FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of October, 2009

Commission File Number   001-31522

Eldorado Gold Corporation
 (Translation of registrant's name into English)	
1188-550 Burrard Street
Bentall 5
Vancouver, B.C.
Canada  V6C 2B5
 (Address of principal executive offices)	

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F....[    ]..... Form 40-F...[. X .]...
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): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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): 82- ________

Signatures
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.

 

Date:  October 30, 2009	ELDORADO GOLD CORPORATION

/s/ Dawn Moss

Dawn Moss, Corporate Secretary	

Exhibits
 
32.1    CEO Certification
32.2    CFO Certification
99.1    Interim Financial Statements
99.2    Management's Discussion & Analysis

Form 52-109F2
Certification of interim filings - full certificate

I, Paul N. Wright, President and Chief Executive Officer of Eldorado Gold Corporation, certify the following:
1.
I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Eldorado Gold Corporation (the “issuer”) for the interim period ended September 30, 2009.

2.
Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.
Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1
The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework.

5.2
N/A

5.3
The issuer has disclosed in its interim MD&A

(a)
the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(iii)
a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b)
summary financial information about the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6.
The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2009 and ended on September 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 29, 2009

“Paul N. Wright”
______________________________
Paul N. Wright
President and Chief Executive Officer

2

Form 52-109F2
Certification of interim filings - full certificate

I, Earl W. Price, Chief Financial Officer of Eldorado Gold Corporation, certify the following:
1.
I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Eldorado Gold Corporation (the “issuer”) for the interim period ended September 30, 2009.

2.
Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.
Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1
The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework.

5.2
N/A

5.3
The issuer has disclosed in its interim MD&A

(a)
the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(iii)
a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b)
summary financial information about the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6.
The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2009 and ended on September 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 29, 2009

“Earl W. Price”
_________________
Earl W. Price
Chief Financial Officer

2

		
 	 	
September 30, 2009	Unaudited Interim Consolidated Financial Statements	
 	Suite 1188, 550 Burrard Street
Vancouver, British Columbia
V6C 2B5

Phone:  (604) 687-4018
Fax:      (604) 687-4026	

Eldorado Gold Corporation
Unaudited Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars)

					
 	 	September 30,	 	December 31,	
		2009		2008	
		$		$	
Assets	 	 	 	 	
 	 	 	 	 	
Current assets	 	 	 	 	
Cash and cash equivalents	 	  149,551 	 	  61,851 	
Marketable securities	 	  10,854 	 	  43,610 	
Accounts receivable and other	 	  20,567 	 	  36,109 	
Inventories	 	  117,477 	 	  86,966 	
Future income taxes	 	  634 	 	  175 	
 	 	  299,083 	 	  228,711 	
Investment in Sino Gold (note 8)	 	  345,415 	 	  - 	
Restricted assets and other	 	  9,879 	 	  8,349 	
Mining interests	 	  703,700 	 	  668,309 	
 	 	  1,358,077 	 	  905,369 	
 	 	 	 	 	
Liabilities	 	 	 	 	
 	 	 	 	 	
Current liabilities	 	 	 	 	
Accounts payable and accrued liabilities	 	  50,898 	 	  42,659 	
Debt (note 5)	 	  147 	 	  139 	
Future income taxes	 	  2,346 	 	  1,097 	
 	 	  53,391 	 	  43,895 	
Asset retirement obligations	 	  5,025 	 	  4,812 	
Future income taxes	 	  63,240 	 	  60,043 	
 	 	  121,656 	 	  108,750 	
 	 	 	 	 	
Non-controlling interest	 	  6,043 	 	  4,799 	
 	 	 	 	 	
Shareholders* Equity	 	 	 	 	
 	 	 	 	 	
Share capital (note 6(a))	 	  1,221,951 	 	  931,933 	
Contributed surplus (note 6(b))	 	  18,731 	 	  19,378 	
Accumulated other comprehensive income (loss) (note 6(c))	 	  74,101 	 	  (5,971)	
Deficit	 	  (84,405)	 	  (153,520)	
 	 	  1,230,378 	 	  791,820 	
 	 	  1,358,077 	 	  905,369 	
 	 	 	 	 	
Commitment (note 8)	 	 	 	 	

Approved on behalf of the Board of Directors

                (Signed) Robert Gilmore           Director               (Signed) Paul N. Wright               Director 

See accompanying notes to consolidated financial statements.

Eldorado Gold Corporation
Unaudited Consolidated Statements of Operations and Deficit
For the periods ended September 30,

(Expressed in thousands of U.S. dollars except per share amounts)

									
 	 	Three months ended	 	Nine months ended	
 	 	2009	 	2008	 	2009	 	2008	
		$		$		$		$	
Revenue	 	 	 	 	 	 	 	 	
Gold sales	 	  81,608 	 	  65,013 	 	  213,961 	 	  213,747 	
Interest and other income	 	  996 	 	  3,225 	 	  1,583 	 	  9,336 	
 	 	  82,604 	 	  68,238 	 	  215,544 	 	  223,083 	
 	 	 	 	 	 	 	 	 	
Expenses	 	 	 	 	 	 	 	 	
Operating costs	 	  28,109 	 	  23,265 	 	  75,053 	 	  66,061 	
Depletion, depreciation and amortization	 	  9,017 	 	  6,772 	 	  20,015 	 	  19,108 	
General and administrative	 	  7,442 	 	  6,224 	 	  24,101 	 	  25,956 	
Exploration	 	  3,182 	 	  7,443 	 	  8,618 	 	  12,306 	
Mine standby costs	 	  881 	 	  - 	 	  1,817 	 	  2,432 	
Asset retirement obligation costs	 	  65 	 	  2,609 	 	  196 	 	  2,875 	
Foreign exchange (gain) loss	 	  (442)	 	  2,286 	 	  (1,569)	 	  1,453 	
 	 	  48,254 	 	  48,599 	 	  128,231 	 	  130,191 	
 	 	 	 	 	 	 	 	 	
(Gain) loss on disposal of assets	 	  119 	 	  1,667 	 	  (1,344)	 	  1,667 	
(Gain) loss on marketable securities and restricted asset	 	  (1,168)	 	  372 	 	  (1,287)	 	  146 	
Interest and financing costs	 	  77 	 	  756 	 	  235 	 	  2,626 	
Loss on derivative contract	 	  - 	 	  739 	 	  - 	 	  2,217 	
 	 	  47,282 	 	  52,133 	 	  125,835 	 	  136,847 	
Income before income taxes and non-controlling interest	 	  35,322 	 	  16,105 	 	  89,709 	 	  86,236 	
 	 	 	 	 	 	 	 	 	
Income tax (expense) recovery	 	 	 	 	 	 	 	 	
Current	 	  (13,812)	 	  (8,076)	 	  (27,465)	 	  (22,155)	
Future	 	  8,873 	 	  9,701 	 	  8,115 	 	  4,548 	
 	 	  (4,939)	 	  1,625 	 	  (19,350)	 	  (17,607)	
 	 	 	 	 	 	 	 	 	
Non-controlling interest	 	  (229)	 	  (690)	 	  (1,244)	 	  (5,697)	
 	 	 	 	 	 	 	 	 	
Net income for the period	 	  30,154 	 	  17,040 	 	  69,115 	 	  62,932 	
 	 	 	 	 	 	 	 	 	
Deficit, beginning of period	 	  (114,559)	 	  (271,284)	 	  (153,520)	 	  (317,176)	
 	 	 	 	 	 	 	 	 	
Deficit, end of period	 	  (84,405)	 	  (254,244)	 	  (84,405)	 	  (254,244)	
 	 	 	 	 	 	 	 	 	
Weighted average number of shares outstanding	 	 	 	 	 	 	 	 	
Basic	 	  391,583 	 	  363,565 	 	  377,601 	 	  351,283 	
Diluted		  392,328 	 	  365,297 	 	  378,821 	 	  352,771 	
 	 	 	 	 	 	 	 	 	
Earnings per share	 	 	 	 	 	 	 	 	
Basic income per share - US$	 	  0.08 	 	  0.05 	 	  0.18 	 	  0.18 	
Diluted income per share - US$	 	  0.08 	 	  0.05 	 	  0.18 	 	  0.18 	

 	 	 	 	 	 	 	 	 	

See accompanying notes to the consolidated financial statements.

