SECURITIES AND EXCHANGE COMMISSION

FORM 40-F

£

|For the fiscal year ended December 31, 2007 | Commission File Number001-31739
|------------------------------------------- | -------------------------------

GAMMON GOLD INC.

|Quebec, Canada                     | 1040                                        | Not
    Applicable  
|---------------------------------- | ------------------------------------------- | --------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S.
    Employer
|Incorporation or Organization)     | Code)                                       | Identification No.) 

|                                                                              
|------------------------------------------------------------------------------
|1601 Lower Water
    Street                                                   
|Suite 402,
    Summit Place, PO Box 2067                                      
|Halifax, Nova
    Scotia                                                      
|B3J 2Z1                                                                       
|(Address and
    telephone number of registrant'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) and telephone number (including       
|area code) of agent
    for service in the United States)                     
|___________________________                                                   



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Securities 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 | American Stock
    Exchange                   
|                                | Toronto Stock
    Exchange                    

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

Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act:

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

|QAnnual Information Form | QAudited Annual Financial
    Statements
|------------------------ | ----------------------------------------

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

|Common shares, no par value | 117,432,363      
|--------------------------- | -----------------
|Class                       | Outstanding at   
|                            | December 31, 2007

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

£Yes            
QNo

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.

QYes       
£     No



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EXPLANATORY NOTE

Gammon Gold Inc. (the "Company" or the "Registrant")
is a Canadian issuer eligible to file its annual report pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
on Form 40-F pursuant to the multi-jurisdictional disclosure system of the
Exchange Act . The Company is a "foreign private issuer" as defined in Rule 3b-4
under the Exchange Act. Equity securities of the Company are accordingly exempt
from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
concern the Companys anticipated results and developments in the Companys
operations in future periods, planned exploration and development of its
properties, plans related to its business and other matters that may occur in
the future. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.

Statements concerning reserves and mineral resource estimates
may also be deemed to constitute forward-looking statements to the extent that
they involve estimates of the mineralization that will be encountered if the
property is developed, and in the case of mineral reserves, such statements
reflect the conclusion based on certain assumptions that the mineral deposit can
be economically exploited. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always,
using words or phrases such as "expects" or "does not expect", "is expected",
"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 of historical fact
and may be forward-looking statements. Forward-looking statements are subject to
a variety of known and unknown risks, uncertainties and other factors which
could cause actual events or results to differ from those expressed or implied
by the forward-looking statements, including, without limitation:

- 

risks related to our history of losses;

risks related to our potential need for and ability
  to obtain additional financing;

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 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;

risks related to uncertainty in our ability to
  obtain and maintain certain permits necessary to our current and anticipated
  operations;

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;

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risks related to our mineral properties being
  subject to prior unregistered agreements, transfers, or claims and other
  defects in title;

risks related to our history of losses, which we may
  continue to incur in the future;

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 affect
our forward-looking statements. Some of the important risks and uncertainties
that could affect forward-looking statements are described further in the
exhibits attached to this annual report. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in the forward-looking
statements. Forward-looking statements are made based on managements beliefs,
estimates and opinions on the date the statements are made, and the Company
undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Investors are
cautioned against attributing undue certainty to forward-looking statements.NOTE TO UNITED STATES READERS- 
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICESThe Company is permitted, under a multi-jurisdictional
disclosure system adopted by the United States, to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company prepares its financial statements, which are
filed with this report on Form 40-F, in accordance with Canadian generally
accepted accounting practices ("GAAP"), and they may be subject to Canadian
auditing and auditor independence standards. They may not be comparable to
financial statements of United States companies. Significant differences between
Canadian GAAP and United States GAAP is filed as Exhibit 99.16 and incorporated
by reference in this annual report on Form 40-F.
CURRENCY

Unless otherwise indicated, all dollar amounts in this annual
report on Form 40-F are in United States dollars. The exchange rate of Canadian
dollars into United States dollars, on December 31, 2007, based upon the
noon buying rate in New York City for cable transfers payable in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New
York, was U.S.$1= CDN$ 0.9881.
RESOURCE AND RESERVE ESTIMATES

