As filed with the Commission on June 10, 1998
                                                  Registration No. 33-     
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            GOLD RESERVE CORPORATION
             ----------------------------------------------------- 
             (Exact name of registrant as specified in its charter) 

                 Montana                                     81-0266636    
     -------------------------------                    -------------------
     (State or other jurisdiction of                     (I.R.S. Employer  
     incorporation or organization)                     Identification No.)

                            601 West Riverside Avenue
                                   Suite 1940
                               Spokane, Washington
             ----------------------------------------------------- 
                    (Address of principal executive offices)

                                      99201
             ----------------------------------------------------- 
                                   (Zip Code)

                     GOLD RESERVE 1997 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
                                 ROCKNE J. TIMM
                            601 West Riverside Avenue
                                   Suite 1940
                            Spokane, Washington 99201
                                 (509) 623-1500
                     (Name and address of agent for service)
                                 with a copy to:
                                 ALAN G. HARVEY
                                Baker & McKenzie
                          2001 Ross Avenue, Suite 4500
                               Dallas, Texas 75201
                                 (214) 978-3000

      CALCULATION OF REGISTRATION FEE
      <TABLE>
      <CAPTION>
      Title of Each     Class of          Proposed Maximum    Proposed Maximum    Amount of
      Securities to be  Amount to be      Offering Price Per  Aggregate Offering  Registration 
      Registered (1)    Registered (2)    Security (3)        Price (3)           Fee (4)
      ----------------  --------------    ------------------  ------------------  ----------------
      <S>               <C>               <C>                 <C>                 <C>
      Common Stock, 
        no par value 
        per share       4,108,889 Shares  $1.891              $7,769,909          $2,292.12

      Preferred Stock 
        Purchase 
        Rights          4,108,889 Rights  Not Applicable      Not Applicable      Not Applicable(1)
      </TABLE>
      <PAGE>
     (1)  Shares of common stock of Gold Reserve Corporation (the
          "Company"), no par value per share (the "Common Stock"), being
          registered hereby relate to the Gold Reserve 1997 Equity
          Incentive Plan (the "1997 Plan").  Pursuant to Rule 416
          promulgated under the Securities Act of 1933, as amended (the
          "Securities Act"), there are also being registered such
          additional shares of Common Stock as may become issuable pursuant
          to the anti-dilution provisions of the 1997 Plan.

     (2)  This Registration Statement is also deemed, pursuant to
          Instruction E to Form S-8, to relate to an aggregate of 2,108,889
          shares of Common Stock previously registered on the following
          registration statements of the Company in connection with
          predecessor plans, with respect to which registration fees
          totaling $4,545.02 have been paid: (a) Registration Statement on
          Form S-8 (Registration No. 033-61113), as amended; (b)
          Registration Statement on Form S-8 (Registration No. 033-58700),
          as amended; (c) Registration Statement on Form S-8 (Registration
          No. 033-69912), as amended; and (d) Registration Statement on
          Form S-8 (Registration No. 033-35595).

     (3)  Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(c) and (h) promulgated under the
          Securities Act on the basis of the average of the high and low
          sale prices of the Common Stock on June 8, 1998, as reported on
          the Nasdaq SmallCap Market.

     (4)  In accordance with Rule 457(g), no additional registration fee is
          required in respect of the Preferred Stock Purchase Rights.


     <PAGE>
     EXPLANATORY NOTE

     This Registration Statement relates to the registration of the
     following securities of the Company:  up to 4,108,889 shares of Common
     Stock (including the preferred stock purchase rights attaching
     thereto) issuable under the 1997 Plan.  A total of 4,397,386 shares of
     Common Stock were registered on the following registration statements
     of the Company for issuance in connection with predecessor plans to
     the 1997 Plan: (a) Registration Statement on Form S-8 (Registration
     No. 033-61113), as amended; (b) Registration Statement on Form S-8
     (Registration No. 033-58700), as amended; (c) Registration Statement
     on Form S-8 (Registration No. 033-69912), as amended; and (d)
     Registration Statement on Form S-8 (Registration No. 033-35595). On
     June 5, 1997, the stockholders of the Company approved the 1997 Plan. 
     The Company is no longer granting options or restricted stock under
     the predecessor plans.  Shares of Common Stock subject to stock
     options previously existing under the predecessor plans that as a
     result of forfeiture to the Company again become subject to reissuance
     are reissued and administered pursuant to the 1997 Plan. 2,108,889
     shares of Common Stock previously registered under such registration
     statements remain unsold and have not been issued under the
     predecessor plans (with respect to which registration fees totaling
     $4,545.02 have been paid) and, pursuant to Instruction E  to Form S-8
     and the telephonic interpretation of the Securities and Exchange
     Commission set forth at item 89 of section G of the Division of
     Corporation Finance's Manual of Publicly Available Telephone
     Interpretations (July 1997), are carried forward to, and deemed
     covered by, this Registration Statement on Form S-8 filed in
     connection with the 1997 Plan.  None of the 258,300 shares relating to
     the Company's KSOP Plan registered under the Registration Statement on
     Form S-8 (Registration No. 33-61113), as amended, are carried forward
     to, or deemed covered by, the Registration Statement filed hereby.
     <PAGE>
     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference
     ------------------------------------------------
     The documents listed below are hereby incorporated by reference into
     this Registration Statement.  All documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     prior to the filing of a post-effective amendment to the Registration
     Statement which indicates that all shares of Common Stock offered
     hereunder have been sold or which deregisters all shares then
     remaining unsold, shall be deemed to be incorporated herein by
     reference and to be a part hereof from the date of filing of such
     documents.  

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998; and

     (c)  The description of the Company's Common Stock as contained in the
          Company's Registration Statement on Form 10 dated July 20, 1982,
          including all amendments and reports filed for the purpose of
          updating such descriptions; and the description of the Company's
          Preferred Stock Purchase Rights as contained in the Company's
          Registration Statement on Form 8-A filed May 21, 1998, including
          all amendments and reports filed for the purpose of updating such
          descriptions.

     Item 4.  Description of Securities
     ----------------------------------
     Not Applicable.

     Item 5.  Interest of Named Experts and Counsel
     ----------------------------------------------
     None.