Eldorado Gold Corporation
Unaudited Consolidated Statements of Cash Flows
For the periods ended September 30,

(Expressed in thousands of U.S. dollars, unless otherwise stated)

									
 	 	Three months ended	 	Nine months ended	
 	 	2009	 	2008	 	2009	 	2008	
		$		$		$		$	
Cash flows generated from (used in):	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income for the period	 	  30,154 	 	  17,040 	 	  69,115 	 	  62,932 	
Items not affecting cash	 	 	 	 	 	 	 	 	
Asset retirement obligations costs	 	  65 	 	  2,609 	 	  196 	 	  2,875 	
Depletion, depreciation and amortization	 	  9,017 	 	  6,772 	 	  20,015 	 	  19,108 	
Unrealized foreign exchange (gain) loss	 	  2,050 	 	  - 	 	  1,624 	 	  418 	
Future income taxes expense (recovery)	 	  (8,873)	 	  (9,701)	 	  (8,115)	 	  (4,548)	
(Gain) loss on disposal of assets	 	  119 	 	  1,667 	 	  (1,344)	 	  1,667 	
(Gain) loss on marketable securities and restricted asset	 	  (1,168)	 	  372 	 	  (1,287)	 	  146 	
Imputed interest and financing costs	 	  - 	 	  11 	 	  - 	 	  30 	
Stock-based compensation	 	  1,867 	 	  649 	 	  7,668 	 	  8,492 	
Pension expense (note 4)	 	  442 	 	  - 	 	  1,245 	 	  - 	
Non-controlling interest	 	  229 	 	  690 	 	  1,244 	 	  5,697 	
Loss on derivative contract	 	  - 	 	  739 	 	  - 	 	  2,217 	
 	 	  33,902 	 	  20,848 	 	  90,361 	 	  99,034 	
   Bonus cash award units payments	 	  - 	 	  - 	 	  (2,543)	 	  - 	
Property reclamation payments	 	  - 	 	  172 	 	  - 	 	  (1,225)	
Contractual severance payments	 	  - 	 	  (544)	 	  - 	 	  (803)	
Changes in non-cash working capital (note 9)	 	  (6,317)	 	  (18,773)	 	  2,341 	 	  (8,929)	
 	 	  27,585 	 	  1,703 	 	  90,159 	 	  88,077 	
 	 	 	 	 	 	 	 	 	
Investing activities	 	 	 	 	 	 	 	 	
Mining interests	 	 	 	 	 	 	 	 	
Acquisition of Frontier net of cash received	 	  - 	 	  7,479 	 	  - 	 	  7,479 	
Capital expenditures	 	  (24,151)	 	  (39,923)	 	  (63,003)	 	  (79,689)	
Sales and disposals	 	  - 	 	  5,689 	 	  35 	 	  6,129 	
Marketable securities	 	 	 	 	 	 	 	 	
Purchases	 	  (646)	 	  (21,220)	 	  (646)	 	  (23,663)	
Proceeds on disposals	 	  5,766 	 	  - 	 	  42,154 	 	  263 	
Pension plan contributions	 	  - 	 	  - 	 	  (1,856)	 	  - 	
Restricted cash and other restricted assets	 	  4,893 	 	  25,000 	 	  1,888 	 	  30,710 	
 	 	  (14,138)	 	  (22,975)	 	  (21,428)	 	  (58,771)	
 	 	 	 	 	 	 	 	 	
Financing activities	 	 	 	 	 	 	 	 	
Capital stock	 	 	 	 	 	 	 	 	
Issuance of common shares for cash	 	  5,366 	 	  1,463 	 	  18,969 	 	  6,726 	
Long-term and bank debt	 	 	 	 	 	 	 	 	
Proceeds	 	  - 	 	  - 	 	  4,982 	 	  5,000 	
Repayments	 	  (4,982)	 	  (25,000)	 	  (4,982)	 	  (35,479)	
 	 	  384 	 	  (23,537)	 	  18,969 	 	  (23,753)	
Net increase (decrease) in cash and cash equivalents	 	  13,831 	 	  (44,809)	 	  87,700 	 	  5,553 	
Cash and cash equivalents - beginning of period	 	  135,720 	 	  96,376 	 	  61,851 	 	  46,014 	
Cash and cash equivalents - end of period	 	  149,551 	 	  51,567 	 	  149,551 	 	  51,567 	
 	 	 	 	 	 	 	 	 	
Supplementary cash flow information (note 7)	 	 	 	 	 	 	 	 	

See accompanying notes to the consolidated financial statements.

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

1.
Nature of operations

Eldorado Gold Corporation (“Eldorado” or “the Company”) is a gold exploration, development, mining and production company. The Company has ongoing exploration and development projects in Brazil, China, Turkey and Greece. On July 1, 2006, the Company began production in Turkey, and on February 1, 2007, the Company began production in China. Production at the Kişladağ mine in Turkey was suspended in August 2007 as a result of a court injunction and the mine remained shut down throughout the rest of that year. The court injunction was removed in February 2008 and the mine restarted production on June 6, 2008. Production operations in Brazil ceased in the second quarter of 2007 and the São Bento mine (“São Bento”) was sold to AngloGold Ashanti on December 15, 2008.
With the exception of changes in accounting policies as outlined in note 2 below, these unaudited interim consolidated financial statements were prepared by Eldorado in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) consistent with those used to prepare Eldorado’s audited consolidated financial statements for the year ended December 31, 2008. As these unaudited interim consolidated financial statements do not contain all of the disclosures required by Canadian GAAP for annual financial statements, they should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2008.
In the opinion of management, Eldorado has made all adjustments necessary to present fairly the Company’s consolidated financial position as at September 30, 2009 and the consolidated results of operations, cash flows and comprehensive income for the three- and nine-month periods then ended.
Certain comparative figures have been reclassified to conform to the current period’s presentation.

2.
Changes in accounting policies and new accounting developments

Goodwill and intangible assets (Section 3064)
In February 2008, the Canadian Institute of Chartered Accountants (“CICA”) issued Section 3064, “Goodwill and Intangible Assets”, which replaces Section 3062, “Goodwill and Other Intangible Assets”. This new standard provides guidance on recognizing, measuring, presenting and disclosing goodwill and intangible assets and is effective for the Company beginning January 1, 2009 and applies retrospectively.

The adoption of this new accounting policy did not have a material impact on Eldorado’s consolidated financial statements.

Credit Risk and the Fair Value of Financial Assets and Financial Liabilities (EIC Abstract 173)

In January 2009, the CICA issued EIC Abstract 173, “Credit Risk and the Fair Value of Financial Assets and Financial Liabilities”. The EIC requires the Company to take into account the Company’s own credit risk and the credit risk of the counterparty in determining the fair value of financial assets and financial liabilities, including derivative instruments. This abstract applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2009. The adoption of this new accounting policy did not have any material impact on Eldorado’s consolidated financial statements.

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

2.    Changes in accounting policies and new accounting developments (continued)

Mining Exploration Costs (EIC Abstract 174)

In March 2009, the CICA issued EIC Abstract 174, “Mining Exploration Costs”. The EIC provides guidance on the accounting and the impairment review of exploration costs. This abstract applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2009. The adoption of this new accounting policy did not have any material impact on Eldorado’s consolidated financial statements.

Financial Instruments – Recognition and Measurement (Section 3855) and Impaired Loans (Section 3025)

In July 2009, the Accounting Standards Board (“AcSB”) amended Section 3855, Financial Instruments – Recognition and Measurement , and Section 3025, Impaired Loans , to converge with IFRS for impairment of debt instruments by enabling debt securities to be included in the loans and receivables category. The main features of the amendments are: i) to eliminate the distinction between debt securities and other debt instruments and adopt the definition of loans and receivables from IAS 39, Financial Instruments – Recognition and Measurement , ii) to permit reclassification of financial assets from the held-for-trading and available-for-sale categories into the loans and receivables category and specifying the circumstances in which such transfers can be made and the accounting for those transfers, iii) to reclassify to net income, foreign exchange gains and losses associated with assets transferred out of the available-for-sale category, that were previously recognized in other comprehensive income, immediately upon transfer, iv) to change the impairment model for held-to-maturity investments to the incurred credit loss model in accordance with Section 3025, and v) to require the reversal of an impairment loss relating to an available-for-sale debt instrument when, in a subsequent period, the fair value of the instrument increases and the increase can be objectively related to an event occurring after the loss was recognized.
The new changes are effective for annual financial statements for fiscal years beginning on or after November 1, 2009. Application to interim financial statements in year of adoption is permitted if statements are issued on or after August 20, 2009. The Company is currently assessing the impact of the new standard on its consolidated financial statements.

3.
Vila Nova Iron Ore Project

On August 5, 2009, the Company announced the acquisition of the remaining 25% interest in its Vila Nova Iron Ore Project (the "Project") from Mineração Amapari SA (“Amapari”), a Brazilian private company, in exchange for a Net Profits Interest royalty of 10% plus a sliding scale royalty based on the operating margin of the Project. The transaction took place between Amapari and Unamgen Mineração - a wholly owned subsidiary of Eldorado in Brazil.

Under the terms of the agreement, Eldorado has to pay $750 on start of commercial production plus variable payments tied to total production or sales of assets.

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

4.
Defined benefit plans expense

 	 	Three months ended	 	Nine months ended	
 	 	September 30,	 	September 30,	
 	 	2009
$	 	2008
$	 	2009
$	 	2008
$	
         	 	 	 	 	 	 	 	 	
Pension plan expense	 	31	 	-	 	87	 	-	
SERP expense *	 	411	 	-	 	1,158	 	-	
 	 		 		 		 		
Total	 	442	 	-	 	1,245		-	

* Non-registered Supplemental Retirement Plan

5.
Debt

In November 2007, Qinghai Dachaidan Mining Limited (“QDML”), our 90% owned subsidiary, entered into a $15,000 revolving facility (“the Facility) with HSBC Bank (China). The Facility can be drawn down in minimum tranches of $100 or in integral multiples of $10. Each drawdown bears interest fixed at the prevailing lending rate stipulated by the People’s Bank of China with a 10% markdown. The Facility had a term of one year and is subject to annual review and renewal. In November 2008, the Facility was renewed for a second year and the interest rate was fixed at 1.2 times the prevailing lending rate stipulated by the People’s Bank of China.

