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)
November 13, 2007

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

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


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 5 - Corporate Governance and Management
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2007, the employment agreement of John Brownlie was amended to provide Mr. Brownlie with severance benefits comparable to those of our other executive officers and to provide him with the protections afforded to our other executive officers in the event of a change of control of our company.


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
 
 		  
 		  
 
November 15, 2007 By:   /s/ Gifford A. Dieterle
 
Gifford A. Dieterle, President