and theCompany’s independent auditors to review and inquire into matters affectingfinancial reporting, the system of internal accounting and financial controls,as well as audit procedures and audit plans. The Audit Committee also recommendsto the Board of Directors the auditors to be appointed. In addition, theCommittee reviews and recommends to the board of directors for approval theannual financial statements, the Management Discussion and Analysis, andundertakes other activities required by regulatory authorities. 
*Audit Committee Financial Expert

Andre Falzon has been determined by the Company’s Board ofDirectors to qualify as an "audit committee financial expert", in that he has anunderstanding of generally accepted accounting principles and financialstatements; is able to assess the general application of accounting principlesin connection with the accounting for estimates, accruals and reserves; hasexperience preparing, auditing, analyzing or evaluating financial statementsthat entail accounting issues of equal complexity to the Company's financialstatements (or actively supervising another person who did so); has anunderstanding of internal controls and procedures for financial reporting and anunderstanding of audit committee functions. Mr. Falzon has over 20 years ofpractical financial and management experience, particularly within the miningindustry and is a Chartered Accountant. Most recently Mr. Falzon was VicePresident, Planning and Compliance and was responsible for the establishment andmanagement of Barrick’s SOX 404 compliance and internal audit functions. Hereceived his Bachelor of Commerce degree from the University of Toronto and is aChartered Accountant. The members of the Audit Committee do not have fixed termsand are appointed and replaced from time to time by resolution of the board ofdirectors. 
*Audit Committee Charter*
The Company’s Audit Committee Charter is available on theCompany’s website at www.gammongold.com or in print to any shareholderwho provides the Company with a written request by email: info@gammongold.com,phone: 902-468-0614, or by mail at 1701 Hollis Street, PO Box 2067, Halifax,Nova Scotia, B3J 2Z1, and is also included in the Company’s AIF in Exhibit99.1 and incorporated by reference herein. 

Presiding Director at Meetings of Non-Management Directors

The Company does not have a lead independent director asrequired by the NYSE, however all non-management directors meet independent ofmanagement directors for in camera sessions following each Board meeting. 

Communication with Non-Management Directors 

Shareholders may send communications to the registrant'snon-management directors by writing to the Chairman of the Nominating andCorporate Governance Committee: 
-  In Writing to: 
Chairman of the Nominating & Corporate Governance Committee    Gammon Gold Inc.   1701 Hollis Street, Suite 400   Summit Place   PO Box 2067   Halifax, Nova Scotia B3K 2Z1   Canada 
-  By Telephone:  (902) 468-0614 By email: directors@gammongold.com
Communications will be referred to theChairman of the Nominating & Corporate Governance Committee for appropriateaction. The status of all outstanding concerns addressed to the Chairman of theNominating & Corporate Governance Committee will be reported to the board ofdirectors as appropriate. **PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS**
KPMG LLP acted as the Company's independent auditor for thefiscal year ended December 31, 2008. See page 51 of the Registrant’s AnnualInformation Form, which is attached hereto as Exhibit 99.1 for the total amountbilled to the Company by KPMG LLP for services performed in the last two fiscalyears by category of service (for audit fees, audit-related fees, tax fees andall other fees) in Canadian dollars. 
**PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BYINDEPENDENT AUDITORS**
See page 50 of the Registrant’s Annual Information Formincorporated by reference to this document as Exhibit 99.1. 
**OFF-BALANCE SHEET TRANSACTIONS**
The Company does not have any off-balance sheet financingarrangements or relationships with unconsolidated special purpose entities.**CODE OF ETHICS**
The Board has adopted a written Code of Conduct by which itand all , directors, officers and employees of the Company are required toabide. The Code of Conduct complies with SEC and NYSE rules. In addition, theBoard, through its meetings with management and other informal discussions withmanagement, encourages a culture of ethical business conduct and believes theCompany's management team promotes a culture of ethical business conductthroughout the Company's operations and is expected to monitor the activities ofthe Company’s employees, consultants and agents in that regard. The Boardencourages any concerns regarding ethical conduct in respect of the Company’soperations to be raised, on an anonymous basis, with the President and CEO, theChairman, or another Board member as appropriate.**
It is a requirement of applicable corporate law thatdirectors and senior officers who have an interest in a transaction or agreementwith the Company promptly disclose that interest at any meeting of the Board atwhich the transaction or agreement will be discussed and, in the case ofdirectors, abstain from discussions and voting in respect to same if theinterest is material. These requirements are also contained in the Company'sArticles, which are made available to the directors and senior officers of theCompany. 

All amendments to the code, and all waivers of the code withrespect to any of the officers covered by it, will be posted on the Company’swebsite, submitted on Form 6-K and provided in print to any shareholder whorequests them. The Company’s Code of Conduct and Ethics is located on itswebsite at http://www.gammongold.com/governance.php?cat=2. 
**CONTRACTUAL OBLIGATIONS**
The information provided underthe heading "Management’s Discussion and Analysis — Contractual Obligations "contained in Exhibit 99.3 as filed with this annual report on Form 40-Fcontains the Company’s disclosure of contractual obligations and is incorporatedby reference herein. 
**NOTICES PURSUANT TO REGULATIONBTR

There were no notices requiredby Rule 104 of Regulation BTR that the Registrant sent during the year endedDecember 31, 2008 concerning any equity security subject to a blackout periodunder Rule 101 of Regulation BTR. **UNDERTAKING**
The Company undertakes to make available, in person or bytelephone, 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 registered pursuant to Form 40-F; thesecurities in relation to which the obligation to file an annual report on Form40-F arises; or transactions in said securities. 
**CONSENT TO SERVICE OF PROCESS

The Company filed an Appointment of Agent for Service ofProcess and Undertaking on Form F-X with respect to the class of securities inrelation to which the obligation to file the Form 40-F arises. Any change to thename or address of the agent for service of process will be communicatedpromptly to the Commission by amendment to Form F-X referencing the Company’sfile number. 
**SIGNATURES

Pursuant to the requirements of the Exchange Act, theRegistrant certifies that it meets all of the requirements for filing on Form40-F and has duly caused this annual report to be signed on its behalf by theundersigned, thereto duly authorized. 
 **GAMMON GOLD INC.**     By: /s/ Rene Marion Rene MarionDate: March 25, 2009Chief Executive Officer
 
 **EXHIBITS  99.1Annual Information Form of the Company for    the year ended December 31, 2008  99.2Management’s Discussion and Analysis  99.32008 Consolidated Audited Financial    Statements, including the auditors' report thereon  99.4Related supplementary note entitled    "Reconciliation to United States GAAP" and the auditors' report thereon  99.5Report of the Independent Registered    Accounting Firm on Internal Control Over Financial Reporting  99.6Comments by Auditor for United States Readers    on Canada-United States Reporting Difference  99.7Certifications of Chief Executive Officer and    Chief Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14 of the    Securities Exchange Act of 1934  99.8Certifications of Chief Executive Officer and    Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  99.9Consent of KPMG LLP, Chartered Accountants  99.10Consent of Martin Dupuis, P.Geo  99.11Consent of Clarence Wendt, P.Geo  99.12Consent of Glenn R. Clarke & Associates Ltd.  99.13Consent of Pincock, Allen & Holt  *******************