Filed by Filing Services Canada Inc. 403-717-3898

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


____________________


FORM 8-A12B



FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934


ALMADEN MINERALS LTD.

 (Exact name of registrant as specified in its charter)


British Columbia, Canada

(State or other jurisdiction of

incorporation or organization)

Not Applicable

(I.R.S. Employer

Identification No.)

Suite 1103-750 West Pender Street , Vancouver, B.C. Canada
V6C 2T8

(Address of principal executive offices)
(Zip Code)



If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.

              _X_

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.

___


Securities Act registration statement file number to which this form relates:


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

 

 

COMMON SHARES, WITHOUT PAR VALUE

THE AMERICAN STOCK EXCHANGE



                                     Securities to be registered pursuant to Section 12(g) of the Act:  None


                                Item 1.                Description of Registrant’s Securities To Be Registered.


        46,263,634 Common Shares without par value (of a total authorized issue of an unlimited number of Common Shares)including 4,538,282 Common Shares reserved for exercise of incentive stock options and 5,717,355 Common Shares reserved for exercise of outstanding warrants.

                                Item 2.                Exhibits.


        Not Applicable.


#

 



SIGNATURES


        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



                                        ALMADEN MINERALS LTD.



Date: December 13, 2005

                                        By:

                                    “Duane Poliquin”


                                      Duane Poliquin

                                      President and Chief Executive Officer