In January 2009, QDML drew down $5,000 under the Facility and the total amount was paid off in September, 2009. A restricted cash account was set up as collateral for the bank loan at the beginning of the year in the amount of $5,500 and it was released by the Bank when the loan was paid off at the end of September, 2009.

6.
Shareholders’ equity

(a)
Authorized and issued share capital
The Company’s authorized share capital consists of an unlimited number of voting common shares without par value and an unlimited number of non-voting common shares without par value. At September 30, 2009 there were no non-voting common shares outstanding.

Voting common shares	 	Number of shares	 	Amount
$	
Balance, December 31, 2008	 	368,278,029	 	931,933	
 	 		 		
Shares issued upon exercise of share options, for cash	 	4,062,992	 	18,969	
Shares issued in consideration for investment in Sino Gold (note 8)	 	27,824,654	 	263,293	
Estimated fair value of share options exercised	 	-	 	7,756	
 	 		 		
Balance, September 30, 2009	 	400,165,675	 	1,221,951	

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

					
6.    Shareholders’ equity (continued)

(b)
Contributed surplus

The continuity of contributed surplus on the Consolidated Balance Sheet is as follows:

 	 	 Contributed surplus attributable to:	
 	 	 Stock-based
 compensation
 $	 	 Other
 $	 	Total
$	
 	 	 	 	 	 	 	
Balance, December 31, 2008	 	18,284	 	1,094	 	19,378	
 	 	 	 	 	 	 	
Non-cash stock-based compensation	 	7,109	 	-	 	7,109	
Options exercised, credited to share capital	 	(7,756)	 	-	 	(7,756)	
 	 		 		 		
Balance, September 30, 2009	 	17,637	 	1,094	 	18,731	

(c)
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income includes the following:

 	September 30,
2009
$	 	December 31, 2008
$	
 	 	 	 	
Balance, beginning of period	(5,971)		214	
 				
Unrealized gains (losses) on available-for-sale investment	88,608		(6,431)	
Other than temporary impairment charges	-		460	
Realized gains (losses) on sale of available-for-sale investment transferred to net income	1,717		(61)	
FIT on unrealized gains on available-for-sale investment	(10,253)			
Reversal on acquisition of Frontier	-		(153)	
 				
Balance, end of period	74,101		(5,971)	

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

7.
Stock-based compensation
(a)
Share option plans
The continuity of share purchase options outstanding is as follows:

 	 	Weighted average exercise price
Cdn$	 	Number of options	 	Contractual weighted average remaining life
(years)	
 	 	 	 	 	 	 	
Balance, December 31, 2008	 	5.71	 	13,438,914	 	3.9	
Granted	 	 9.60	 	688,000	 		
Exercised	 	 5.53	 	(4,062,992)	 		
Cancelled	 	 6.46	 	(55,000)	 		
 	 		 		 		
Balance, September 30, 2009	 	 6.04	 	10,008,922	 	 3.5	

At September 30, 2009, 4,726,577 share purchase options (December 31, 2008 – 6,119,729) with a weighted average exercise price of Cdn$6.56 (December 31, 2008 – Cdn$5.69) had vested and were exercisable.
Options outstanding at September 30, 2009 are as follows:

 	 	 Total options outstanding	 	 Exercisable options	
Range of
exercise price
Cdn$	 	 Shares
 	 	 Weighted
 average
 remaining
 contractual
 life
 (years)	 	 Weighted
 average
 exercise
 price
 Cdn$	 	 Shares
 	 	 Weighted
 average
 exercise
 price
 Cdn$	
 	 	 	 	 	 	 	 	 	 	 	
$3.00 to $3.99	 	75,333	 	0.4	 	3.50	 	75,333	 	3.50	
$4.00 to $4.99	 	4,558,741	 	4.1	 	4.88	 	758,074	 	4.88	
$5.00 to $5.99	 	431,879	 	2.7	 	5.27	 	405,211	 	5.27	
$6.00 to $6.99	 	1,962,800	 	3.4	 	6.44	 	1,013,458	 	6.44	
$7.00 to $7.99	 	2,317,169	 	2.6	 	7.18	 	2,203,502	 	7.15	
$9.00 to $9.99	 	633,000	 	4.5	 	9.53	 	260,999	 	9.62	
$11.00 to $11.99	 	30,000	 	4.5	 	11.40	 	10,000	 	11.40	
 	 		 		 		 		 		
 	 	10,008,922	 	3.5	 	6.04	 	4,726,577	 	6.56	

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

7.    Stock-based compensation (continued)

(b)
Stock-based compensation expense
Stock-based compensation expense incurred to September 30, 2009 has been included in the undernoted expenses in the Consolidated Statements of Operations and Deficit as follows:

 	 	Three months ended	 	Nine months ended	
 	 	September 30,	 	September 30,	
 	 	2009
$	 	2008
$	 	2009
$	 	2008
$	
         	 	 	 	 	 	 	 	 	
Operating costs	 	367	 	189	 	1,545	 	837	
Exploration	 	220	 	189	 	795	 	942	
General and administrative	 	1,280	 	1,217	 	4,769	 	4,796	
 	 		 		 		 		
 	 	1,867	 	1,595	 	7,109		6,575	

(c)
Bonus Cash Award Units plan
As of September 30, 2009, all Bonus Cash Award Units (“BCAUs”) awarded by the Company were exercised. The Company paid $2,543 in bonus cash award units in the nine months ended September 30, 2009. The related expense for the nine months ended as at September 30, 2009 in the amount of $559 is included in general and administrative expense in the Consolidated Statements of Operations and Deficit.

8.
Agreements to acquire Sino Gold Mining Limited

On July 27, 2009, Eldorado acquired 57,968,029 shares (19.8%) of Sino Gold Mining Limited (“Sino Gold”) from Gold Fields Limited (“Gold Fields”). On that date, Eldorado issued 27,824,654 common shares from Treasury as consideration for the 57,968,029 common shares of Sino Gold (the “Sino Gold shares”).

The Sino Gold shares were initially valued and recorded at $263,293 and are classified as a long term investment available for sale. As such, the investment in Sino Gold is carried at fair value at September 30, 2009, being $345,415, based on the closing price of the shares and foreign exchange rate at September 30, 2009. The increase in fair value during the period is recorded as an unrealized gain of $82,122 in other comprehensive income with a related future income tax charge of $9,946. In accordance with EIC-172, the tax benefit from the recognition of previously unrecognised tax losses carried forward consequent to the recording of unrealized gains on the Sino Gold investment has been recognized in net income as an income tax recovery of $9,946.

For a period of 18 months, Gold Fields has a top-up right which will apply should Eldorado purchase an additional 5% or more of the outstanding shares of Sino Gold and the sellers receive consideration equivalent to a share consideration ratio in excess of the 0.48 share exchange ratio received by Gold Fields.

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

8.    Agreements to acquire Sino Gold Mining Limited (continued)

On August 26, 2009, Eldorado and Sino Gold announced that they had signed a Scheme Implementation Deed under which Eldorado proposed to acquire all of the issued and outstanding shares in Sino Gold that it does not currently own via a Scheme of Arrangement ("Scheme") under Australian law.

Consideration for the transaction will be Eldorado shares, with Sino Gold shareholders offered 0.55 Eldorado shares for each Sino Gold share they own. The transaction values Sino Gold at approximately A$2.2 billion (US$1.8 billion) as at the announcement date.

On completion of the transaction, Eldorado expects to issue 4.1 million shares to Gold Fields pursuant to the top-up right.

The transaction is subject to satisfaction of a number of customary conditions precedent, including the receipt of required regulatory and Australian court approvals, as well as the approval of Sino Gold shareholders. Regulatory approvals from the Australian Foreign Investment Review Board have been obtained, and subject to meeting customary conditions, approval from the TSX and NYSE have been obtained. The transaction is expected to close by mid December. On September 14, 2009, Eldorado announced that the due diligence conditions had been satisfied.

A reimbursement fee of A$21 million applies to both parties should the Scheme Implementation Deed be terminated under certain circumstances and the transaction does not complete.

9.
Supplementary cash flow information

 	 	Three months ended	 	Nine months ended	
 	 	September 30,	 	September 30,	
 	 	2009
$	2008
$	 	2009
$	2008
$	
 	 	 	 	 	 	 	
Changes in non-cash working capital	 	 	 	 			
Accounts receivable and other	 	(2,526)	(670)	 	16,002	1,337	
Inventories	 	(10,595)	(8,266)		(22,672)	(10,687)	
Accounts payable and accrued liabilities	 	6,804	(9,837)	 	9,011	421	
 	 			 			
 	 	(6,317)	(18,773)	 	2,341	(8,929)	
 	 			 			
Supplementary cash flow information	 			 			
Income taxes paid	 	12,667	12,701	 	25,529	21,379	
Interest paid	 	89	1,595	 	211	1,854	
 	 			 			
Non-cash investing and financing activities	 			 			
Increase in mineral interest financed by accounts payable	 	750	-	 	750	-	

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

							
10.
Segmented information
During the periods ended September 30, 2009, Eldorado had five reporting segments. The Brazil reporting segment includes the development activities of Vila Nova and exploration activities in Brazil. The Turkey reporting segment includes the operations of the Kişladağ mine, development activities of the Efemçukuru project and exploration activities in Turkey. The China reporting segment includes the operations of the Tanjianshan mine and exploration activities in China. The Greece reporting segment includes development activities on the Perama Hill project. The other reporting segment includes the operations of the Company’s corporate office and exploration activities in other countries.

