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

                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of Earliest Event Reported): July 31, 2007



                         Fischer-Watt Gold Company, Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


     Nevada                           0-22515                    88-0227654
- -----------------                  ------------              -------------------
(State or other                    (Commission                 (IRS Employer
jurisdiction                       File Number)               Identification #)
of incorporation)


                                 2582 Taft Court
                               Lakewood, CO 80215
                     ---------------------------------------
                     (Address of Principal Executive Office)


                                 (303) 232-0292
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                      N/A
           -----------------------------------------------------------
           Former Name or Former Address, if Changed Since Last Report


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))






Item 8.01    Other Events.
- ---------    ------------

     On January 25, 2007, Fischer-Watt Gold Company, Inc. (the "Company")
entered into a Stock Purchase Agreement (the "Agreement") among the Company,
Rogue River Resources Corp. ("Rogue River") and Minera Montoro, S.A. De C.V.,
the Company's Mexican subsidiary ("Minera Montoro"), and completed the first
tranche of the sale of its 65% ownership interest in Minera Montoro to Rogue
River. (See Form 8-K, and Exhibit 10.1 and Exhibit 99.1 filed February 1,
2007).

     On April 11, 2007, the Company issued a press release announcing that it
had completed the second tranche of the three tranche sale of its ownership
interest in Minera Montoro to Rogue River. The Company received $745,000 from
Rogue River for 31% of its share ownership in Minera Montoro. (See Form 8-K, and
Exhibit 99.1 filed April 13, 2007.)

     On July 31, 2007, the Company issued a press release announcing that it had
recently completed the sale of its 65% ownership in its Minera Montoro, with the
receipt of $745,000 from Rogue River for the third and final tranche of shares
in Minera Montoro. The Company retains a 1% net smelter returns royalty on
production from the porphyry portion of Minera Montoro's La Balsa copper deposit
in Michoacan, Mexico. A copy of the press release is included herewith as
Exhibit 99.1.


Item 9.01    Financial Statements and Exhibits.
- ---------    ---------------------------------

     (c) Exhibits.

         Exhibit Number    Description
         --------------    -----------

              99.1         Press Release, dated July 31, 2007, announcing
                           completion of the third and final tranche of Mexican
                           asset sale.



































                                       2





                                    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 hereunto duly authorized.


                                      FISHER-WATT GOLD COMPANY, INC.


                                      By: /s/ Peter Bojtos
                                          --------------------------------------
                                          Peter Bojtos, Chief Executive Officer


August 3, 2007










































                                       3



                                  EXHIBIT INDEX



Exhibit Number       Description
- --------------       -----------

     99.1            Press Release, dated July 31, 2007, announcing completion
                     of the third and final tranche of Mexican asset sale.


















































                                       4