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

                                    FORM 40-F/A

(Check one)

[ ]  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, 2005   Commission file number 001-32412


                           GLENCAIRN GOLD CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



 Not Applicable                 Ontario                    Not Applicable
--------------------------------------------------------------------------------
(Translation of          (Province of other of             (I.R.S. Employer
Registrant's name     jurisdiction of incorporation         Identification
into English                or organization)             Number (if applicable))
(if applicable))

                                      1041
--------------------------------------------------------------------------------
    (Primary Standard Industrial Classification Code Number (if applicable))


          6 Adelaide Street East, Suite 500, Toronto, Ontario M5C 1H6,
                             Canada (416) 860-0919
--------------------------------------------------------------------------------
   (Address and telephone number of Registrant's principal executive offices)



  Martin Pomerance, Dorsey & Whitney LLP, 250 Park Avenue, New York, NY 10177,
                               USA (212) 415-9200
--------------------------------------------------------------------------------
 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                  American Stock Exchange
                                             Toronto Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

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

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

For 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,  2005,  171,207,198  Common  Shares  without par value were
outstanding.

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: 82-____________                    [X]    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 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






                                EXPLANATORY NOTE

     Due to a filing agent error, an incorrect  version of the 40-F was on March
31, 2006.





                         RESOURCE AND RESERVES ESTIMATES

     All mineral  resource and reserve  estimates in this Annual  Report on Form
40-F have been prepared in accordance with Canadian  National  Instrument 43-101
and the  Canadian  Institute  of Mining and  Metallurgy  ("CIM")  Classification
System. These standards differ significantly from the requirements of the United
States  Securities  and Exchange  Commission,  and mineral  resource and reserve
information herein may not be comparable to similar information  concerning U.S.
companies.


                             CONTROLS AND PROCEDURES

     As of the end of the  registrant's  fiscal year ended December 31, 2005, an
evaluation of the  effectiveness  of the registrant's  "disclosure  controls and
procedures"  (as such term is defined in Rules  13a-15(e)  and  15d-15(e) of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")) was carried
out by the  registrant's  management  with the  participation  of the  principal
executive officer and principal  financial officer.  Based upon that evaluation,
the registrant's  principal  executive  officer and principal  financial officer
have  concluded  that  as of the  end of  that  fiscal  year,  the  registrant's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed by the  registrant  in reports that it files or submits
under the  Exchange  Act is (i)  recorded,  processed,  summarized  and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms and (ii) accumulated and communicated to the registrant's  management,
including its principal  executive officer and principal  financial officer,  to
allow timely decisions regarding required disclosure.

     It should be noted that while the registrant's  principal executive officer
and  principal  financial  officer  believe  that  the  registrant's  disclosure
controls and  procedures  provide a reasonable  level of assurance that they are
effective,  they do not expect that the  registrant's  disclosure  controls  and
procedures or internal control over financial  reporting will prevent all errors
and fraud.  A control  system,  no matter how well  conceived or  operated,  can
provide only  reasonable,  not absolute,  assurance  that the  objectives of the
control system are met.

                   INTERNAL CONTROLS OVER FINANCIAL REPORTING

     During the fiscal year ended  December 31,  2005,  there were no changes in
the Registrant's  internal control over financial reporting that have materially
affected or are reasonably  likely to materially  affect the Company's  internal
control over  financial  reporting (as defined in  Rules13a-15(f)  and 15d-14(f)
under the Securities Exchange Act of 1934).

                        AUDIT COMMITTEE FINANCIAL EXPERT

     The Board of  Directors  has reviewed the  definition  of "audit  committee
financial  expert"  under  item 8(a) of General  Instruction  B to Form 40-F and
determined that all the members of the Registrant's  audit committee satisfy the
criteria for audit committee  financial  experts under the Exchange Act. The SEC
has  indicated  that  the  designation  of such  directors  as  audit  committee
financial experts does not make such directors "experts" for any purpose, impose
any duties,  obligations  or liability on such  directors  that are greater than
those  imposed  on  members  of the board of  directors  who do not  carry  this
designation.



                                       2



                                 CODE OF ETHICS

     The   Registrant  has  adopted  a  code  of  ethics  that  applies  to  the
Registrant's  principal  executive  officer,  principal  financial  officer  and
principal accounting officer. A copy of Registrant's code of ethics is available
to any person without charge,  upon written request made to General Counsel at 6
Adelaide  Street  East,  Suite  500,  Toronto,  Ontario  M5C 1H6,  Canada  (416)
860-0919.

                     PRINCIPAL ACCOUNTANT FEES AND SERVICES

This  disclosure  provided under the heading  "Directors and Officers - External
Auditor  Service Fees" and  "-Pre-Approval  Policies and  Procedures" in Exhibit
99.1 is incorporated by reference herein.


                         OFF-BALANCE SHEET ARRANGEMENTS

     The Registrant is not a party to any off-balance  sheet  arrangements  that
have, or are reasonably  likely to have, a current or future  material effect on
the Registrant's financial condition, revenues, expenses, results of operations,
liquidity, capital expenditures or capital resources.

                  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

     The  diclosure  provided  under the heading  "Contractual  Obligations"  in
Exhibit 99.3 hereto is incorporated by reference herein.



                                       4




                                  UNDERTAKINGS

     The  Registrant  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 to transactions in said securities.





                                       5



                                   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,
thereunto duly authorized.

                                       GLENCAIRN GOLD CORPORATION



                                       /s/  Kerry J. Knoll
                                       -----------------------------------------
                                       Kerry J. Knoll
                                       President and Chief Executive Officer


Date:  March 31, 2006




                                       6



                                  EXHIBIT INDEX

         The following exhibits have been filed as part of the Annual Report:

  Exhibit      Description
  -------      -----------
    99.1       Annual Information Form dated March 29, 2006

    99.2       Audited  financial  statements of the  Registrant,  and the notes
               thereto for fiscal 2005  together with the report of the auditors
               thereon, including a U.S. GAAP reconciliation

    99.3       Management's Discussion and Analysis for fiscal 2005

    99.4       Consent of PricewaterhouseCoopers LLP

    99.5       Consent of K. Atkin

    99.6       Consent of M. Gareau

    99.7       Certifications  pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002

    99.8       Certifications  pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002