 	 	 September 30, 2009	
 	 	 		 	 	 	 	 	 	 	 	
 	 	 Turkey
 $	 	 China
 $	 	 Brazil
 $	 	 Greece
 $	 	 Other
 $	 Total
 $	
Net mining interests	 	 	 	 	 	 	 	 	 	 	 	
Producing properties	 	 195,573	 	 152,751	 	 -	 	 -	 	 -	 348,324	
Properties under development	 	 76,157	 	 -	 	 -	 	 208,930	 	 -	 285,087	
Iron ore property	 	 -	 	 -	 	 46,871	 	 -	 	 -	 46,871	
Other mining interests	 	 7,149	 	 -	 	 13,990	 	 -	 	 2,279	 23,418	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 278,879	 	 152,751	 	 60,861	 	 208,930	 	 2,279	 703,700	

 	 	 December 31, 2008	
 	 	 		 	 	 	 	 	 	 	 	
 	 	 Turkey
 $	 	 China
 $	 	 Brazil
 $	 	 Greece
 $	 	 Other
 $	 Total
 $	
Net mining interests	 	 	 	 	 	 	 	 	 	 	 	
Producing properties	 	 190,881	 	 163,157	 	 -	 	 -	 	 -	 354,038	
Properties under development	 	 54,378	 	 -	 	 -	 	 207,407	 	 -	 261,785	
Iron ore property	 	 -	 	 -	 	 38,986	 	 -	 	 -	 38,986	
Other mining interests	 	 4,151	 	 -	 	 7,359	 	 -	 	 1,990	 13,500	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 249,410	 	 163,157	 	 46,345	 	 207,407	 	 1,990	 668,309	

Operations
													
 	 	 For the three months ended September 30, 2009	
 	 	 	 	 	 	 	 		 	 	 	
 	 	 Turkey
 $	 	 China
 $	 	 Brazil
 $	 	 Greece
 $	 	 Other
 $	 Total
 $	
 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	
Gold sales	 	53,606	 	28,002	 	-	 	-	 	 -	81,608	
Interest and other income	 	208	 	46	 	-	 	-	 	742	996	
 	 	53,814	 	28,048	 	-	 	-	 	742	82,604	
Expenses except the undernoted	 	17,265	 	13,012	 	79	 	1,649	 	2,078	34,083	
Depletion, depreciation and amortization	 	2,738	 	6,041	 	14	 	-	 	224	9,017	
Exploration	 	1,488	 	230	 	597	 	-	 	867	3,182	
Mine standby costs – Iron ore property	 	-	 	-	 	881	 	-	 	-	881	
Gain on disposal of assets	 	11	 	-	 	-	 	-	 	108	119	
 	 		 		 		 		 			
Income (loss) before tax	 	32,312	 	8,765	 	(1,571)	 	(1,649)	 	(2,535)	35,322	
Income tax (expense) recovery	 	(6,182)	 	(8,744)	 	-	 	-	 	9,987	(4,939)	
Non-controlling interest	 	-	 	(229)	 	-	 	-	 	-	(229)	
 	 		 		 		 		 			
Net income (loss)	 	26,130	 	(208)	 	(1,571)	 	(1,649)	 	7,452	30,154	

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

													
10.    Segmented information (continued)

 	 	 For the nine months ended September 30, 2009	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 Turkey
 $	 	 China
 $	 	 Brazil
 $	 	 Greece
 $	 	 Other
 $	 Total
 $	
 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	
Gold sales	 	155,212		58,749		-		-		-	213,961	
Interest and other income	 	565		99		2		-		917	1,583	
 	 	155,777		58,848		2		-		917	215,544	
Expenses except the undernoted	 	49,528		29,199		170		1,411		16,421	96,729	
Depletion, depreciation and amortization	 	8,022		11,323		58		-		612	20,015	
Exploration	 	4,337		837		1,396		-		2,048	8,618	
Mine standby costs – Iron ore property	 	-		-		1,817		-		-	1,817	
Gain on disposal of asset	 	11		-		-		-		(1,355)	(1,344)	
 	 											
Income (loss) before tax	 	93,879		17,489		(3,439)		(1,411)		(16,809)	89,709	
Income tax (expense) recovery	 	(19,808)		(9,764)		-		-		10,222	(19,350)	
Non-controlling interest	 	-		(1,244)		-		-		-	(1,244)	
 	 											
Net income (loss)	 	74,071		6,481		(3,439)		(1,411)		(6,587)	69,115	

												
 	 	 For the three months ended September 30, 2008	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 Turkey
 $	 	 China
 $	 	 Brazil
 $	 	 Greece
 $	 	 Other
 $	 Total
 $	
 	 	 	 	 	 	 	 		 	 	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	
    Gold sales	 	41,048		23,965		-		-		-	65,013	
    Interest and other income	 	280		82		2,298		-		565	3,225	
 	 	41,328		  24,047		2,298		-		565	68,238	
    Expenses except the undernoted	 	13,782		12,861		7,187		(334)		4,422	37,918	
    Depletion, depreciation and amortization	 	2,234		4,384		63		-		91	6,772	
    Exploration	 	5,847		47		852		-		697	7,443	
 	 											
    Income (loss) before tax and other items	 	19,465		6,755		(5,804)		334		(4,645)	16,105	
    Income tax (expense) recovery	 	(2,696)		(1,366)		5,708		-		(21)	1,625	
    Non-controlling interest	 	-		(690)		-		-		-	(690)	
 	 											
    Net income (loss)	 	16,769		4,699		(96)		334		(4,666)	17,040	

Eldorado Gold Corporation
Notes to the Unaudited Interim Consolidated Financial Statements
September 30, 2009

(Expressed in thousands of U.S. dollars, unless otherwise stated)

10.    Segmented information (continued)

 	 	 For the nine months ended September 30, 2008	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 Turkey
 $	 	 China
 $	 	 Brazil
 $	 	 Greece
 $	 	 Other
 $	 Total
 $	
 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	
    Gold sales	 	 114,292	 	 99,455	 	 -	 	 -	 	 -	 213,747	
    Interest and other income	 	 648	 	 308	 	 6,605	 	 -	 	 1,775	 9,336	
 	 	 114,940	 	   99,763	 	 6,605	 	 -	 	 1,775	 223,083	
    Expenses except the undernoted	 	 39,257	 	 39,222	 	 8,759	 	 (334)	 	 18,529	 105,433	
    Depletion, depreciation and amortization	 	 5,333	 	 13,452	 	 63	 	 -	 	 260	 19,108	
    Exploration	 	 9,016	 	 234	 	 1,646	 	 -	 	 1,410	 12,306	
 	 	 	 	 	 	 	 	 	 	 	 	
    Income (loss) before tax and other items	 	 61,334	 	 46,855	 	 (3,863)	 	 334	 	 (18,424)	 86,236	
    Income tax (expense) recovery	 	 (11,167)	 	 (8,928)	 	 2,557	 	 -	 	 (69)	 (17,607)	
    Non-controlling interest	 	 -	 	 (5,697)	 	 -	 	 -	 	 -	 (5,697)	
 	 	 	 	 	 	 	 	 	 	 	 	
    Net income (loss)	 	 50,167	 	 32,230	 	 (1,306)	 	 334	 	 (18,493)	 62,932	

                  

MANAGEMENT’S DISCUSSION and ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

T A B L E   O F   C O N T E N T S
Page
1.
2009 - Periods in Review
1
2.
Highlights of the Quarter Ended September 30, 2009
1
3.
Operations
2
4.
Development
3
5.
Exploration
4
6.
Production
6
7.
Legal
6
8.
Results of Operations
7
9.
Outlook
9
10.
Liquidity
10
11.
Capital Resources
10
12.
Summary of Quarterly Results
11
13.
Off-Balance Sheet Arrangements
11
14.
Adoption of New Accounting Standards
12
15.
Non-GAAP Measures
13
16.
Other MD&A Requirements
14
17.
Disclosure of Outstanding Share Data
14
18.
Management’s Report on Internal Control over Financial Reporting
15
19.
Cautionary Statement on Forward-Looking Information
15

                    

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

1.
2009 – Periods in Review

Eldorado Gold Corporation (“Eldorado”, “we” or “the Company”) is one of the world’s lowest cost gold producers engaged in gold mining and related activities, including exploration, development, extraction, processing and reclamation. We own and operate the Kişladağ gold mine (“   Kişladağ”) in Turkey and the Tanjianshan gold mine (“TJS”) in China, and we are developing gold projects in Turkey and Greece as well as an iron ore project in Brazil . Our main subsidiaries are Tüprag Metal Madencilik Sanayi ve Ticaret Anonim Sirketi (“ Tüprag ”) in Turkey, Qinghai Dachaidan Mining Ltd. (“QDML”) in China, Thracean Gold Mining SA (“TGM”) in Greece, and Unamgen Mineracao e Metalurgia S/A (“Unamgen”) in Brazil. Based in Vancouver, Canada, Eldorado is listed on the Toronto Stock Exchange (TSX) under the symbol ELD and on the New York Stock Exchange (NYSE) under the symbol EGO. ELD is on the S&P/TSX Global Gold Index and EGO is part of the AMEX Gold BUGS Index.