     Item 6.  Indemnification of Directors and Officers.
     ---------------------------------------------------
     The only statutes, charter provisions, bylaws, contracts or other
     arrangements under which a controlling person, director or officer of
     the Company is insured or indemnified in any manner against liability
     which he may incur in his capacity as such are Sections 35-1-451
     through 31-1-459 of the Montana Business Corporation Act and Article 7
     of the Company's Bylaws.  Taken together, these statutory and bylaw
     provisions generally allow, but sometimes require, the Company to
     indemnify its directors and officers against liability, and to advance
     the costs of defending any such person against liability, provided (i)
     such indemnification or advancement of expenses is authorized by the
     <PAGE>
     vote of those directors who are not parties to the proceeding upon
     which such liability is predicated (or, in certain instances, by
     alternate disinterested means), (ii) the director or officer was
     acting on behalf of the Company in his official capacity as a director
     or officer and (iii) such director or officer conducted himself in
     good faith and believed his conduct was in, or not opposed to, the
     best interests of the Company (or in the case of any criminal
     proceeding, that he had no reasonable cause to believe his conduct was
     unlawful).  The Company may not indemnify a director or officer,
     however, if such director or officer is adjudged liable to the
     Company, or if the director or officer is adjudged to have derived an
     improper personal benefit.

     Indemnification permitted by these provisions is limited to reasonable
     expenses incurred in connection with the proceeding upon which
     liability is predicated, which includes the amount of any such
     liability actually imposed.

     Sections 35-1-141 through 35-1-459 of the Montana Business Corporation
     Act are set forth in their entirety as follows:

     35-1-451.  DEFINITIONS.  
     -----------------------
                As used in 35-1-451 through 35-1-459, the following
                definitions apply:

        (1)     "CORPORATION" includes any domestic or foreign predecessor
                entity of a corporation in a merger or other transaction in
                which the predecessor's existence ceased upon consummation
                of the transaction.

        (2)(a)  "DIRECTOR" means an individual who is or was a director of
                a corporation or an individual who, while a director of a
                corporation, is or was serving at the corporation's request
                as a director, officer, partner, trustee, employee, or
                agent of another foreign or domestic corporation,
                partnership, joint venture, trust, employee benefit plan,
                or other enterprise.  A director is considered to be
                serving an employee benefit plan at the corporation's
                request if the director's duties to the corporation include
                duties or services by him to the plan or to participants in
                or beneficiaries of the plan.

        (2)(b)  Director includes, unless the context requires otherwise,
                the estate or personal representative of a director.

        (3)     "EXPENSES" include attorney fees.

        (4)     "LIABILITY" means the obligation to pay a judgment,
                settlement, penalty, or fine, including an excise tax
                assessed with respect to an employee benefit plan, or to
                pay reasonable expenses incurred with respect to a
                proceeding.
     <PAGE>
        (5)(a)  "OFFICIAL CAPACITY" means: (i) when used with respect to a
                director, the office of director in a corporation; or (ii)
                when used with respect to an individual other than a
                director, as contemplated in 35-1-457, the office in a
                corporation held by the officer or the employment or agency
                relationship undertaken by the employee or agent on behalf
                of the corporation.

        (5)(b)  Official capacity does not include service for any other
                foreign or domestic corporation or any partnership, joint
                venture, trust, employee benefit plan, or other enterprise.

        (6)     "PARTY" includes an individual who was, is, or is
                threatened to be made a named defendant or respondent in a
                proceeding.

        (7)     "PROCEEDING" means any threatened, pending, or completed
                action, suit, or proceeding, whether civil, criminal,
                administrative, or investigative and whether formal or
                informal.

     35-1-452.  AUTHORITY TO INDEMNIFY.
     ----------------------------------
        (1)     Except as provided in subsection (4), an individual made a
                party to a proceeding because he is or was a director may
                be indemnified against liability incurred in the proceeding
                if: (a) he conducted himself in good faith; (b) he
                reasonably believed: (i) in the case of conduct in his
                official capacity with the corporation, that his conduct
                was in the corporation's best interests; and (ii) in all
                other cases, that his conduct was at least not opposed to
                the corporation's best interests; and (c) in the case of
                any criminal proceeding, he had no reasonable cause to
                believe his conduct was unlawful.

        (2)     A director's conduct with respect to an employee benefit
                plan for a purpose the director reasonably believed to be
                in the interests of the participants in and beneficiaries
                of the plan is conduct that satisfies the requirement of
                subsection (1)(b)(ii).

        (3)     The termination of a proceeding by judgment, order,
                settlement, conviction, or upon a plea of nolo contendere
                or its equivalent is not, of itself, determination that the
                director did not meet the standard of conduct described in
                this section.

        (4)     A corporation may not indemnify a director under this
                section: (a) in connection with a proceeding by or in the
                right of the corporation in which the director was adjudged
                liable to the corporation; or (b) in connection with any
     <PAGE>
                other proceeding charging improper personal benefit to the
                director, whether or not involving action in the director's
                official capacity, in which the director was adjudged
                liable on the basis that personal benefit was improperly
                received by the director.

        (5)     Indemnification permitted under this section in connection
                with a proceeding by or in the right of the corporation is
                limited to reasonable expenses incurred in connection with
                the proceeding.


     35-1-453.  MANDATORY INDEMNIFICATION.
     -------------------------------------
                Unless limited by its articles of incorporation, a
                corporation shall indemnify a director who was wholly
                successful, on the merits or otherwise, in the defense of
                any proceeding to which the director was a party because he
                is or was a director of the corporation, against reasonable
                expenses incurred by the director in connection with the
                proceeding.


     35-1-454.  ADVANCE FOR EXPENSES.
     --------------------------------
        (1)     A corporation may pay for or reimburse the reasonable
                expenses incurred by a director who is a party to a
                proceeding in advance of final disposition of the
                proceeding if: (a) the director furnishes the corporation a
                written affirmation of the director's good faith belief
                that the director has met the standard of conduct described
                in 35-1-452; (b) the director furnishes the corporation a
                written undertaking, executed personally or on the
                director's behalf, to repay the advance if it is ultimately
                determined that the director did not meet the standard of
                conduct described in 35-1-452; and (c) a determination is
                made that the facts then known to those making the
                determination would not preclude indemnification under 35-
                1-451 through 35-1-459.

        (2)     The undertaking required by subsection (1)(b) must be an
                unlimited general obligation of the director but need not
                be secured and may be accepted without reference to
                financial ability to make repayment.

