6-K

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2008

Commission File No. 000-25827

LINCOLN GOLD CORPORATION
(Translation of registrant's name into English)

Suite 350, 885 Dunsmuir Street, Vancouver, British Columbia Canada V6C 1N5(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]

Form 20-F  [X] Form 40-F  [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  [ ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   [ ] No  [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):N/A

SUBMITTED HEREWITH

Exhibits
99.1	News release dated January 22, 2008 announcing closing of private placement on January 21, 2008.
99.2	Material Change Report on Form 51-102F3 dated January 22, 2008 reporting closing of private placement on January 10, 2008

SIGNATURE

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, thereunto duly authorized.

LINCOLN GOLD CORPORATION

Date: January 24, 2008

/s/ Paul F. Saxton
__________________________________
Paul F. Saxton
President and Chief Executive Officer

EX-99.1

350, 850 Dunsmuir StreetVancouver, BC V6C 1N5Telephone: 604 688 7377www.lincolngold.com

January 24, 2008 OTCBB: LGCP

FOR IMMEDIATE DISSEMINATIONPRIVATE PLACEMENT

LINCOLN GOLD CORP. (OTCBB:LGCP) (the "Company") announces that the Company has completed a private placement of 2,067,000 units, at a price of $0.20 per unit for total proceeds of $413,400. The private placement financing was originally announced by the Company on January 10, 2008. Each unit consists of one common share and one half share purchase warrant. Each whole purchase warrant entitles the purchaser to acquire one additional common share at a price of $0.25 per share for a period of two years. The securities issued in the private placement are subject to a four month hold period under Canadian Securities law expiring May 22, 2008. Finder's fees in cash were paid to a finder in this offering.

LINCOLN GOLD CORP./s/ Paul F. SaxtonPresident
For more information contact:Corporate Communications: 604-688-7377www.lincolngold.com

The securities being offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act.

All statements in this release, other than statements of historical facts, which address future financing, development and mining activities of Lincoln Gold Corp. are forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements includeLincoln Gold Corp.'s ability to complete the contemplated private placement and Lincoln Gold Corp.'s future land acquisition and exploration.

Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. In addition, Lincoln Gold Corp.'s business and operations are subject to the risks set forth in Lincoln Gold Corp.'s most recent Form 10-KSB, Form 10-QSB and other SEC filings which are available through EDGAR at www.sec.gov. These are among the primary risks we foresee at the present time. Lincoln Gold Corp. assumes no obligation to update the forward-looking statements.

EX-99.2

Form 51-102F3
MATERIAL CHANGE REPORT

Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations

Item 1                Name and Address of Company

Lincoln Gold Corporation (the "Company")
Suite 350, 885 Dunsmuir Street
Vancouver, British Columbia V6C 1N5

Item 2                Dates of Material Change

January 21, 2008

Item 3                News Release

A news release was filed on SEDAR and disseminated via Marketwire on January 24, 2008.

Item 4                Summary of Material Change

The Company announces the completion of a non-brokered private placement (the "Private Placement").

Item 5                Full Description of Material Change

The Company announces that further to its news release of January 10, 2008, it has completed the Private Placement consisting of 2,067,000 units (the "Units") at a price of $0.20 per Unit, for gross proceeds of $413,300. Each Unit consists of one common share (a "Share") and one half of one common share purchase warrant (a "Warrant"). Each whole warrant entitles its holder to purchase an additional Share at $0.25 per Share up to January 21, 2010.

All Shares issued pursuant to the Private Placement together with the Warrants and any shares issuable on the exercise of the Warrants are subject to a hold period under Canadian securities law expiring on May 22, 2008.

Proceeds from the financing will be used for general corporate purposes including land acquisition and exploration of the Company's Pine Grove and La Bufa properties.

Item 6                Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7                Omitted Information

None

Item 8                Executive Officer

The following senior officer of the Company is knowledgeable about the material change and may be contacted:

Paul F. Saxton, President and Chief Executive Officer, telephone: (604) 688-7377.

Item 9                Date of Report

January 24, 2008.