SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
Apollo Gold Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
03761E102
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 03761E102
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Libra Advisors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
3,598,100
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
3,598,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,598,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
CUSIP No. 03761E102
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Libra Associates, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
3,105,200
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
3,105,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,105,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 03761E102
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Libra Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
3,105,200
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
3,105,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,105,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 03761E102
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ranjan Tandon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
3,598,100
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
3,598,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,598,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 03761E102
---------
Item 1(a). Name of Issuer:
Apollo Gold Corporation
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(b). Address of Issuer's Principal Executive Offices:
Suite 300, 204 Black Street
Whitehorse, Yukon Territory
Canada Y1A 2M9
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Item 2(a). Name of Person Filing:
Libra Advisors, LLC
Libra Associates, LLC
Libra Fund, L.P.
Ranjan Tandon, President of Libra Advisors, LLC and Managing Member
of Libra Associates, LLC
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(b). Address of Principal Business Office, or if None, Residence:
909 Third Avenue
29th Floor
New York, New York 10022
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(c). Citizenship:
Libra Advisors, LLC - New York limited liability company
Libra Associates, LLC - Delaware limited liability company
Libra Fund, L.P. - Delaware limited partnership
Ranjan Tandon - United States of America
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(d). Title of Class of Securities:
Common Stock
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(e). CUSIP Number:
03761E102
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Item 3. If This S tatement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
3,105,200 shares deemed beneficially owned by Libra Associates, LLC;
3,105,200 shares deemed beneficially owned by Libra Fund, L.P.;
3,598,100 shares deemed beneficially owned by Libra Advisors, LLC;
3,598,100 shares deemed beneficially owned by Ranjan Tandon.
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(b) Percent of class:
4.2% deemed beneficially owned by Libra Associates, LLC;
4.2% deemed beneficially owned by Libra Fund, L.P.;
4.9% deemed beneficially owned by Libra Advisors, LLC;
4.9% deemed beneficially owned by Ranjan Tandon.
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Libra Associates, LLC: 0
Libra Fund, L.P.: 0
Libra Advisors, LLC: 0
Ranjan Tandon: 0
(ii) Shared power to vote or to direct the vote
Libra Associates, LLC: 3,105,200
Libra Fund, L.P.: 3,105,200
Libra Advisors, LLC: 3,598,100
Ranjan Tandon: 3,598,100
(iii) Sole power to dispose or to direct the
disposition of
Libra Associates, LLC: 0
Libra Fund, L.P.: 0
Libra Advisors, LLC: 0
Ranjan Tandon: 0
(iv) Shared power to dispose or to direct the
disposition of
Libra Associates, LLC: 3,105,200
Libra Fund, L.P.: 3,105,200
Libra Advisors, LLC: 3,598,100
Ranjan Tandon: 3,598,100
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below the Reporting Persons certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LIBRA ADVISORS, LLC***
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: President
Date: February 10, 2004
LIBRA ASSOCIATES, LLC***
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
Date: February 10, 2004
LIBRA FUND, L.P.***
By: LIBRA ASSOCIATES, LLC
its General Partner
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
Date: February 10, 2004
RANJAN TANDON***
/s/ Ranjan Tandon
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Name: Ranjan Tandon
Date: February 10, 2004
*** The Reporting Persons specifically disclaim beneficial ownership of the
securities reported herein except to the extent of their pecuniary interest
therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 1 dated February 10,
2004 relating to the Common Stock, par value, of Apollo Gold Corporation shall
be filed on behalf of the undersigned.
LIBRA ADVISORS, LLC
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: President
Date: February 10, 2004
LIBRA ASSOCIATES, LLC
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
Date: February 10, 2004
LIBRA FUND, L.P.
By: LIBRA ASSOCIATES, LLC
its General Partner
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
Date: February 10, 2004
RANJAN TANDON
/s/ Ranjan Tandon
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Name: Ranjan Tandon
Date: February 10, 2004
03784.0001 #461978