        (3)     Determinations and authorizations of payments under this
                section must be made in the manner specified in 35-1-456.
     <PAGE>
     35-1-455. COURT-ORDERED INDEMNIFICATION.
     ----------------------------------------
                Unless a corporation's articles of incorporation provide
                otherwise, a director of the corporation who is a party to
                a proceeding may apply for indemnification to the court
                conducting the proceeding or to another court of competent
                jurisdiction.  On receipt of an application, the court,
                after giving any notice the court considers necessary, may
                order indemnification if it determines that the director:
                (1) is entitled to mandatory indemnification under 35-1-
                453, in which case the court shall also order the
                corporation to pay the director's reasonable expense
                incurred in obtaining court-ordered indemnification; or (2)
                is fairly and reasonably entitled to indemnification in
                view of all the relevant circumstances, whether or not the
                director met the standard of conduct set forth in 35-1-452
                or was adjudged liable as described in 35-1-454(4).  If the
                director was adjudged liable as described in 35-1-452(4),
                the director's indemnification is limited to reasonable
                expenses incurred.


     35-1-456.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
     --------------------------------------------------------------
        (1)     A corporation may not indemnify a director under 35-1-452
                unless authorized in the specific case after a
                determination has been made that indemnification of the
                director is permissible in the circumstances because the
                director has met the standard of conduct set forth in 35-1-
                452.

        (2)     The determination must be made: (a) by the board of
                directors by majority vote of a quorum consisting of
                directors not at the time parties to the proceeding; (b) if
                a quorum cannot be obtained under subsection (2)(a), by
                majority vote of a committee designated by the board of
                directors, in which designated directors who are parties
                may participate, consisting solely of two or more directors
                not at the time parties to the proceeding; (c) by special
                legal counsel: (i) selected by the board of directors or
                its committee in the manner prescribed in subsection (2)(a)
                or (2)(b); or (ii) if a quorum of the board of directors
                cannot be obtained under subsection (2)(a) and a committee
                cannot be designated under subsection (2)(b), selected by a
                majority vote of the full board of directors in which
                selected directors who are parties may participate; or (d)
                by the shareholders, but shares owned by or voted under the
                control of directors who are at the time parties to the
                proceeding may not be voted on the determination.
     <PAGE>
        (3)     Authorization of indemnification and evaluation as to
                reasonableness of expenses must be made in the same manner
                as the determination that indemnification is permissible,
                except that if the determination is made by special legal
                counsel, authorization of indemnification and evaluation as
                to reasonableness of expenses must be made by those
                entitled under subsection (2)(c) to select counsel.


     35-1-457.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.  
     --------------------------------------------------------------
                Unless a corporation's articles of incorporation provide
                otherwise:

        (1)     an officer of the corporation who is not a director is
                entitled to mandatory indemnification under 35-1- 453 and
                is entitled to apply for court-ordered indemnification
                under 35-1-455 to the same extent as a director;

        (2)     the corporation may indemnify and advance expenses under
                35-1-451 through 35-1-459 to an officer, employee, or agent
                of the corporation who is not a director to the same extent
                as to a director; and

        (3)     a corporation may also indemnify and advance expenses to an
                officer, employee, or agent who is not a director to the
                extent, consistent with public policy, that may be provided
                by its articles of incorporation, bylaws, general or
                specific action of its board of directors, or contract.


     35-1-458.  INSURANCE. 
     ---------------------
                A corporation may purchase and maintain insurance on behalf
                of an individual who is or was a director, officer,
                employee, or agent of the corporation or who, while a
                director, officer, employee, or agent of the corporation,
                is or was serving at the request of the corporation as a
                director, officer, partner, trustee, employee, or agent of
                another foreign or domestic corporation, partnership, joint
                venture, trust, employee benefit plan, or other enterprise,
                against liability asserted against or incurred by him in
                that capacity or arising from his status as a director,
                officer, employee, or agent, whether or not the corporation
                would have power to indemnify him against the same
                liability under 35-1-452 or 35-1-453.
     <PAGE>
     35-1-459.  APPLICATION.
     -----------------------
        (1)     A provision treating a corporation's indemnification of or
                advance for expenses to directors that is contained in its
                articles of incorporation, its bylaws, a resolution of its
                shareholders or board of directors, a contract, or other
                instrument is valid only if and to the extent the provision
                is consistent with 35-1-451 through 35-1-459.  If articles
                of incorporation limit indemnification or advance for
                expenses, indemnification and advance for expenses are
                valid only to the extent consistent with the articles of
                incorporation.

        (2)     Sections 35-1-451 through 45-1-459 do not limit a
                corporation's power to pay or reimburse expenses incurred
                by a director in connection with the director's appearance
                as a witness in a proceeding at a time when the director
                has not been made a named defendant or respondent to the
                proceeding.


     Article 7 of the Company's Bylaws is set forth in its entirety as
     follows:

     ARTICLE 7
     ---------
     Indemnification of Officers, Directors, Employees, and Other Agents

     7.1   DIRECTORS AND OFFICERS.  The corporation shall indemnify its
           directors and officers to the fullest extent permitted by the
           Montana Business Corporation Act, as the same exists or may
           hereafter be amended (but, in the case of alleged occurrences of
           actions or omissions preceding any such amendment, only to the
           extent that such amendment permits the corporation to provide
           broader indemnification rights than the Montana Business
           Corporation Act permitted the corporation to provide prior to
           such amendment).

     7.2   EMPLOYEES AND OTHER AGENTS.  The corporation shall have power to
           indemnify its employees and other agents as set forth in the
           Montana Business Corporation Act.

     7.3   NO PRESUMPTION OF BAD FAITH.  The termination of any proceeding
           by judgment, order, settlement, conviction or upon a plea of
           nolo contendere or its equivalent shall not, of itself, create a
           presumption that the person did not act in good faith and in a
           manner which the person reasonably believed, in the case of
           conduct in the person's official capacity, the person's conduct
           was in the corporation's best interests and in all other cases,
           the person's conduct was at least not opposed to the
           corporation's best interests, and with respect to any criminal
           proceeding, that the person had reasonable cause to believe that
           the conduct was lawful.
     <PAGE>
     7.4   ADVANCES OF EXPENSES.  The expenses incurred by a director or
           officer in any proceeding shall be paid by the corporation in
           advance at the written request of the director or officer, if
           the director or officer:

           A.  furnishes the corporation a written affirmation of such
               person's good faith belief that such person is entitled to
               be indemnified by the corporation; and

           B.  furnishes the corporation a written undertaking to repay
               such advance to the extent that it is ultimately determined
               by a court that such person is not entitled to be
               indemnified by the expenses and without regard to the
               person's ultimate entitlement to indemnification under this
               bylaw or otherwise.