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2008 and the unaudited interim consolidated financial statements for the periods ended September 30, 2009. All dollar amounts in this MD&A are in United States dollars unless stated otherwise. This MD&A is prepared as of October 28, 2009.

2.
Highlights of the Quarter Ended September 30, 2009 and updates

During the quarter ended September 30, 2009 (“Q3 2009”), we:

·
Sold 85,246 ounces of gold from TJS and Kişladağ at a realized average price of $957, compared to 74,740 ounces at $870 per ounce for the quarter ended September 30, 2008 (“Q3 2008”),

·
Produced 88,918 ounces of gold at a cash operating cost of $297 per ounce (Q3 2008 – 72,343 ounces at $283 per ounce),

·
Reported earnings of $0.08 per share (Q3 2008 – $0.05 per share),

·
Announced drilling results at Kişladağ that extend ore grade gold mineralization at depth and increase measured and indicated resources to 10.4 million ounces,

·
Listed on the New York Stock Exchange on October 22, 2009 and

·
Closed the acquisition of approximately 19.8% of the issued and outstanding shares of Sino Gold Mining Limited (“Sino Gold”) from Gold Fields Limited (“Gold Fields) and announced an agreement with Sino Gold to purchase all of the remaining issued and outstanding shares of Sino Gold.
Our guidance for 2009 remains unchanged: we forecast production of 325,000 to 340,000 ounces of gold in 2009 at a cash operating cost of approximately $300 per ounce.

Agreements to acquire Sino Gold shares
On July 27, 2009, Eldorado acquired 58.0 million shares of Sino Gold from Gold Fields by issuing 27,824,654 common shares from Treasury as consideration for 57,968,029 common shares of Sino Gold (the Sino shares). For a

(1)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

period of 18 months, Gold Fields will hold a top-up right that will apply if Eldorado purchases an additional 5% or more of the outstanding shares of Sino Gold and the sellers receive consideration equivalent to a share consideration ratio greater than the share exchange ratio received by Gold Fields.

The Sino Gold shares were initially valued and recorded at $263.3 million and are classified as a long term investment available for sale. As such, the investment in Sino Gold is carried at fair value at September 30, 2009, being $345.4 million, based on the closing price of the shares and foreign exchange rate at September 30, 2009. The increase in fair value during Q3 2009 is recorded as an unrealized gain of $82.1 million in other comprehensive income with a related future income tax charge of $9.9 million. In accordance with EIC-172, the tax benefit from the recognition of previously unrecognised tax losses carried forward consequent to the recording of unrealized gains on the Sino Gold investment has been recognized in net income as an income tax recovery of $9.9 million. In the event that the Company acquires Sino Gold as described below the income tax recovery of $9.9 million will be reversed in the period that Sino Gold is acquired.

On August 26, 2009, Eldorado entered into an agreement with Sino Gold to acquire all of the issued and outstanding shares in Sino Gold that it does not currently own through a Scheme of Arrangement under Australian law (the “Transaction”). Consideration for the Transaction will be Eldorado shares, with Sino Gold shareholders offered 0.55 Eldorado shares for each Sino Gold share they own. The Transaction values Sino Gold at approximately A$2.2 billion (C$2.0 billion). Eldorado expects to issue approximately 139.7 million common shares to complete the acquisition, including 4.1 million shares to Gold Fields under their top-up right.

The Transaction is subject to satisfaction of a number of customary conditions precedent, including the receipt of required regulatory and Australian court approvals, as well as the approval of Sino Gold shareholders. Regulatory approvals from the Australian Foreign Investment Review Board have been obtained, and subject to meeting customary conditions, approval from the  TSX and  NYSE have been obtained. The Transaction is expected to close by mid December. On September 14, 2009, Eldorado announced that the due diligence conditions had been satisfied. On October 28, 2009, the Federal Court of Australia approved the convening of meetings of the Sino Gold shareholders and the Sino Gold option holders on December 2, 2009 to consider the Transaction.

A reimbursement fee of A$21 million applies to both parties should the Scheme Implementation Deed be terminated under certain circumstances and the transaction does not complete.

3.
Operations

Kişladağ

 	Q3 2009	Q2 2009	Q1 2009	Q4 2008	Q3 2008	
Ore mined (tonnes)	  2,552,394 	  2,418,543 	  2,245,458 	  2,495,974 	  2,754,734 	
Total material mined (tonnes)	  6,266,316 	  5,656,277 	  4,960,840 	  3,848,676 	  4,276,776 	
Strip ratio	1.46:1	1.33:1	1.21 : 1	0.54 : 1	0.55 : 1	
Ore to pad (tonnes)	  2,523,546 	  2,428,611 	  2,084,714 	  2,371,101 	  2,562,343 	
Gold grade (g/t)	  1.22 	  1.18 	  1.34 	  1.34 	  1.05 	
Gold production (ounces)	  57,902 	  62,985 	  46,192 	  60,753 	  46,863 	

(2)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

During Q3 2009, 2,523,546 tonnes of ore were placed on the leach pad at an average grade of 1.22 g/t, and we produced 57,902 ounces of gold at an average cash operating cost of $276 per ounce. The strip ratio (tonnes waste per tonne of ore mined) continued at a higher rate of 1.46:1 compared to a life-of-mine ratio of 0.8:1.

We expect to produce 230,000 to 240,000 ounces of gold at a cash cost of approximately $270 per ounce for the year.

Capital expenditures at Kışladağ for the quarter were $5.8 million, which included work on the stormwater ponds, expanding the leach pad, continuing the core drilling program and upgrading the administration building.

TJS

 	Q3 2009	Q2 2009	Q1 2009	Q4 2008	Q3 2008	
Ore mined (tonnes)	602,586	  350,416 	  79,669 	  536,108 	  427,250 	
Total material mined (tonnes)	3,869,839	  3,336,115 	  811,630 	  4,719,002 	  4,564,607 	
Strip ratio	5.42:1	9.52:1	9.19 : 1	7.80 : 1	9.68 : 1	
Ore processed (tonnes)	257,730	  231,874 	  228,066 	  216,273 	  226,126 	
Gold grade (g/t)	5.73	  5.63 	  3.97 	  4.33 	  4.16 	
Gold production (ounces)	31,016	  21,587 	  15,234 	  21,092 	  25,480 	

During Q3 2009, we milled a total of 257,730 tonnes of ore at TJS at an average grade of 5.73 g/t, resulting in 31,016 ounces of gold produced at an average cash operating cost of $338 per ounce. Gold production continued to improve from Q2 (21,587 ounces) with commissioning of the roaster completed during the second quarter. Ore mining increased during the quarter as the strip ratio decreased and we took advantage of good weather in advance of the winter season and the Spring Festival (Chinese New Year). We expect to produce 95,000 to 100,000 ounces at TJS this year at a cash cost of approximately $360 per ounce.

Over the quarter, we continued to improve efficiencies in the plant, concentrating on three main areas: flotation recovery, roaster feed density and the fines content of the concentrate. Progress is being made in all three areas.

Capital expenditures during Q3 2009 were $5.0 million, with the majority being spent on the tailings dam lift and installation of extra equipment for the roasting circuit, including the ceramic filter.

4.
Development

Efemçukuru (Turkey)
The current drill program in the North Ore Shoot was completed in mid-October, bringing to a close the definition and exploration drilling program in this ore shoot. Exploration activities will now shift to other targets on the property.

We completed major earthwork activities at the site during the quarter. Civil work began with the first concrete pour at the concentrator building taking place on October 9, 2009. We are continuing to work on installing the water treatment plant as well as preparing the sedimentation ponds at the waste rock dump. Access to the plant site will be

(3)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

completed in October 2009, with the installation of the steel service bridge. Finally, we are expanding our construction management team as we continue to ramp up for the next phase of construction.
Spending totalled $8.7 million during Q3 2009.

Vila Nova (Brazil)
On August 5, 2009, we announced our acquisition of the remaining 25% interest in our Vila Nova Iron Ore Project (the "Project") from Mineração Amapari SA (“Amapari”), a Brazilian private company, in exchange for a Net Profits Interest royalty of 10% plus a sliding scale royalty based on the operating margin of the project. The transaction took place between Amapari and Unamgen Mineração, a wholly owned subsidiary of Eldorado in Brazil. Under the terms of the agreement, Eldorado has to pay $0.8 million on start of commercial production plus variable payments tied to total production or sales of assets.
After completing mine construction and commissioning in Q2 2009, we have placed the Vila Nova project on care and maintenance. In view of strengthening global iron ore prices and recent interest in the project, we are currently in the process of reviewing alternatives for Vila Nova, including commencing production or selling the asset.

Spending totalled $0.2 million during Q3 2009.

Perama Hill (Greece)
The Preliminary Environmental Impact Assessment (“PEIA”) has been prepared for submission in October in line with requests from the Ministry of Environment. Changes to the original project scope have been completed and incorporated into the PEIA. These include major changes to the site layout, a redesigned pit to accommodate the boundary conditions with the Perama village and a switch to dewatered tailings disposal for the Tailings Management Facility.

Spending totalled $0.6 million during Q3 2009.

Tocantinzhinho (Brazil)
We completed the diamond drilling program at Tocantinzinho (“TZ”) during the quarter and de-mobilized the drills. Work will now focus on interpreting the drill results, as well as generative exploration activities in the adjacent land package.