The Companys Annual Information Form filed as Exhibit 99.1
to this annual report on Form 40-F has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. The terms "mineral reserve",
"proven mineral reserve" and "probable mineral reserve" are Canadian mining
terms as defined in accordance with Canadian National Instrument 43-101 
Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian
Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as amended. These definitions differ from the definitions in the United
States Securities and Exchange Commission ("SEC") Industry Guide 7 ("SEC
Industry Guide 7") under the United States Securities Act of 1933, as amended.
Under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study
is required to report reserves, the three-year historical average price is used
in any reserve or cash flow analysis to designate reserves and the primary
environmental analysis or report must be filed with the appropriate governmental
authority.
In addition, the terms "mineral resource", "measured mineral
resource", "indicated mineral resource" and "inferred mineral resource" are
defined in and required to be disclosed by NI 43-101; however, these terms are
not defined terms under SEC Industry Guide 7 and are normally not permitted to
be used in reports and registration statements filed with the SEC. Investors are
cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves. "Inferred mineral resources"
have a great amount of uncertainty as to their existence, and great uncertainty
as to their economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of inferred mineral resources may not form the
basis of feasibility or pre-feasibility studies, except in rare cases. Investors
are cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of "contained ounces"
in a resource is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report mineralization that does not
constitute "reserves" by SEC standards as in place tonnage and grade without
reference to unit measures.Accordingly, information contained in this report and the
documents incorporated by reference herein containing descriptions of our
mineral deposits may not be comparable to similar information made public by
U.S. companies subject to the reporting and disclosure requirements under the
United States federal securities laws and the rules and regulations thereunder.
ANNUAL INFORMATION FORM

The Companys Annual Information Form ("AIF") for the fiscal year ended
December 31, 2007 is filed as Exhibit 99.1 and incorporated by reference
in this annual report on Form 40-F.
AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENTS
DISCUSSION AND ANALYSIS
Audited Annual Financial Statements

The audited consolidated financial statements of the Company
for the years ended December 31, 2006 and 2007, including the report of the
independent auditor with respect thereto, are filed as Exhibit 99.3 and
incorporated by reference in this annual report on Form 40-F. A reconciliation
of important differences between Canadian and United States generally accepted
accounting principles is filed as Exhibit 99.14 and incorporated by
reference in this annual report on Form 40-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 annual report on Form
40-F.
Tax Matters

Purchasing, holding, or disposing of securities of the Registrant may have
tax consequences under the laws of the United States and Canada 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, an
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
evaluation the CEO and the CFO have concluded that as of the end of the period
covered by this report, the Companys disclosure controls and procedures were
adequately designed and 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 our reports filed under the Exchange Act is accumulated and
communicated to our management, including our 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. Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation and fair
presentation 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.
Management conducted an evaluation of the design and
operation of the Companys internal control over financial reporting as of
December 31, 2007, based on the criteria set forth in Internal Control 
Integrated Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission. This evaluation included review of the documentation of
controls, evaluation of the design effectiveness of controls, testing of the
operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management has concluded that the Companys internal control
over financial reporting was effective as of December 31, 2007 and no material
weaknesses were discovered.
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 attestation report on internal control over financial
reporting. The Companys auditor has attested to managements evaluation of
internal controls over financial reporting for the year ended December 31, 2007,
included in their report, incorporated by reference herein in
Exhibit 99.5.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Management continues to monitor and improve the controls related to
non-routine and complex transactions, and implemented the following changes:

- The Company hired two Corporate Controllers and a Mexican Finance &
  Accounting leader to provide additional review and oversight to the Companys
  routine and non-routine accounting transactions;
- The Company has engaged third party experts to provide additional support
  in the identification and accounting for non-routine transactions; and
- The Company hired additional accounting personnel with strong technical
  accounting skills to meet the growing needs of the Companys operations and
  accounting requirements, with particular emphasis on filling Mexican based
  support roles.

Other than the remediation steps discussed above, there were
no changes in the Companys internal controls over financial reporting that
occurred during the fiscal year ended December 31, 2007 that materially
affected, or are reasonably likely to materially affect, our 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 controls and
procedures 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.

CORPORATE GOVERNANCE

The Company is listed on the Toronto Stock Exchange ("TSX")
and is required to describe its practices and policies with regards to corporate
governance with specific reference to the TSX guidelines on an annual basis by
way of a corporate governance statement contained in the companys annual report
or information circular. The Company is also listed on the American Stock
Exchange ("AMEX") and additionally complies as necessary with the rules and
guidelines of AMEX as well as the United States Securities and Exchange
Commission ("SEC"). The Company reviews its governance practices on an ongoing
basis to ensure it is in compliance. The Company is complying with applicable
new and revised rules and regulations, introduced pursuant to the Sarbanes-Oxley
Act in the United States, by the SEC and AMEX.

