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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F/A(Amendment 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,
  2010

Commission file number: 001-32943



AUGUSTA RESOURCE
CORPORATION(Exact Name of Registrant as Specified in its
Charter)

|Canada                                                                  | 1041                                                    | N/A                                 
|----------------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------
|(Province or other jurisdiction of incorporation or
      organization) | (Primary Standard Industrial Classification
      Code) | (I.R.S. Employer Identification No.)

400  837 West Hastings Street Vancouver, British
Columbia, Canada V6C 3N6 (604) 687-1717(Address and Telephone
Number of Registrants Principal Executive Offices)

|Copies to:                                                                    
|------------------------------------------------------------------------------
|                                                                              
|Dorsey & Whitney LLP                                                          
|1400 Wewatta Street, Suite 400                                                
|Denver, Colorado 80202                                                        
|(303) 629-3400                                                                
|(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 | NYSE Amex                                 

Securities registered or to be registered pursuant to Section
12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: N/AFor 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: As at December 31, 2010, 135,595,702common
shares of the Registrant were issued and outstanding.

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 Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[     ] Yes   [     ] 
No

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EXPLANATORY NOTE

Augusta Resource Corporation (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. The 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.

This Amendment No. 1 to the Companys annual report on Form
40-F for the year ended December 31, 2010 is being made for the purpose of
filing the Companys amended Managements Discussion and Analysis (Amended
MD&A) for the year ended December 31, 2010. The content of the Amended
MD&A is unchanged from our annual Managements Discussion and Analysis for
the year ended December 31, 2010, which was filed in the Companys annual report
on Form 40-F on March 31, 2011 with the United States Securities and Exchange
Commission, with the exception of the inclusion of a selected financial
information table on page 6 of the Amended MD&A. The Amended MD&A
provides an analysis of Augustas audited financial results for the fiscal year
ended December 31, 2010 compared to the previous year.

Except as set forth above, no other amendments are being made
to the Companys annual report on Form 40-F as originally filed on March 31,
2011.

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 previously filed an Appointment of Agent for
Service of Process and Undertaking on Form F-X with the SEC on May 16,
2011, with respect to the class of securities in relation to which the
obligation to file this annual report on Form 40-F arises.

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EXHIBIT INDEX

The following exhibits have been filed as part of this annual
report on Form 40-F/A:

|Exhibit            | Description                                                                                                                                                                                 
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Annual Information
|1.*                | Annual Information Form of the Company for the
      year ended December 31, 2010                                                                                                           
|2.*                | Audited consolidated financial
      statements of the Company and notes thereto for the years ended December
      31, 2010, 2009 and 2008 together with the report of the auditors thereon
|3.                 | Managements Discussion
      and Analysis for the years ended December 31, 2010, 2009 and 2008                                                                                             
|4.*                | Report of Independent Registered
      Chartered Accountants  attestation of internal controls over financial
      reporting.                                                             
|5.*                | Code of Business Conduct and Ethics                                                                                                                                                         
|                   |                                                                                                                                                                                             
|Certifications    
|6.                 | Certificate
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002                                                                                
|7.                 | Certificate of Chief Financial
      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                      
|8.                 | Certificate
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                 
|9                  | Certificate of Chief Financial
      Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002                                 
|                   |                                                                                                                                                                                             
|Consents           |                                                                                                                                                                                             
|10.                | Consent
      of Ernst & Young LLP                                                                                                                                                          
|11.*               | Consent of Conrad Huss of M3 Engineering &
      Technology Corporation                                                                                                                     
|12.*               | Consent of Thomas L. Drielick of
      M3 Engineering & Technology Corporation                                                                                                              
|13.*               | Consent of William L. Rose of WLR Consulting Inc.                                                                                                                                           
|14.*               | Consent of John Ajie of URS Washington
      Division                                                                                                                                       
|15.*               | Consent of Robert Fong of Moose Mountain Technical
      Services                                                                                                                           

* Previously filed with the Companys annual report on Form
40-F as filed with the Securities and Exchange Commission on March 31, 2011.

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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.

| | AUGUSTA RESOURCE CORPORATION
| | ----------------------------
| |                             
| |                             
| | By:                         
| | Name:                       
| | Title:                      

Date: May 16, 2011

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