Spending totalled $2.7 million during Q3 2009.

5.
Exploration

Turkey

Reconnaissance
We completed the planned diamond and reverse circulation (“RC”) drilling campaign at Sayacik in August. Two diamond drill holes and 6 RC holes were completed in Q3 2009, totalling 1,359 meters (“m”) and 889 m, respectively.

(4)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

Scale mapping (1:10,000), and soil and rock chip sampling were conducted at the Company’s new Malatya-Hasançelebi prospect in preparation for drilling in 2010. Alteration and mineralization styles on the property have characteristics consistent with iron oxide copper gold type systems.

Soil and rock chip sampling and geological reconnaissance at the Konya-Sizma project outlined an east-west trending gold anomaly, localized along a fault zone cutting calcareous phyllite host rocks. This zone will be tested with two fences of drillholes in 2010.

Efemçukuru
The North Ore Shoot drilling program totalled 3,449 m in 13 diamond drill holes this quarter, and the program is near completion with only two holes remaining at the end of September 2009. Results have outlined two sub-parallel linear zones of elevated grade and thickness, raking steeply to the west and open down-plunge. Next quarter we will begin drill testing a parallel vein system, the Kokarpinar vein.

Kişladağ
Diamond drilling at Kişladağ finished this quarter with 3,941 m drilled in five holes. The latest drilling intersected long intercepts of gold-mineralized, potassic-altered and quartz-sulphide-veined intrusion. The results extended the gold mineralization at depth to the south and east of the deposit with much of the newer higher grade intervals lying below the current design pit limits. As a result of this drilling we announced on October 27, 2009 a new mineral resource estimate for Kişladağ which increased measured and indicated contained ounces by 32% relative to the 2008 year-end estimate (10.4 million ounces new estimate versus 7.9 million ounces previous estimate).

United States (Nevada)

AuEx JV
Fieldwork completed at Buffalo Canyon and Green Monster included mapping, sampling and soil sampling to define potential drill targets. A two-hole RC drilling program will begin early next quarter at Hays Canyon. At Green Monster, soil sampling, reconnaissance mapping and rock chip sampling were completed over the Dry Creek claim block, identifying a modest anomaly within the area permitted for drilling. We plan to drill at both Buffalo Canyon and Green Monster for 2010.

Bronco Creek JV
Bulk leach extractable gold sampling at Cathedral Well outlined an area of anomalous gold values to the northeast of the existing exploration license area, and additional claims were staked accordingly. Permitting is ongoing at Cathedral Well to support a drilling program in 2010. At Richmond Mountain, we are preparing to drill test the northern “Archimedes” target beneath the pediment cover and are planning a minimum of three RC drill holes for late 2010 to test this target.

China
At TJS, a new zone of high-grade gold mineralization (323 Zone) was discovered in July concealed beneath a pediment cover just south of Qinglongtan (“QLT”) South. A diamond drilling program has been testing this new discovery with three fences of holes stepping out along plunge to the south. To date, 15 holes totalling 3,204 m have been drilled. Initial results indicate a steeply east-dipping tabular zone of mineralization contained within silicified sandstones and carbonates, showing some geometric and lithologic similarities to the QLT deposit. Geochemical results are pending from the new drilling, and four diamond drills are presently on site continuing the program.

(5)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

Rotary air blast (RAB) drilling continues to test the pediment-covered areas south of QLT, with the focus of activity being shifted to the southern part of the program area. We drilled 361 holes totalling 14,518 m. Geological mapping of outcrops adjacent to the RAB program area is ongoing.

6.
Production

 	 Q3 2009	 Q2 2009	 Q1 2009	  Q4 2008	  Q3 2008	
TOTAL GOLD PRODUCTION	 	 	 	 	 	
Total ounces produced	88,918	84,572	61,426	81,845	72,343	
Cash operating cost ($/oz) 1, 4	297	300	296	298	283	
Total cash cost ($/oz) 2, 4	326	322	315	319	313	
Total production cost ($/oz) 3, 4	430	387	375	404	402	
Realized price ($/oz sold)	957	927	909	800	870	
 	 	 	 	 	 	
KISLADAG GOLD MINE	 	 	 	 	 	
Total ounces produced	57,902	62,985	46,192	60,753	46,863	
Tonnes to pad	2,523,546	2,428,611	2,084,714	2,371,101	2,562,343	
Grade (grams/tonne)	1.22	1.18	1.34	1.34	1.05	
Cash operating cost ($/oz) 4	276	269	274	279	270	
Total cash cost ($/oz) 2, 4	278	271	276	281	273	
Total production cost ($/oz) 3, 4	336	309	315	314	310	
 	 	 	 	 	 	
TJS GOLD MINE	 	 	 	 	 	
Total ounces produced	31,016	21,587	15,234	21,092	25,480	
Tonnes milled	257,730	231,874	228,066	216,273	226,126	
Grade (grams/tonne)	5.73	5.63	3.97	4.33	4.16	
Cash operating cost ($/oz) 4	338	390	362	352	306	
Total cash cost ($/oz) 2, 4	414	470	432	429	387	
Total production cost ($/oz) 3, 4	604	616	557	664	571	
Notes
1
Cost figures calculated in accordance with the Gold Institute Standard.
2
Cash operating costs, plus royalties and off-site administration costs.
3
Total cash costs, plus foreign exchange gain or loss, depreciation, amortization and reclamation expenses.
4
Cash operating, total cash and total production costs are non-GAAP measures. See the section “Non-GAAP Measures” of this MD&A.

7.
Legal

There has been no material change in the legal status of our worldwide projects and operations from what we reported in our MD&A for the year ended December 31, 2008 (“2008 Annual MD&A”) except as follows:
On February 28, 2008, the Ministry of Environment and Forestry and Tüprag (as co-defendant) filed an appeal requesting that the Sixth Department of the High Administrative Court reconsider its February 6, 2008 decision on the essence of the Kişladağ EIA case and rule on the merits of the case. This appeal was denied. The matter has now

(6)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

been referred to the Lower Administrative Court, which has named an expert panel to review the EIA Report and prepare a report for such Court.

Eldorado continues to believe that ultimately this litigation will be successfully defended. If Eldorado is unsuccessful in defending this litigation, its ability to conduct mining operations at Kişladağ may be adversely affected, which may adversely affect production and revenue from Kişladağ.

8.
Results of Operations

Net income
Our consolidated net income for Q3 2009 was $30.2 million or $0.08 per share (Q3 2008 – $17.0 million or $0.05 per share). Strong performances at both our mines as well as lower exploration expenses were partially offset by increased tax expense of $7.4 million in China related to an increase in the income tax rate and  a $9.9 million tax recovery related to unrealized mark to market gains on Sino Gold shares held by the Company (see the section headed “Income Taxes” below). Net income for the nine-month period ended September 30, 2009 (“9M 2009”) was $69.1 million or $0.18 per share (nine-month period ended September 30, 2008 (“9M 2008”) – $62.9 million or $0.18 per share).

Gold revenues
Our gold revenues consist of gold bullion and dore sales. We sell the refined bullion to large financial institutions and on the Istanbul Gold Exchange at spot prices. We sell dore to gold refineries in China at the quoted Shanghai Gold Exchange daily price.

Gold revenues in Q3 2009 were $81.6 million (Q3 2008 – $65.0 million). The increase in gold revenues quarter-over-quarter was due to both higher sales volumes and higher unit prices. Gold revenues for 9M 2009 were $214.0 million (9M 2008 – $213.7 million).

 	 	Three-month period ended June 30	 	
 	Gold ounces sold	 	2009	2008	 	 	
 	 	 	 	 	 	 	
 	Ki*lada*	 	  55,902 	  47,309 	 	 	
 	TJS	 	  29,344 	  27,431 	 	 	
 	Total gold ounces sold	 	  85,246 	  74,740 	 	 	
 	Average selling price per ounce	 	 $ 957.32 	 $ 869.86 	 	 	
 	Gold revenues (000s)	 	 $ 81,608 	 $ 65,013 	 	 	

Interest and other income
Interest income earned on cash, short-term money market investments and restricted cash balances held during Q3 2009 was $0.4 million (Q3 2008 – $0.7 million). Other income was $0.6 million in the quarter related to the payment by Luna Gold on a previously discounted amount receivable (Q3 2008 – $2.3 million). Interest income during Q3 2009 was down from 2008 due to lower interest rates. Other income in 2008 reflected gains related to recovery of written down tax credits from our São Bento mine. São Bento was sold in December 2008. For 9M

(7)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

2009, interest income was $0.9 million compared to $2.6 million for 9M 2008. Other income for 9M 2009 was $0.7 million compared to $6.7 million for 9M 2008.

Operating costs
Operating costs for Q3 2009 were $28.1 million, an increase of 21% over Q3 2008 operating costs of $23.3 million, reflecting higher sales volumes quarter-over-quarter . Overall unit costs have increased 6% quarter-over-quarter as a result of higher unit costs at both our mines. Unit operating costs at   Kişladağ were slightly higher over Q3 2008 because of higher reagent costs related to the transition from oxide to sulphide ore and higher waste stripping costs. At TJS, higher unit costs were due to the addition of roaster operating costs in 2009 as well as lower recoveries from Jinlonggou (“JLG”) ore production. Operating costs for 9M 2009 were $75.1 million (9M 2008 – $66.1 million).