The Companys Board of Directors is responsible for the
Companys Corporate Governance policies and has separately designated standing
Compensation and Nominating Committees. The Companys Board of Directors has
determined that all the members of the Compensation and Nominating Committees
are independent, based on the criteria for independence and unrelatedness
prescribed by the Sarbanes-Oxley Act of 2002, section 10A(m)(3), and the
American Stock Exchange.

Corporate governance relates to the activities of the
Companys board of directors (the "Board"), the members of which are elected by
and are accountable to the shareholders, and takes into account the role of the
individual members of management who are appointed by the Board and who are
charged with the day to day management of the Company. The Board is committed to
sound corporate governance practices which are both in the interest of its
shareholders and contribute to effective and efficient decision making.

Canadian National Instrument 58-201 Corporate Governance
Guidelines ("NP 58-201") establishes corporate governance guidelines which
apply to all Canadian public companies. The Company has reviewed its own
corporate governance practices in light of these guidelines. In certain cases,
the Company's practices comply with the guidelines; however, the Board considers
that some of the guidelines are not suitable for the Company at its current
stage of development and therefore these guidelines have not been adopted.
National Instrument 58-101Disclosure of Corporate Governance Practices
mandates disclosure of corporate governance practices, which disclosure is set
out below.

AUDIT COMMITTEE

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The Companys Board of Directors has a separately designated
standing Audit Committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The members of the Companys Audit Committee are identified on
page 54 of the Annual Information Form, attached herewith as Exhibit 99.1
and incorporated by reference. In the opinion of the Companys Board of
Directors, all members of the Audit Committee are independent (as determined
under Rule 10A-3 of the Exchange Act and the rules of the AMEX) and are
financially literate.

Audit Committee Financial Expert

Up and until December 17, 2007, Dale Hendrick was the
financial expert such that he had an understanding of generally accepted
accounting principles and financial statements; was able to assess the general
application of accounting principles in connection with the accounting for
estimates, accruals and reserves; had experience preparing, auditing, analyzing
or evaluating financial statements that entail accounting issues of equal
complexity to the Company's financial statements (or actively supervising
another person who did so); had an understanding of internal controls and
procedures for financial reporting and an understanding of audit committee
functions. Effective December 17, 2007, Mr. Hendrick resigned from the Board of
Directors. Immediately upon his resignation, the audit committee engaged a
financial consultant to advise them through the year end review process.
Effective March 27, 2008, Andre Falzon joined the Board and now serves as the
financial expert.

The members of the Audit Committee do not have fixed terms and are appointed
and replaced from time to time by resolution of the board of directors.

The Audit Committee meets with the President and Chief
Executive Officer and the Chief Financial Officer of the Company and the
Companys independent auditors to review and inquire into matters affecting
financial reporting, the system of internal accounting and financial controls,
as well as audit procedures and audit plans. The Audit Committee also recommends
to the Board of Directors the auditors to be appointed. In addition, the
Committee reviews and recommends to the board of directors for approval the
annual financial statements, the Management Discussion and Analysis, and
undertakes other activities required by regulatory authorities.

Audit Committee Charter

The Companys Audit Committee Charter is available on the Companys website
at www.gammongold.com or in print to any shareholder who provides the Company
with a written request.

PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT
AUDITORS

KPMG LLP acted as the Company's independent auditor for the
fiscal year ended December 31, 2007. See page 50 of the Registrants Annual
Information Form, which is attached hereto as Exhibit 99.1 for the total amount
charged to the Company by December 31, 2007 for services performed in the last
two fiscal years by category of service (for audit fees, audit-related fees, tax
fees and all other fees) in US dollars.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS

See page 50 of the Registrants Annual Information Form incorporated by
reference to this document as Exhibit 99.1.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing arrangements or
relationships with unconsolidated special purpose entities.

CODE OF ETHICS

The Board has adopted a written Code of Conduct by which it
and all officers and employees of the Company abide. In addition, the Board,
through its meetings with management and other informal discussions with
management, encourages a culture of ethical business conduct and believes the
Company's high caliber management team promotes a culture of ethical business
conduct throughout the Company's operations and is expected to monitor the
activities of the Companys employees, consultants and agents in that regard.
The Board encourages any concerns regarding ethical conduct in respect of the
Companys operations to be raised, on an anonymous basis, with the President and
CEO, the Chairman, or another Board member as appropriate.

