SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RUTH GERALD B

(Last)

(First)

(Middle)

C/O WESTERN GOLDFIELDS

2 BLOOR STREET WEST, SUITE 2102

(Street)

TORONTO

M4W 3E2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN GOLDFIELDS INC [ WGDF.OTCBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2003		P		100,000	A	⁽¹⁾	100,000	I	Mother
Common Stock	12/16/2003		P		25,000	A	⁽¹⁾	25,000	I	Wife
Common Stock	03/14/2004		J⁽²⁾		100,000	A	⁽²⁾	200,000	I	Mother
Common Stock	03/14/2004		J⁽³⁾		25,000	A	⁽³⁾	50,000	I	Wife
Common Stock	05/10/2004		J⁽⁴⁾		7,668	A	⁽⁴⁾	207,668	I	Mother
Common Stock	05/10/2004		J⁽⁵⁾		1,917	A	⁽⁵⁾	51,917	I	Wife
Common Stock	02/17/2006		P		133,334	A	⁽⁶⁾	341,002	I	Mother
Common Stock	02/17/2006		P		500,000	A	⁽⁶⁾	551,917	I	Wife
Common Stock	12/13/2006		J⁽⁷⁾		100,000	A	$1⁽⁷⁾	441,002	I	Mother
Common Stock	12/13/2006		J⁽⁸⁾		25,000	A	$1⁽⁸⁾	576,917	I	Wife
Common Stock	06/29/2007		J⁽⁹⁾		66,667	A	$0.45⁽⁹⁾	507,669	I	Mother
Common Stock	06/29/2007		J⁽¹⁰⁾		250,000	A	$0.45⁽¹⁰⁾	826,917	I	Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Common Stock	$1	12/16/2003		P		100,000		12/16/2003	12/16/2006	Common Stock	100,000	⁽¹⁾	100,000	I	Mother
Warrants to purchase Common Stock	$1	12/16/2003		P		25,000		12/16/2003	12/16/2006	Common Stock	25,000	⁽¹⁾	25,000	I	Wife
Warrants to purchase Common Stock	$0.45	02/17/2006		P		66,667		02/17/2006	02/17/2008	Common Stock	66,667	⁽⁶⁾	66,667	I	Mother
Warrants to purchase Common Stock	$0.45	02/17/2006		P		250,000		02/17/2006	02/17/2008	Common Stock	250,000	⁽⁶⁾	250,000	I	Wife
Warrants to purchase Common Stock	$1	12/13/2006		C		100,000		12/16/2003	12/16/2006	Common Stock	100,000	⁽⁷⁾	0	I	Mother
Warrants to purchase Common Stock	$1	12/13/2006		C		25,000		12/16/2003	12/16/2006	Common Stock	25,000	⁽⁸⁾	0	I	Wife
Warrants to purchase Common Stock	$0.45	06/29/2007		C		66,667		02/17/2006	02/17/2008	Common Stock	66,667	⁽⁹⁾	0	I	Mother
Warrants to purchase Common Stock	$0.45	06/29/2007		C		250,000		02/17/2006	02/17/2008	Common Stock	250,000	⁽¹⁰⁾	0	I	Wife

Explanation of Responses:

1. Each unit consisting of one share of common stock ("Share") of Western Goldfields, Inc. (the "Company") and one warrant to purchase one share of common stock exercisable for $1.00 ("2003 Warrant") was purchased for $0.80 ("2003 Unit").

2. Pursuant to the registration rights agreement between the Company and Muriel A. Ruth, mother of Gerald B. Ruth ("Mother"), dated December 16, 2003 (the "Agreement One"), the Company issued to Mother one Share for each 2003 Unit purchased by Mother on December 16, 2003, at no cost to Mother, in anticipation of its failure to fulfill its obligation under the agreement to register with the Securities and Exchange Commission the Share portion of the 2003 Units no later than March 31,2004.

3. Pursuant to the registration rights agreement between the Company and Sandra Meddick-Ruth, wife of Gerald B. Ruth ("Wife") , dated December 16, 2003 (the "Agreement Two"), the Company issued to Wife one Share for each 2003 Unit purchased by Wife on December 16, 2003, at no cost to Wife, in anticipation of its failure to fulfill its obligation under the agreement to register with the Securities and Exchange Commission the Share portion of the 2003 Units no later than March 31, 2004.

4. The Company issued to Mother 7,668 common shares in lieu of a cash payment of $3,834 owed by the Company to Mother as a result of the Company's failure to perform certain actions under the Agreement One.

5. The Company issued to Wife 1,917 common shares in lieu of a cash payment of $958.50 owed by the Company to Wife as a result of the Company's failure to perform certain actions under the Agreement Two.

6. Each unit consisting of one Share and one half warrant to purchase one Share exercisable for $0.45 ("2006 Warrants") was purchased for $0.30.

7. Mother exercised 100,000 2003 Warrants to purchase Shares at $1.00 per warrant.

8. Wife exercised 25,000 2003 Warrants to purchase Shares at $1.00 per warrant.

9. Mother exercised 66,667 2006 Warrants to purchase Shares at $0.45 per warrant.

10. Wife exercised 250,000 2006 Warrants to purchase Shares at $0.45 per warrant.

	/s/ Gerald Ruth	08/09/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.