As filed with the Securities and Exchange Commission on May 6, 2009
 
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549
 
 FORM 20-F/A
 
 REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
 
 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008
 Commission file number: 1-14846
 
 AngloGold Ashanti Limited
 (Exact Name of Registrant as Specified in its Charter)
 
 Republic of South Africa
 (Jurisdiction of Incorporation or Organization)
 
 76 Jeppe Street, Newtown, Johannesburg, 2001
 (P.O. Box 62117, Marshalltown, 2107)
 South Africa
 (Address of Principal Executive Offices)
 
 Lynda Eatwell, Company Secretary, Telephone: +27 11 6376128, Facsimile: +27 11 6376677
 E-mail: leatwell@anglogoldashanti.com, 76 Jeppe Street, Newtown, Johannesburg, 2001, South Africa
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
 Name of each exchange on which registered
 American Depositary Shares
 New York Stock Exchange
 Ordinary Shares
 New York Stock Exchange*
 *    Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of
 the Securities and Exchange Commission
 
 Securities registered pursuant to Section 12(g) of the Act:
 None
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 None
 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:  Ordinary Shares of 25 ZAR cents each
 353,483,410
 E Ordinary Shares of 25 ZAR cents each
 3,966,941
 A Redeemable Preference Shares of 50 ZAR cents each
 2,000,000
 B Redeemable Preference Shares of 1 ZAR cent each
 778,896
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes
 No
 
 If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
 to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 Yes    No
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 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.
 Yes    No
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
 See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
 
 (Check one): Large Accelerated Filer    Accelerated Filer  Non-Accelerated Filer
 
 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included
 in this filing:
 U.S. GAAP
 International Financial Reporting Standards as issued by the International Accounting Standards Board     Other
 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
 of the Exchange Act).
 Yes    No


EXPLANATORY NOTE
 This Amendment No. 1 to AngloGold Ashanti's annual report on Form 20-F for the year ended December 31, 2008, or Amendment No. 1, amends AngloGold Ashanti's annual report on Form 20-F for the year ended December 31, 2008 initially filed with the Securities and Exchange Commission on May 5, 2009.  The Form 20-F for the year ended December 31, 2008 is hereby amended to correct  typographical errors in Exhibit 19.13, and this Amendment No. 1 amends that exhibit.  The amended Exhibit 19.13 is being refiled as an exhibit to this Amendment No. 1.
 Other than the foregoing exhibit, no part of the annual report on Form 20-F for the year ended December 31, 2008 is being amended. This Amendment No. 1 does not reflect events occurring after the filing of the Form 20-F and does not modify or update the disclosures therein in any way other than as required to reflect the amendments described above.


SIGNATURES
 The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that is has duly caused and authorised the undersigned to sign this amended annual report on its behalf.
  Date:  May 6, 2009
 By:          /s/  S 
  Venkatakrishnan Name:     Srinivasan


EXHIBIT 19.12.1
 
 CERTIFICATION
 
 I, Mark Cutifani, certify that: 1.  I have reviewed this annual report on Form 20-F/A of AngloGold Ashanti Limited;
 
 fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
 designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 designed under our supervision, 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;
 
 conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
 
 financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent functions):
 
 reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
 
     /s/ Mark Cutifani      Mark Cutifani      Chief Executive Officer


EXHIBIT 19.12.2
 CERTIFICATION
 
 I, Srinivasan Venkatakrishnan, certify that: 1.  I have reviewed this annual report on Form 20-F/A of AngloGold Ashanti Limited;
 
 fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
 designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 designed under our supervision, 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;
 
 conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
 
 financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent functions):
 
 reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
 
     /s/ Srinivasan Venkatakrishnan       Srinivasan Venkatakrishnan       Chief Financial Officer


EXHIBIT 19.13
 
 
 CERTIFICATION PURSUANT TO
 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
   ending December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of our knowledge:
 1.
  2.
 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 Date: May 5, 2009
           Date: May 5, 2009