     7.5   ENFORCEMENT.  Without the necessity of entering into an express
           contract, all rights to indemnification and advances under this
           bylaw shall be deemed to be contractual rights and be effective
           to the same extent and as if provided for in a contract between
           the corporation and the director or officer who serves in such
           capacity at any time while this bylaw and relevant provisions of
           the Montana Business Corporation Act and other applicable law,
           if any, are in effect.  Any right to indemnification or advances
           granted by this bylaw to a director or officer shall be
           enforceable by or on behalf of the person holding such right in
           any court of competent jurisdiction if (a) the claim for
           indemnification or advances is denied, in whole or in part, or
           (b) no disposition of such claim is made within ninety days of
           request therefor.  The claimant in such enforcement action, if
           successful in whole or in part, shall be entitled to be paid
           also the expense of prosecuting a claim.  It shall be a defense
           to any such action (other than an action brought to enforce a
           claim for expenses incurred in connection with any proceeding in
           advance of its final disposition when the required affirmation
           and undertaking have been tendered to the corporation) that the
           claimant has not met the standards of conduct which make it
           permissible under the Montana Business Corporation Act for the
           corporation to indemnify the claimant for the amount claimed,
           but the burden of proving such defense shall be on the
           corporation.  Neither the failure of the corporation (including
           its board of directors, independent legal counsel or its
           shareholders) to have made a determination prior to the
           commencement of such action that indemnification of the claimant
           is proper in the circumstances because the claimant has met the
           applicable standard of conduct set forth in the Montana Business
           Corporation Act, nor an actual determination by the corporation
           (including its board of directors, independent legal counsel or
           its shareholders) that the claimant has not met such applicable
           standard of conduct, shall be a defense to the action or create
           a presumption that the claimant has not met the applicable
           standard of conduct.
     <PAGE>
     7.6   NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person
           by this bylaw shall not be exclusive of any other right which
           such person may have or hereafter acquire under any statute,
           provision of the articles of incorporation, bylaws, agreement,
           vote of shareholders or disinterested directors or otherwise,
           both as to action in the person's official capacity and as to
           action in another capacity while holding office.  The
           corporation is specifically authorized to enter into individual
           contracts with any or all of its directors, officers, employees
           or agents respecting indemnification and advances, to the
           fullest extent permitted by the law.

     7.7   SURVIVAL OF RIGHTS.  The rights conferred on any person by this
           bylaw shall continue as to a person who has ceased to be a
           director, officer, employee or other agent and shall inure to
           the benefit of the heirs, executors and administrators of such a
           person.

     7.8   INSURANCE.  To the fullest extent permitted by the Montana
           Business Corporation Act, the corporation, upon approval by the
           board of directors, may purchase insurance on behalf of any
           person required or permitted to be indemnified pursuant to this
           bylaw.

     7.9   AMENDMENTS.  Any repeal of this bylaw shall only be prospective
           and no repeal or modification hereof shall adversely affect the
           rights under this bylaw in effect at the time of the alleged
           occurrence of any action or omission to act that is the cause of
           any proceeding against any agent of the corporation.

     7.10  SAVINGS CLAUSE.  If this bylaw or any portion hereof shall be
           invalidated on any ground by any court of competent
           jurisdiction, the corporation shall indemnify each director,
           officer or other agent to the fullest extent permitted by any
           applicable portion of this bylaw that shall not have been
           invalidated, or by any other applicable law.

     7.11  CERTAIN DEFINITIONS.  For the purposes of this bylaw, the
           following definitions shall apply:

           A.  "CORPORATION" shall include any domestic or foreign
               predecessor entity of a corporation in a merger or other
               transaction in which the predecessor's existence ceased upon
               consummation of the transaction, and any domestic or foreign
               subsidiary corporation.

           B.  "DIRECTOR" shall mean an individual who is or was a director
               of a corporation or an individual who, while a director of a
               corporation, is or was serving at the corporation's request
               as a director, officer, partner, trustee, employee, or agent
               of another foreign or domestic corporation, partnership,
     <PAGE>
               joint venture, trust, employee benefit plan, or other
               enterprise.  A director is considered to be serving an
               employee benefit plan at the corporation's request if the
               director's duties to the corporation also impose duties on,
               or otherwise involve services by, the director to the plan
               or to participants in or beneficiaries of the plan. 
               "Director" includes, unless the context requires otherwise,
               the estate or personal representative of a director.

           C.  "EXPENSES" shall include counsel fees.

           D.  "OFFICIAL CAPACITY" shall mean: when used in regard to a
               director, the office of director in a corporation or to an
               individual other than a director, as contemplated in the
               Montana Business Corporation Act, the office in a
               corporation held by the officer or the employment or agency
               relationship undertaken by the employee or agent on behalf
               of the corporation.  "Official capacity" does not include
               service for any other foreign or domestic corporation or any
               partnership, joint venture, trust, employee benefit plan, or
               other enterprise.

           E.  "PROCEEDING" shall mean any threatened, pending, or
               completed action, suit or proceeding, whether civil,
               criminal, administrative, or investigative and whether
               formal or informal.


     Item 7.  Exemption from Registration Claimed.
     ----------------------------------------------
     Not Applicable.

     Item 8.  Exhibits.
     ------------------
     Exhibit
     Number    Description
     -------   -----------------------------------------------------------
     4.1       Gold Reserve 1997 Equity Incentive Plan*

     4.2       Articles of Incorporation of the Registrant, as amended on
               July 16, 1973.  Filed as Exhibit E to the Registrant's
               Registration Statement on Form 10 dated July 20, 1982 and
               incorporated by reference herein.

