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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/AAmendment No. 1


[   ]REGISTRATION STATEMENT PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|For the
      fiscal year ended December 31, 2009
|-------------------------------------------------

Commission
      file number: 001-31739


|GAMMON GOLD INC.                                      
|------------------------------------------------------
|(Exact Name of Registrant as Specified in its Charter)

|Quebec, Canada                                      | 1040                         | Not
      Applicable                
|--------------------------------------------------- | ---------------------------- | ------------------------------------
|(Province or other jurisdiction of incorporation or | (Primary Standard Industrial | (I.R.S. Employer Identification No.)
|organization)                                       | Classification Code)         |                                     

|1701 Hollis Street                                                              
|--------------------------------------------------------------------------------
|Suite 400, Founders Square, PO Box 2067                                         
|Halifax, Nova
      Scotia B3J 2Z1                                              
|(Address and Telephone Number of Registrants Principal
      Executive Offices)

|DL Services, Inc.                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------
|Columbia Center                                                                                                                
|701 5thAvenue, Suite 6100                                                                                                      
|Seattle, WA 98104-7043                                                                                                         
|(206)
      903-8800                                                                                                           
|(Name, address (including zip code) and telephone number
      (including area code) of agent for service in the United States)

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

|Title of Each Class:        | Name of Each Exchange On Which Registered:
|--------------------------- | ------------------------------------------
|Common shares, no par value | New York Stock Exchange                   

Securities registered or to be registered pursuant to Section
12(g) of the Act: NoneSecurities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: NoneFor annual
reports, indicate by check mark the information filed with this form:

|[X]     Annual
      Information Form | [X]     Audited Annual Financial Statements
|------------------------------------- | -------------------------------------------

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report: 137,357,552

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

[X]     Yes      [  
]     No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S

[   ]     Yes     
[   ]     No

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EXPLANATORY NOTE

Gammon Gold Inc. (the Company) is filing this Amendment No. 1
to its Annual Report on Form 40-F for the fiscal year ended December 31, 2009
for the purpose of filing restated Audited Consolidated Financial Statements of
the Company for the fiscal year ended December 31, 2009, including the Report of
Independent Registered Chartered Accountants with respect thereto. In addition,
the Company is including in this Amendment No. 1 its amended and restated
Managements Discussion and Analysis for the fiscal year ended December 31,
2009. As a result, by this Amendment No. 1, Gammon Gold is amending its Annual
Report on Form 40-F for the fiscal year ended December 31, 2009 for the reasons
set forth below; Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9 are
also being refilled and are incorporated herein by reference.

The amended and restated Audited Consolidated Financial
Statements included in this Amendment No. 1 have been prepared in accordance
with Canadian GAAP and have been reconciled to United States GAAP in the
Restated Reconciliation with United States Generally Accepted Accounting
Principles incorporated by reference herein.

Other than as expressly set forth above, this Amendment No. 1
does not, and does not purport to, update or restate the information in any Item
of the Annual Report on Form 40-F or reflect any events that have occurred after
the Form 40-F was initially filed.

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, a
re-evaluation was carried out under the supervision of and with the
participation of the Companys management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design
and operations of the Companys disclosure controls and procedures (as defined
in Rule 13a  15(e) and Rule 15d  15(e) under the Exchange Act). Based on that
re-evaluation, the CEO and the CFO have concluded that as a result of the
material weakness in internal control over financial reporting described below,
as of the end of the period covered by this report, the Companys disclosure
controls and procedures were not effective in ensuring that: (i) information
required to be disclosed by the Company in reports that it files or submits to
the Securities and Exchange Commission under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
applicable rules and forms and (ii) material information required to be
disclosed in the Companys reports filed under the Exchange Act is accumulated
and communicated to its management, including its CEO and CFO, as appropriate,
to allow for accurate and timely decisions regarding required disclosure.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The Company's management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The 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.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. 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.

During the preparation of the March 31, 2010 interim
consolidated financial statements, the Company identified an error relating to
its consolidated financial statements for the years ended December 31, 2008 and
2009 and the related interim periods. As a result, as of December 31, 2009,
management re-evaluated the effectiveness of the Company's internal control over
financial reporting. In making this re-evaluation, management used the criteria
set forth in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on the Companys management assessment, management concluded that the Companys
internal control over financial reporting was not effective as at December 31,
2009 because of the material weakness described below.

The Company did not maintain effective controls over the
foreign currency translation of future income taxes arising on the acquisition
of an entity in a foreign jurisdiction. Specifically, the Company did not
identify future income taxes arising on the acquisition of Mexgold Resources
Inc. as a foreign currency liability denominated in Mexican pesos and as a
result, the balance was not appropriately translated. As of December 31, 2006
the Company identified a material weakness related to insufficient accounting
personnel to appropriately review and approve non-routine and complex
transactions which may have contributed to the incorrect initial recording of
the future income tax liability. This control deficiency resulted in the
restatement of the consolidated financial statements for the years ended
December 31, 2009 and 2008.

As this report is required for U.S. reporting purposes, the
Company is a foreign private issuer as defined in Rule 3b-4 of the Exchange
Act, and the Company is a large accelerated filer, the Company is required to
provide an auditors report on internal control over financial reporting. The
Companys auditor has audited the Companys internal control over financial
reporting for the year ended December 31, 2009. The auditors report is filed as
Exhibit 99.5 hereto.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 40-F/A,
no changes occurred in the Companys internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

The Companys management, including the CEO and CFO, does not
expect that its disclosure controls and procedures or internal control over
financial reporting will prevent all error and all fraud. A control system, 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 are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

The Company has engaged in, and continues to engage in, efforts
to address the material weakness in internal control over financial reporting
identified above, by performing a thorough review of the Companys recognition
of future income tax liabilities arising on business acquisitions in accordance
with generally accepted accounting principles. The Company will also amend
procedures related to business acquisitions to include procedures to consider
and record assets and liabilities acquired in the appropriate currency.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

GAMMON GOLD INC.

By: /s/ Rene
MarionRene Marion President & Chief Executive Officer

Date: May 13, 2010

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EXHIBITS

|99.1*  | Annual Information Form of the
      Company for the year ended December 31, 2009                                                                                                         
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.2   | Amended and Restated Managements Discussion
      and Analysis for the year ended December 31, 2009                                                                                      
|99.3   | Amended and Restated Audited
      Consolidated Financial Statements for the year ended December 31, 2009,
      including the auditors' report thereon                                   
|99.4   | Related supplementary note entitled "Restated
      Reconciliation to United States GAAP" and the auditors' report thereon                                                                
|99.5   | Report of the Independent
      Registered Accounting Firm on Internal Control Over Financial Reporting                                                                                   
|99.6   | Comments by Auditor for United States Readers
      on Canada-United States Reporting Differences                                                                                         
|99.7   | Certifications 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                         
|99.8   | Certifications 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
|99.9   | Consent of KPMG LLP, Chartered
      Accountants                                                                                                                                          
|99.10* | Consent of Ramon Luna, P. Geo                                                                                                                                                             
|99.11* | Consent of Clarence Wendt,
      P.Geo                                                                                                                                                    
|99.12* | Consent of Mark G. Stevens                                                                                                                                                                
|99.13* | Consent of Glenn R. Clarke
      & Associates Ltd.                                                                                                                                        
|99.14* | Consent of Glenn R. Clarke, P. Eng                                                                                                                                                        
|99.15* | Consent of Pincock, Allen &
      Holt                                                                                                                                                    

*Previously filed

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