It is a requirement of applicable corporate law that
directors and senior officers who have an interest in a transaction or agreement
with the Company promptly disclose that interest at any meeting of the Board at
which the transaction or agreement will be discussed and, in the case of
directors, abstain from discussions and voting in respect to same if the
interest is material. These requirements are also contained in the Company's
Articles, which are made available to the directors and senior officers of the
Company.

All amendments to the code, and all waivers of the code with respect to any
of the officers covered by it, will be posted on the Companys website,
submitted on Form 6-K and provided in print to any shareholder who requests
them. The Companys Code of Conduct is located on its website at www.gammongold.com.

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CONTRACTUAL OBLIGATIONS

The information provided under the heading "Managements Discussion and
Analysis  Contractual Obligations " contained in Exhibit 99.2 as filed with
this annual report on Form 40-F contains the Companys disclosure of contractual
obligations and is incorporated by reference herein.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the
Registrant sent during the year ended December 31, 2007 concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.

AMEX CORPORATE GOVERNANCE

The Companys common shares are listed on AMEX. Section 110 of the AMEX
Company Guide permits AMEX to consider the laws, customs and practices of
foreign issuers in relaxing certain AMEX listing criteria, and to grant
exemptions from AMEX listing criteria based on these considerations. A company
seeking relief under these provisions is required to provide written
certification from independent local counsel that the non-complying practice is
not prohibited by home country law. A description of the significant ways in
which the Companys governance practices differ from those followed by domestic
companies pursuant to AMEX standards is as follows: Shareholder Meeting
Quorum Requirement: The AMEX minimum quorum requirement for a shareholder
meeting is one-third of the outstanding shares of common stock. In addition, a
company listed on AMEX is required to state its quorum requirement in its
bylaws. The Companys quorum requirement is set forth in its Memorandum and
Articles. A quorum for a meeting of members of the Company is 2 persons who are,
or who represent by proxy, shareholders who, in the aggregate, hold at least 5%
of the shares entitled to be voted at the meeting. Proxy Delivery Requirement:
AMEX requires the solicitation of proxies and delivery of proxy statements for
all shareholder meetings, and requires that these proxies shall be solicited
pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a
"foreign private issuer" as defined in Rule 3b-4 under the Exchange Act, and the
equity securities of the Company are accordingly exempt from the proxy rules set
forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company
solicits proxies in accordance with applicable rules and regulations in Canada.
The foregoing are consistent with the laws, customs and practices in Canada. In
addition, we may from time-to-time seek relief from AMEX corporate governance
requirements on specific transactions under Section 110 of the AMEX Company
Guide by providing written certification from independent local counsel that the
non-complying practice is not prohibited by our home country law, in which case,
we shall make the disclosure of such transactions available on our website at
www.gammongold.com. Information contained on our website is not part of this
annual report.

UNDERTAKING

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

CONSENT TO SERVICE OF PROCESS

The Company filed an Appointment of Agent for Service of Process and
Undertaking on Form F-X with respect to the class of securities in relation to
which the obligation to file this Form 40-F arises.

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Exhibit
    
    Description99.1
    
    Annual Information Form of the Company for
    the year ended December 31, 200799.2
    
    Managements Discussion and Analysis99.3
    
    2007 Consolidated Audited Financial
    Statements, including the auditors' report thereon99.4
    
    Related supplementary note entitled
    "Reconciliation to United States GAAP" and the auditors' report thereon99.5
    
    Report of the Independent Registered
    Accounting Firm on Management's Report on Internal Control Over Financial
    Reporting.99.6
    
    Comments by Auditor for United States Readers
    on Canada-United States Reporting Difference99.7
    
    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 193499.8
    
    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 200299.9
    
    Consent of KPMG LLP, Chartered Accountants99.10
    
    Consent of Glenn R. Clarke & Associates
    Limited99.11
    
    Consent of Mintec, Inc.99.12
    
    Consent of Clarence Wendt, P.Geo99.13
    
    Consent of Jose Luis Lee, Ph.D



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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:             
|                     | Name:           
|                     | Title:          
|                     |                 
|Date: March 31, 2008 |                 



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