Depletion, depreciation and amortization
Depletion, depreciation and amortization (“DD&A”) expense of $9.0 million in Q3 2009 compared to Q3 2008 DD&A expense of $6.8 million reflects the depreciation of additional capital costs of equipment placed into production since Q3 2008 at both TJS and Kişladağ . At TJS, capitalized stripping costs of the JLG pit as well as roaster construction costs were added to the depreciation calculation. DD&A expense for 9M 2009 was $20.0 million (9M 2008 – $19.1 million).

General and administrative
General and administrative (“G&A”) costs are incurred at our head office in Vancouver, Canada, as well as in the countries where we conduct our business. General and administrative expense of $7.4 million for Q3 2009 was 19% higher than the Q3 2008 general and administrative expense of $6.2 million, primarily due to increased staff costs, the strengthening of the Canadian dollar against the US dollar and pension costs. The pension plan was implemented at the end of 2008. G&A costs for 9M 2009 were $24.1 million (9M 2008 – $26.0 million).

Mine standby costs
During Q3 2009, we reported mine standby costs of $0.9 million (Q3 2008 – $nil) related to Vila Nova. Mine standby costs for 9M 2009 were $1.8 million (9M 2008 – $2.4 million). Mine standby costs in 2008 related to Kişladağ, which was shut down during the first two months of the year.

Exploration expense
Exploration expense for Q3 2009 was $3.2 million compared to $7.4 million in Q3 2008. Exploration costs incurred during Q3 2009 at Efemçukuru and TZ in the amount of $3.3 million were capitalized to mineral interest (9M 2009 – $8.3 million). Exploration expense for 9M 2009 was $8.6 million (9M 2008 – $12.3 million). Exploration activities are discussed in the “Exploration” section of this MD&A.

Foreign exchange gain (loss)
During Q3 2009, we reported a foreign exchange gain of $0.4 million (Q3 2008 – $2.3 million loss). The major part of this gain related to the impact of the strengthening of the Canadian dollar on our bank deposits in Canada, partially offset by losses related to our future income tax liability balance denominated in Euros. Foreign exchange gain for 9M 2009 was $1.6 million (9M 2008 – $1.5 million loss).

(8)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

Gain (loss) on disposal of assets
During Q3 2009, we reported a $0.1 million reduction in the $1.4 million gain on the disposal of our interest in the Macusani East Uranium project originally reported in the second quarter of 2009. The adjustment related to an agreement to return part of the consideration in return for a retained royalty interest. The loss in Q3 2008 of $1.7 million related to the sale of the mining fleet at TJS. For 9M 2009, we reported a $1.3 million gain on disposal of assets (9M 2008 – $1.7 million loss).

Gain on marketable securities and restricted assets
During Q3 2009, we reported a $1.2 million gain on marketable securities (Q3 2008 – $0.2 million loss). This gain mainly related to an unrealized gain on marketable securities held in the Supplemental Employee Retirement Plan (“SERP”) restricted asset account partially offset by a realized loss on the sale of marketable securities. For 9M 2009 we reported a $1.3 million gain on marketable securities (9M 2008 – $0.1 million loss).

Interest and financing costs
Interest expense for Q3 2009 was $0.1 million, compared to $0.8 million in Q3 2008, reflecting the reduction in debt related to the revolving credit facility with HSBC Bank, China as well as lower interest rates. Interest expense for 9M 2009 was $0.2 million (9M 2008 – $2.6 million).

Income taxes
Income tax expense for Q3 2009 was $4.9 million (Q3 2008 – $1.6 million recovery). In Q3 2009, the Chinese government revoked the 15% preferential tax rate approved by Qinghai Province in 2008 for TJS. As a result, the 25% national tax rate was applied retroactively to TJS for the 2008 tax filing. Tax expense increased by $7.4 million for 9M 2009 as a result of the change in tax rates, including $4.6 million in additional current tax expense related to 2008. This increase in tax expense was offset by a $9.9 million tax recovery related to tax loss carryforwards used to offset future income tax liabilities related to unrealized mark to market gains on Sino Gold shares held by the Company. The net impact of these two items was to reduce the effective tax rate from an expected 20% to the 14% reported in Q3 2009. The tax recovery in Q3 2008 was mainly due to the impact of tax credits generated from intercompany loan restructuring activities at our São Bento mine prior to divestiture.

Income tax expense for 9M 2009 was $19.4 million (Q3 2008 – $17.6 million).

Non-controlling interest
TJS reported costs of $0.2 million during Q3 2009 related to our joint venture partners’ 10% interest in the mine (Q3 2008 – $0.7 million). For 9M 2009, non-controlling interest was $1.2 million (9M 2008 – $5.7 million). Minority interest in Q3 2009 was impacted by the increase in tax expense reported above.

9.
Outlook

Our production outlook for 2009 is essentially unchanged from what we reported in our 2008 Annual MD&A. We plan to produce 325,000 to 340,000 ounces of gold in 2009 at a cash operating cost of approximately $300 per ounce. Capital expenditures for 2009 are forecast at approximately $93.7 million compared to our original forecast of $117.0 million. The reduction in capital expenditures is primarily due to the timing of spending at Efemçukuru.

(9)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

10.
Liquidity

Operating activities after working capital requirements for Q3 2009 generated $27.6 million (Q3 2008 – $1.7 million).

During Q3 2009, Eldorado invested $24.2 million in capital expenditures and mine development. Capital expenditures at Kişladağ totalled $5.8 million, mostly related to leach pad expansion. Capital expenditures at TJS of $5.0 million related to tailings dam lift and installation of extra equipment for the roasting circuit. At Efemçukuru, development expenditures totalled $8.7 million, while at Vila Nova we spent $0.2 million. We also spent $2.7 million on the TZ project in Brazil. The remaining $1.8 million of expenditures related to Perama Hill and capital spending in Vancouver, Canada and Ankara, Turkey.

During Q3 2009, we received net proceeds of $5.4 million in consideration for issuing 961,597 common shares related to the exercise of stock options.

At September 30, 2009, we had cash and cash equivalents of $149.6 million and working capital of $245.7 million, compared with $61.8 million of cash and cash equivalents and working capital of $184.8 million at the beginning of the year. In the opinion of management, the working capital at September 30, 2009, together with future cash flows from operations, is sufficient to support the Company’s commitments.

Contractual obligations
The Company’s contractual obligations at September 30, 2009 include:

 	 	(000s)	
 	 	2009
$	 	2010
$	 	2011
$	 	2012
$	 	2013 and later
$	 	Total
$	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Debt	 	150	 	-	 	-	 	-	 	-	 	150	
Capital leases	 	19	 	66	 	36	 	23	 	-	 	144	
Operating leases	 	965	 	2,459	 	2,106	 	1,922	 	2,279	 	9,731	
Purchase obligations	 	15,926	 	26,404	 	12,947	 	12,895	 	-	 	68,172	
 	 		 		 		 		 		 		
Totals	 	17,060	 	28,929	 	15,089	 	14,840	 	2,279	 	78,197	

Purchase obligations from 2010 forward relate to Efemçukuru, Kişladağ, and Vila Nova, and include the estimated unhedged diesel fuel purchase commitments for 2010 through 2012. Interest is not included in the debt commitments.

11.
Capital Resources

Cash and working capital
At September 30, 2009, we had cash and cash equivalents of $149.6 million and working capital of $245.7 million, compared with $61.8 million of cash and cash equivalents and working capital of $184.8 million at the beginning of the year. The increase in cash and cash equivalents was primarily attributable to cash generated by our mining

(10)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

operations as well as the sale of AngloGold Ashanti shares received from the sale of São Bento and proceeds from the exercise of employee stock options.

The status of our financing arrangements and obligations is as follows:

Revolving credit facilities
In April 2005, Tüprag entered into a $65.0 million term revolving credit facility (the “Revolving Credit Facility”) with HSBC Bank USA, National Association (“HSBC”) due February 28, 2010. The Revolving Credit Facility is secured by cash deposits in restricted accounts equivalent to the HSBC advances to Tüprag. The Revolving Credit Facility bears interest fixed at the prevailing LIBOR on the date of the draw plus 0.50%.   As at September 30, 2009, no outstanding advances were drawn on the facility.
At September 30, 2009, $65.0 million remained available under the Revolving Credit Facility.
In November 2007, our 90% owned subsidiary QDML entered into a $15.0 million state facility (“the Facility”) with HSBC Bank (China). The Facility had a term of one year and was subject to annual review and renewal. In November 2008, the Facility was renewed for a second year and the interest rate was fixed at 1.2 times the prevailing lending rate stipulated by the People’s Bank of China. The Facility is collateralized by way of an irrevocable letter of credit drawn on HSBC. Eldorado should maintain at all times a security coverage ratio of 110% of the amounts drawn down. The letter of credit has an expiry date of December 1, 2009 and is secured by Eldorado’s funds held by HSBC as restricted cash. During Q3 2009 we repaid a $5.0 million advance which had been drawn on the facility earlier in 2009 and the related restricted cash was released. As at September 30, 2009, no outstanding advances were drawn on the facility.
At September 30, 2009, $15.0 million remained available under the Facility.

Equity
At September 30, 2009, Eldorado had 400.2 million (December 2008 – 368.3 million) common shares issued and outstanding.