     4.3       Amendment to Articles of Incorporation of the Company, dated
               June 16, 1997*

     4.4       Bylaws of the Company, as amended, dated March 4, 1993
               (incorporated by reference to Exhibit No. 3.2 to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1992)
     <PAGE>
     Exhibit
     Number    Description
     -------   -----------------------------------------------------------
     4.5       Shareholder Rights Plan Agreement, dated April 2, 1997
               between the Company and Montreal Trust Company of Canada as
               rights agent (incorporated by reference to Schedule B to the
               Company's Proxy Statement for Annual Meeting of
               Shareholders, SEC File No. 001-08372, dated April 14, 1997)

     5.1       Form of Opinion of Winston & Cashatt*

     23.1      Consent of Coopers & Lybrand, L.L.P.*

     23.2      Consent of Winston &Cashatt (included in Exhibit 5.1)*

     24.1      Power of attorney (see signature pages of Registration
               Statement)*
     ________________
     *  Filed herewith.


     Item 9.  Undertakings.
     ----------------------
               (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    Registration Statement:

                    (i)    To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           Registration Statement (or the most recent post-
                           effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental
                           change in the information set forth in the
                           Registration Statement.  Notwithstanding the
                           foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which
                           was registered) and any deviation from the low
                           or high end of the estimated maximum offering
                           range may be reflected in the form of prospectus
                           filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20%
                           change in the maximum aggregate offering price
                           set forth in the "Calculation of Registration
                           Fee" table in the effective Registration
                           Statement;
     <PAGE>
                    (iii)  To include any material information with respect
                           to the Plan of Distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement; provided, however, that
                           paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
                           if the Registration Statement is on Form S-3,
                           Form S-8 or Form F-3, and the information
                           required to be included in a post-effective
                           amendment by those paragraphs is contained in
                           periodic reports filed with or furnished to the
                           Commission by the Registrant pursuant to Section
                           13 or Section 15(d) of the Exchange Act that are
                           incorporated by reference in the Registration
                           Statement.

               (2)  That, for the purpose of determining any liability
                    under the Securities Act, each such post- effective
                    amendment shall be deemed to be a new registration
                    statement relating to the securities offered therein,
                    and the offering of such securities at that time shall
                    be deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-
                    effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

                    (b)  The undersigned registrant hereby undertakes that,
                         for purposes of determining any liability under
                         the Securities Act, each filing of the
                         Registrant's annual report pursuant to Section
                         13(a) or Section 15(d) of the Exchange Act (and,
                         where applicable, each filing of an employee
                         benefit plan's annual report pursuant to Section
                         15(d) of the Exchange Act) that is incorporated by
                         reference in the Registration Statement shall be
                         deemed to be a new registration statement relating
                         to the securities offered therein, and the
                         offering of such securities at that time shall be
                         deemed to be the initial bona fide offering
                         thereof.

                    (c)  Insofar as indemnification for liabilities arising
                         under the Securities Act may be permitted to
                         directors, officers and controlling persons of the
                         Registrant pursuant to the foregoing provisions,
                         or otherwise, the Registrant has been advised that
                         in the opinion of the Commission such
                         indemnification is against public policy as
                         expressed in the Securities Act and is, therefore,
                         unenforceable.  In the event that a claim for
     <PAGE>
                         indemnification against such liabilities (other
                         than the payment by the Registrant of expenses
                         incurred or paid by a director, officer or
                         controlling person of the Registrant in the
                         successful defense of any action, suit or
                         proceeding) is asserted by such director, officer
                         or controlling person in connection with the
                         securities being registered, the Registrant will,
                         unless in the opinion of its counsel the matter
                         has been settled by controlling precedent, submit
                         to a court of appropriate jurisdiction the
                         question whether such indemnification by it is
                         against public policy as expressed in the
                         Securities Act and will be governed by the final
                         adjudication of such issue.
     <PAGE>
     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Spokane, State
     of Washington, on June 10, 1998.


                         GOLD RESERVE CORPORATION


                         By:  /s/ Rockne J. Timm
                             ---------------------------------------------
                             Name:  ROCKNE J. TIMM
                             Title:  President and Chief Executive Officer
     POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.  Each person whose signature
     appears below hereby authorizes and appoints Rockne J. Timm as his
     attorney-in-fact to sign on his behalf individually and in the
     capacity stated below all amendments and post-effective amendments to
     this Registration Statement as that attorney-in-fact may deem
     necessary or appropriate.

      <TABLE>
      <CAPTION>

      Signature                         Title                                       Date
      --------------------------------  ------------------------------------------  ---------------
      <S>                               <C>                                         <C>
      /s/ Rockne J. Timm                President, Chief Executive Officer and 
      --------------------------------  Director (Principal Executive Officer)      June 10, 1998
      ROCKNE J. TIMM


      /s/ Robert A. McGuinness          Vice President of Finance and Chief
      --------------------------------  Financial Officer (Principal Financial
      ROBERT A. McGUINNESS              and Accounting Officer)                     June 10, 1998


      /s/ A. Douglas Belanger           Executive Vice President, Secretary and
      --------------------------------  Director                                    June 10, 1998
      A. DOUGLAS BELANGER


      /s/ James P. Geyer                Senior Vice President and Director          June 10, 1998
      --------------------------------
      JAMES P. GEYER


      /s/ James H. Coleman              Director                                    June 10, 1998
      --------------------------------
      JAMES H. COLEMAN
      </TABLE>
      <PAGE>

      <TABLE>
      <CAPTION>

      Signature                         Title                                       Date
      --------------------------------  ------------------------------------------  ---------------
      <S>                               <C>                                         <C>
      /s/ Patrick D. McChesney          Director                                    June 10, 1998
      --------------------------------
      PATRICK D. McCHESNEY


      /s/ Chris D. Mikkelsen            Director                                    June 10, 1998
      --------------------------------
      CHRIS D. MIKKELSEN


      /s/ Jean Charles Potvin           Director                                    June 10, 1998
      --------------------------------
      JEAN CHARLES POTVIN
      </TABLE>
      <PAGE>
     EXHIBIT INDEX

     Exhibit
     Number    Description         
     --------  ------------------------------------------------------------
     4.1       Gold Reserve 1997 Equity Incentive Plan

     4.2       Articles of Incorporation of the Registrant, as amended on 
               July 16, 1973.  Filed as Exhibit E to the Registrant's 
               Registration Statement on Form 10 dated July 20, 1982 and 
               incorporated by reference herein.

