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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
July 1, 2008

CAPITAL GOLD CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-13078
13-3180530  
(state or other juris-
(Commission
(I.R.S. Employer
diction of incorporation)
File Number)
(Identification No.)

76 Beaver Street, New York, NY
10005
(Address of principal executive offices)
(Zip Code)

76 Beaver Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 344-2785
 
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Section 8 - Other Events

Item 8.01 Other Events.

On July 1, 2008, AngloGold Ashanti North America (“AngloGold”) notified us that it would not be exercising its one-time back-in right to acquire a 51% interest in the El Chanate project pursuant to the terms of the Stock Purchase Option Agreement dated effective December 15, 2000, between AngloGold and us. Please see the press release attached hereto as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit No.  Exhibit Title
   
99.1 Press Release, dated July 8, 2008.
  

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  CAPITAL GOLD CORPORATION
 
 		  
 		  
 
July 8, 2008 By:   /s/ Gifford A. Dieterle
 
Gifford A. Dieterle, President