12.
Summary of Quarterly Results

 	 	
(US$000s)	Q3 2009	Q2 2009	Q1 2009	Q4 2008	Q3 2008	Q2 2008	Q1 2008	Q4 2007	
 	 	 	 	 	 	 	 	 	
Total revenue	  82,604 	  80,538 	  52,402 	  65,148 	  68,238 	  82,462 	  72,383 	  28,512 	
Net income (loss)	  30,154 	  25,900 	  13,061 	  100,724 	  17,040 	  25,155 	  20,737 	  (9,105)	
Earnings per share	 	 	 	 	 	 	 	 	
Basic	  0.08 	  0.07 	  0.04 	  0.27 	  0.05 	  0.07 	  0.06 	  (0.03)	
Diluted	  0.08 	  0.07 	  0.04 	  0.27 	  0.05 	  0.07 	  0.06 	  -   	

13.
Off-Balance Sheet Arrangements

None.

(11)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

14.  
Adoption of New Accounting Standards

Goodwill and Intangible Assets, Section 3064
In February 2008, the Canadian Institute of Chartered Accountants (“CICA”) issued Section 3064, “Goodwill and Intangible Assets”, which replaced Section 3062, “Goodwill and Other Intangible Assets”. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets and was effective for Eldorado beginning January 1, 2009. The adoption of this new accounting policy did not have any material impact on Eldorado’s consolidated financial statements.

Credit Risk and the Fair Value of Financial Assets and Financial Liabilities (EIC Abstract 173)
In January 2009, the CICA issued EIC Abstract 173, “Credit Risk and the Fair Value of Financial Assets and Financial Liabilities”. The EIC requires the Company to take into account the Company’s own credit risk and the credit risk of the counterparty in determining the fair value of financial assets and financial liabilities, including derivative instruments. This abstract applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2009. The adoption of this new accounting policy did not have any material impact on Eldorado’s consolidated financial statements.

Mining Exploration Costs (EIC Abstract 174)
In March 2009, the CICA issued EIC Abstract 174, “Mining Exploration Costs”. The EIC provides guidance on the accounting and the impairment review of exploration costs. This abstract applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2009. The adoption of this new accounting policy did not have any material impact on Eldorado’s consolidated financial statements.

Financial Instruments – Recognition and Measurement (Section 3855) and Impaired Loans (Section 3025)
In July 2009, the Accounting Standards Board (“AcSB”) amended Section 3855, Financial Instruments – Recognition and Measurement, and Section 3025, Impaired Loans, to converge with IFRS for impairment of debt instruments by enabling debt securities to be included in the loans and receivables category. The main features of the amendments are: i) to eliminate the distinction between debt securities and other debt instruments and adopt the definition of loans and receivables from IAS 39, Financial Instruments – Recognition and Measurement, ii) to permit reclassification of financial assets from the held-for-trading and available-for-sale categories into the loans and receivables category and specifying the circumstances in which such transfers can be made and the accounting for those transfers, iii) to reclassify to net income, foreign exchange gains and losses associated with assets transferred out of the available-for-sale category, that were previously recognized in other comprehensive income, immediately upon transfer, iv) to change the impairment model for held-to-maturity investments to the incurred credit loss model in accordance with Section 3025, and v) to require the reversal of an impairment loss relating to an available-for-sale debt instrument when, in a subsequent period, the fair value of the instrument increases and the increase can be objectively related to an event occurring after the loss was recognized.
The new changes are effective for annual financial statements for fiscal years beginning on or after November 1, 2009. Application to interim financial statements in year of adoption is permitted if statements are issued on or after August 20, 2009. The Company is currently assessing the impact of the new standard on its consolidated financial statements.

(12)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

International Financial Reporting Standards
Canadian GAAP for publicly listed companies will be replaced with International Financial Reporting Standards (“IFRS”) effective for fiscal years beginning on or after January 1, 2011. Eldorado will begin reporting its financial statements in accordance with IFRS in the first quarter of 2011 with restatement of comparative information presented. The conversion to IFRS will impact Eldorado’s accounting policies, information technology and data systems, internal controls over financial reporting, and disclosure controls and procedures. The transition may also impact business activities, such as foreign currency and certain contractual arrangements, debt covenants, capital requirements and compensation arrangements.

During the third quarter of 2008, we began the scoping and planning phase of our changeover plan. We have designated the appropriate resources to the project to develop an effective plan and will continue to assess resource and training requirements as the project progresses.

We have identified four phases to our conversion: scoping and planning, detailed assessment, implementation and post-implementation. The scoping and planning phase involves establishing a project management team and organizational structure (including oversight of the process) and it includes a project management plan and stakeholder analysis and communication strategy. This phase also includes an initial assessment of the key areas where the IFRS transition may have a significant impact and present significant challenges. This scoping and planning phase is complete. The detailed assessment phase involves in-depth technical analysis that will result in an understanding of potential impacts, decisions on accounting policy choices and the drafting of accounting policies. In addition, this phase will result in identifying additional resource and training requirements and the processes for preparing financial statements, establishing IT system requirements and preparing detailed transition plans. We are currently working on this phase and expect to complete the detailed technical analysis by the end of the fourth quarter of 2009. The implementation phase will identify and carry out the implementation requirements to effect management’s accounting choices, develop sample financial statements, implement business and internal control requirements, calculate the opening balance sheet at January 1, 2010 and complete other transitional reconciliations and disclosure requirements. The last phase of post-implementation will involve continuous monitoring of changes in IFRS throughout the implementation process and assessing their impacts on Eldorado and our reporting.

15.
Non-GAAP Measures

Throughout this document, we have provided measures prepared according to Canadian Generally Accepted Accounting Principles (“GAAP”), as well as some non-GAAP performance measures. Because the non-GAAP performance measures do not have any standardized meaning prescribed by GAAP, they may not be comparable to similar measures presented by other companies. We provide these non-GAAP measures as they are used by some investors to evaluate Eldorado’s performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with Canadian GAAP. We have defined the non-GAAP measures below and reconciled them to reported GAAP measures.

Cash operating cost
A reconciliation of cash operating costs calculated in accordance with the Gold Institute Standard to the operating costs is included below:

(13)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

									
Cash operating cost	 	
 	 	2009	 	2009	 	2009	 	2009	
 	 	Q3	 	Q2	 	Q1	 	Y-T-D	
 	 		 		 		 		
Gold ounces sold	 	85,246	 	86,453	 	57,459	 	229,158	

 	 		 		 		 		
Operating costs	 	$28,109	 	$28,502	 	$18,442	 	$75,053	
Royalty expense and production taxes	 	(2,518)	 	(1,854)	 	(1,155)	 	(5,527)	
Effects of inventory adjustments	 	94	 	(319)	 	485	 	260	
Fair value of stock option grants	 	(367)	 	(422)	 	(756)	 	(1,545)	
 	 		 		 		 		
Cash operating cost	 	25,318	 	25,907	 	17,016	 	68,241	
 	 		 		 		 		
Cash operating cost per ounce	 	$  297	 	$   300	 	$   296	 	$   298	

Cash operating costs are calculated in accordance with the Gold Institute Standard. Cash costs are derived from amounts included in the Consolidated Statements of Operations.

16.
Other MD&A Requirements

Other than as described in this quarterly interim report, there have been no material changes to the information provided in our 2008 Annual MD&A regarding the following items: Critical Accounting Estimates; Financial Instruments and Related Risks; and Other Risks and Uncertainties. Please see our 2008 Annual MD&A for information on these items.

Additional information relating to Eldorado, including our Annual Information Form, is available on SEDAR at www.sedar.com.

17.
Disclosure of Outstanding Share Data

The following table describes Eldorado’s share capital structure as at October 28, 2009, the date of this MD&A. These figures may be subject to minor accounting adjustments prior to presentations in future consolidated financial statements.

Equity Type	 	Weighted average exercise price per share
Cdn$	 	Total number of common shares	
 	 	 	 	 	
Common shares	 		 	400,165,675	
Share purchase options	 	6.04	 	10,008,922	

(14)

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009

18.
Management’s Report on Internal Control over Financial Reporting
Eldorado’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There have been no changes in Eldorado’s internal control over financial reporting during Q3 2009 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

19.
Cautionary Statement on Forward-Looking Information

Certain statements and information in this MD&A, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable US and Canadian securities laws. Such forward-looking statements or information include, but are not limited to, statements or information with respect to financial disclosure, the future price of gold, the estimation of mineral reserves and exploration and development capital requirements, and our goals and strategies. These statements often include words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

With respect to forward-looking statements and the information included in this MD&A, we have made numerous assumptions, including, among other things, assumptions about the price of gold, anticipated costs and expenditures and our ability to achieve our goals, even though our management believes that the assumptions made and the expectations represented by such statements or information will prove to be accurate. By their nature, forward-looking statements and information are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, among other things, the following: gold price volatility; discrepancies between actual and estimated production and mineral reserves and resources; the speculative nature of gold exploration; mining operational and development risk; and regulatory risks.

See our Annual Information Form and our quarterly and annual MD&A for additional information on risks, uncertainties and other factors relating to forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond our control. Accordingly, readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date of this MD&A except as may be required by law. All forward-looking statements and information made in this document are qualified by this cautionary statement.

Eldorado’s consolidated financial statements are prepared in accordance with Canadian GAAP and are filed with appropriate regulatory authorities in Canada and the United States.

(15)