     4.3       Amendment to Articles of Incorporation of the Company, dated
               June 16, 1997 

     4.4       Bylaws of the Company, as amended, dated March 4, 1993
               (incorporated by reference to Exhibit No. 3.2 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 
               1992)

     4.5       Shareholder Rights Plan Agreement, dated April 2, 1997 between
               the Company and Montreal Trust Company of Canada as rights 
               agent (incorporated by reference to Schedule B to the Company's 
               Proxy Statement for Annual Meeting of Shareholders, SEC File 
               No. 001-08372, dated April 14, 1997)

     5.1       Form of Opinion of Winston & Cashatt

     23.1      Consent of Coopers & Lybrand, L.L.P. 

     23.2      Consent of Winston &Cashatt (included in Exhibit 5.1)

     24.1      Power of attorney (see signature pages of Registration 
               Statement)
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 47795}]
{"company-data": {"conformed-name": "GOLD RESERVE CORP", "cik": "0000042119", "assigned-sic": "1400", "irs-number": "810266636", "state-of-incorporation": "MT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56495", "film-number": "98645637"}, "business-address": {"street1": "1940 SEAFIRST FINANCIAL CENTER", "city": "SPOKANE", "state": "WA", "zip": "99201", "phone": "5096231500"}, "mail-address": {"street1": "1940 SEAFIRST FINANCIAL CENTER", "city": "SPOKANE", "state": "WA", "zip": "99201"}}
As filed with the Commission on June 10, 1998
                                                  Registration No. 33-     
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            GOLD RESERVE CORPORATION
             ----------------------------------------------------- 
             (Exact name of registrant as specified in its charter) 

                 Montana                                     81-0266636    
     -------------------------------                    -------------------
     (State or other jurisdiction of                     (I.R.S. Employer  
     incorporation or organization)                     Identification No.)

                            601 West Riverside Avenue
                                   Suite 1940
                               Spokane, Washington
             ----------------------------------------------------- 
                    (Address of principal executive offices)

                                      99201
             ----------------------------------------------------- 
                                   (Zip Code)

                     GOLD RESERVE 1997 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
                                 ROCKNE J. TIMM
                            601 West Riverside Avenue
                                   Suite 1940
                            Spokane, Washington 99201
                                 (509) 623-1500
                     (Name and address of agent for service)
                                 with a copy to:
                                 ALAN G. HARVEY
                                Baker & McKenzie
                          2001 Ross Avenue, Suite 4500
                               Dallas, Texas 75201
                                 (214) 978-3000

      CALCULATION OF REGISTRATION FEE
Title of Each     Class of          Proposed Maximum    Proposed Maximum    Amount of
      Securities to be  Amount to be      Offering Price Per  Aggregate Offering  Registration 
      Registered (1)    Registered (2)    Security (3)        Price (3)           Fee (4)
      ----------------  --------------    ------------------  ------------------  ----------------
Common Stock, 
        no par value 
        per share       4,108,889 Shares  $1.891              $7,769,909          $2,292.12

      Preferred Stock 
        Purchase 
        Rights          4,108,889 Rights  Not Applicable      Not Applicable      Not Applicable(1)
(1)  Shares of common stock of Gold Reserve Corporation (the
          "Company"), no par value per share (the "Common Stock"), being
          registered hereby relate to the Gold Reserve 1997 Equity
          Incentive Plan (the "1997 Plan").  Pursuant to Rule 416
          promulgated under the Securities Act of 1933, as amended (the
          "Securities Act"), there are also being registered such
          additional shares of Common Stock as may become issuable pursuant
          to the anti-dilution provisions of the 1997 Plan.

     (2)  This Registration Statement is also deemed, pursuant to
          Instruction E to Form S-8, to relate to an aggregate of 2,108,889
          shares of Common Stock previously registered on the following
          registration statements of the Company in connection with
          predecessor plans, with respect to which registration fees
          totaling $4,545.02 have been paid: (a) Registration Statement on
          Form S-8 (Registration No. 033-61113), as amended; (b)
          Registration Statement on Form S-8 (Registration No. 033-58700),
          as amended; (c) Registration Statement on Form S-8 (Registration
          No. 033-69912), as amended; and (d) Registration Statement on
          Form S-8 (Registration No. 033-35595).

     (3)  Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(c) and (h) promulgated under the
          Securities Act on the basis of the average of the high and low
          sale prices of the Common Stock on June 8, 1998, as reported on
          the Nasdaq SmallCap Market.

     (4)  In accordance with Rule 457(g), no additional registration fee is
          required in respect of the Preferred Stock Purchase Rights.
EXPLANATORY NOTE

     This Registration Statement relates to the registration of the
     following securities of the Company:  up to 4,108,889 shares of Common
     Stock (including the preferred stock purchase rights attaching
     thereto) issuable under the 1997 Plan.  A total of 4,397,386 shares of
     Common Stock were registered on the following registration statements
     of the Company for issuance in connection with predecessor plans to
     the 1997 Plan: (a) Registration Statement on Form S-8 (Registration
     No. 033-61113), as amended; (b) Registration Statement on Form S-8
     (Registration No. 033-58700), as amended; (c) Registration Statement
     on Form S-8 (Registration No. 033-69912), as amended; and (d)
     Registration Statement on Form S-8 (Registration No. 033-35595). On
     June 5, 1997, the stockholders of the Company approved the 1997 Plan. 
     The Company is no longer granting options or restricted stock under
     the predecessor plans.  Shares of Common Stock subject to stock
     options previously existing under the predecessor plans that as a
     result of forfeiture to the Company again become subject to reissuance
     are reissued and administered pursuant to the 1997 Plan. 2,108,889
     shares of Common Stock previously registered under such registration
     statements remain unsold and have not been issued under the
     predecessor plans (with respect to which registration fees totaling
     $4,545.02 have been paid) and, pursuant to Instruction E  to Form S-8
     and the telephonic interpretation of the Securities and Exchange
     Commission set forth at item 89 of section G of the Division of
     Corporation Finance's Manual of Publicly Available Telephone
     Interpretations (July 1997), are carried forward to, and deemed
     covered by, this Registration Statement on Form S-8 filed in
     connection with the 1997 Plan.  None of the 258,300 shares relating to
     the Company's KSOP Plan registered under the Registration Statement on
     Form S-8 (Registration No. 33-61113), as amended, are carried forward
     to, or deemed covered by, the Registration Statement filed hereby.
PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference
     ------------------------------------------------
     The documents listed below are hereby incorporated by reference into
     this Registration Statement.  All documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     prior to the filing of a post-effective amendment to the Registration
     Statement which indicates that all shares of Common Stock offered
     hereunder have been sold or which deregisters all shares then
     remaining unsold, shall be deemed to be incorporated herein by
     reference and to be a part hereof from the date of filing of such
     documents.  

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998; and

     (c)  The description of the Company's Common Stock as contained in the
          Company's Registration Statement on Form 10 dated July 20, 1982,
          including all amendments and reports filed for the purpose of
          updating such descriptions; and the description of the Company's
          Preferred Stock Purchase Rights as contained in the Company's
          Registration Statement on Form 8-A filed May 21, 1998, including
          all amendments and reports filed for the purpose of updating such
          descriptions.

     Item 4.  Description of Securities
     ----------------------------------
     Not Applicable.

     Item 5.  Interest of Named Experts and Counsel
     ----------------------------------------------
     None.

     Item 6.  Indemnification of Directors and Officers.
     ---------------------------------------------------
     The only statutes, charter provisions, bylaws, contracts or other
     arrangements under which a controlling person, director or officer of
     the Company is insured or indemnified in any manner against liability
     which he may incur in his capacity as such are Sections 35-1-451
     through 31-1-459 of the Montana Business Corporation Act and Article 7
     of the Company's Bylaws.  Taken together, these statutory and bylaw
     provisions generally allow, but sometimes require, the Company to
     indemnify its directors and officers against liability, and to advance
     the costs of defending any such person against liability, provided (i)
     such indemnification or advancement of expenses is authorized by the
vote of those directors who are not parties to the proceeding upon
     which such liability is predicated (or, in certain instances, by
     alternate disinterested means), (ii) the director or officer was
     acting on behalf of the Company in his official capacity as a director
     or officer and (iii) such director or officer conducted himself in
     good faith and believed his conduct was in, or not opposed to, the
     best interests of the Company (or in the case of any criminal
     proceeding, that he had no reasonable cause to believe his conduct was
     unlawful).  The Company may not indemnify a director or officer,
     however, if such director or officer is adjudged liable to the
     Company, or if the director or officer is adjudged to have derived an
     improper personal benefit.

     Indemnification permitted by these provisions is limited to reasonable
     expenses incurred in connection with the proceeding upon which
     liability is predicated, which includes the amount of any such
     liability actually imposed.

     Sections 35-1-141 through 35-1-459 of the Montana Business Corporation
     Act are set forth in their entirety as follows:

     35-1-451.  DEFINITIONS.  
     -----------------------
                As used in 35-1-451 through 35-1-459, the following
                definitions apply:

        (1)     "CORPORATION" includes any domestic or foreign predecessor
                entity of a corporation in a merger or other transaction in
                which the predecessor's existence ceased upon consummation
                of the transaction.

        (2)(a)  "DIRECTOR" means an individual who is or was a director of
                a corporation or an individual who, while a director of a
                corporation, is or was serving at the corporation's request
                as a director, officer, partner, trustee, employee, or
                agent of another foreign or domestic corporation,
                partnership, joint venture, trust, employee benefit plan,
                or other enterprise.  A director is considered to be
                serving an employee benefit plan at the corporation's
                request if the director's duties to the corporation include
                duties or services by him to the plan or to participants in
                or beneficiaries of the plan.

        (2)(b)  Director includes, unless the context requires otherwise,
                the estate or personal representative of a director.

        (3)     "EXPENSES" include attorney fees.

        (4)     "LIABILITY" means the obligation to pay a judgment,
                settlement, penalty, or fine, including an excise tax
                assessed with respect to an employee benefit plan, or to
                pay reasonable expenses incurred with respect to a
                proceeding.
(5)(a)  "OFFICIAL CAPACITY" means: (i) when used with respect to a
                director, the office of director in a corporation; or (ii)
                when used with respect to an individual other than a
                director, as contemplated in 35-1-457, the office in a
                corporation held by the officer or the employment or agency
                relationship undertaken by the employee or agent on behalf
                of the corporation.

        (5)(b)  Official capacity does not include service for any other
                foreign or domestic corporation or any partnership, joint
                venture, trust, employee benefit plan, or other enterprise.

        (6)     "PARTY" includes an individual who was, is, or is
                threatened to be made a named defendant or respondent in a
                proceeding.

        (7)     "PROCEEDING" means any threatened, pending, or completed
                action, suit, or proceeding, whether civil, criminal,
                administrative, or investigative and whether formal or
                informal.

     35-1-452.  AUTHORITY TO INDEMNIFY.
     ----------------------------------
        (1)     Except as provided in subsection (4), an individual made a
                party to a proceeding because he is or was a director may
                be indemnified against liability incurred in the proceeding
                if: (a) he conducted himself in good faith; (b) he
                reasonably believed: (i) in the case of conduct in his
                official capacity with the corporation, that his conduct
                was in the corporation's best interests; and (ii) in all
                other cases, that his conduct was at least not opposed to
                the corporation's best interests; and (c) in the case of
                any criminal proceeding, he had no reasonable cause to
                believe his conduct was unlawful.

        (2)     A director's conduct with respect to an employee benefit
                plan for a purpose the director reasonably believed to be
                in the interests of the participants in and beneficiaries
                of the plan is conduct that satisfies the requirement of
                subsection (1)(b)(ii).

        (3)     The termination of a proceeding by judgment, order,
                settlement, conviction, or upon a plea of nolo contendere
                or its equivalent is not, of itself, determination that the
                director did not meet the standard of conduct described in
                this section.

        (4)     A corporation may not indemnify a director under this
                section: (a) in connection with a proceeding by or in the
                right of the corporation in which the director was adjudged
                liable to the corporation; or (b) in connection with any
other proceeding charging improper personal benefit to the
                director, whether or not involving action in the director's
                official capacity, in which the director was adjudged
                liable on the basis that personal benefit was improperly
                received by the director.

        (5)     Indemnification permitted under this section in connection
                with a proceeding by or in the right of the corporation is
                limited to reasonable expenses incurred in connection with
                the proceeding.

     35-1-453.  MANDATORY INDEMNIFICATION.
     -------------------------------------
                Unless limited by its articles of incorporation, a
                corporation shall indemnify a director who was wholly
                successful, on the merits or otherwise, in the defense of
                any proceeding to which the director was a party because he
                is or was a director of the corporation, against reasonable
                expenses incurred by the director in connection with the
                proceeding.

     35-1-454.  ADVANCE FOR EXPENSES.
     --------------------------------
        (1)     A corporation may pay for or reimburse the reasonable
                expenses incurred by a director who is a party to a
                proceeding in advance of final disposition of the
                proceeding if: (a) the director furnishes the corporation a
                written affirmation of the director's good faith belief
                that the director has met the standard of conduct described
                in 35-1-452; (b) the director furnishes the corporation a
                written undertaking, executed personally or on the
                director's behalf, to repay the advance if it is ultimately
                determined that the director did not meet the standard of
                conduct described in 35-1-452; and (c) a determination is
                made that the facts then known to those making the
                determination would not preclude indemnification under 35-
                1-451 through 35-1-459.

        (2)     The undertaking required by subsection (1)(b) must be an
                unlimited general obligation of the director but need not
                be secured and may be accepted without reference to
                financial ability to make repayment.

        (3)     Determinations and authorizations of payments under this
                section must be made in the manner specified in 35-1-456.
35-1-455. COURT-ORDERED INDEMNIFICATION.
     ----------------------------------------
                Unless a corporation's articles of incorporation provide
                otherwise, a director of the corporation who is a party to
                a proceeding may apply for indemnification to the court
                conducting the proceeding or to another court of competent
                jurisdiction.  On receipt of an application, the court,
                after giving any notice the court considers necessary, may
                order indemnification if it determines that the director:
                (1) is entitled to mandatory indemnification under 35-1-
                453, in which case the court shall also order the
                corporation to pay the director's reasonable expense
                incurred in obtaining court-ordered indemnification; or (2)
                is fairly and reasonably entitled to indemnification in
                view of all the relevant circumstances, whether or not the
                director met the standard of conduct set forth in 35-1-452
                or was adjudged liable as described in 35-1-454(4).  If the
                director was adjudged liable as described in 35-1-452(4),
                the director's indemnification is limited to reasonable
                expenses incurred.

     35-1-456.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
     --------------------------------------------------------------
        (1)     A corporation may not indemnify a director under 35-1-452
                unless authorized in the specific case after a
                determination has been made that indemnification of the
                director is permissible in the circumstances because the
                director has met the standard of conduct set forth in 35-1-
                452.

        (2)     The determination must be made: (a) by the board of
                directors by majority vote of a quorum consisting of
                directors not at the time parties to the proceeding; (b) if
                a quorum cannot be obtained under subsection (2)(a), by
                majority vote of a committee designated by the board of
                directors, in which designated directors who are parties
                may participate, consisting solely of two or more directors
                not at the time parties to the proceeding; (c) by special
                legal counsel: (i) selected by the board of directors or
                its committee in the manner prescribed in subsection (2)(a)
                or (2)(b); or (ii) if a quorum of the board of directors
                cannot be obtained under subsection (2)(a) and a committee
                cannot be designated under subsection (2)(b), selected by a
                majority vote of the full board of directors in which
                selected directors who are parties may participate; or (d)
                by the shareholders, but shares owned by or voted under the
                control of directors who are at the time parties to the
                proceeding may not be voted on the determination.
(3)     Authorization of indemnification and evaluation as to
                reasonableness of expenses must be made in the same manner
                as the determination that indemnification is permissible,
                except that if the determination is made by special legal
                counsel, authorization of indemnification and evaluation as
                to reasonableness of expenses must be made by those
                entitled under subsection (2)(c) to select counsel.

     35-1-457.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.  
     --------------------------------------------------------------
                Unless a corporation's articles of incorporation provide
                otherwise:

        (1)     an officer of the corporation who is not a director is
                entitled to mandatory indemnification under 35-1- 453 and
                is entitled to apply for court-ordered indemnification
                under 35-1-455 to the same extent as a director;

        (2)     the corporation may indemnify and advance expenses under
                35-1-451 through 35-1-459 to an officer, employee, or agent
                of the corporation who is not a director to the same extent
                as to a director; and

        (3)     a corporation may also indemnify and advance expenses to an
                officer, employee, or agent who is not a director to the
                extent, consistent with public policy, that may be provided
                by its articles of incorporation, bylaws, general or
                specific action of its board of directors, or contract.

     35-1-458.  INSURANCE. 
     ---------------------
                A corporation may purchase and maintain insurance on behalf
                of an individual who is or was a director, officer,
                employee, or agent of the corporation or who, while a
                director, officer, employee, or agent of the corporation,
                is or was serving at the request of the corporation as a
                director, officer, partner, trustee, employee, or agent of
                another foreign or domestic corporation, partnership, joint
                venture, trust, employee benefit plan, or other enterprise,
                against liability asserted against or incurred by him in
                that capacity or arising from his status as a director,
                officer, employee, or agent, whether or not the corporation
                would have power to indemnify him against the same
                liability under 35-1-452 or 35-1-453.
35-1-459.  APPLICATION.
     -----------------------
        (1)     A provision treating a corporation's indemnification of or
                advance for expenses to directors that is contained in its
                articles of incorporation, its bylaws, a resolution of its
                shareholders or board of directors, a contract, or other
                instrument is valid only if and to the extent the provision
                is consistent with 35-1-451 through 35-1-459.  If articles
                of incorporation limit indemnification or advance for
                expenses, indemnification and advance for expenses are
                valid only to the extent consistent with the articles of
                incorporation.

        (2)     Sections 35-1-451 through 45-1-459 do not limit a
                corporation's power to pay or reimburse expenses incurred
                by a director in connection with the director's appearance
                as a witness in a proceeding at a time when the director
                has not been made a named defendant or respondent to the
                proceeding.

     Article 7 of the Company's Bylaws is set forth in its entirety as
     follows:

     ARTICLE 7
     ---------
     Indemnification of Officers, Directors, Employees, and Other Agents

     7.1   DIRECTORS AND OFFICERS.  The corporation shall indemnify its
           directors and officers to the fullest extent permitted by the
           Montana Business Corporation Act, as the same exists or may
           hereafter be amended (but, in the case of alleged occurrences of
           actions or omissions preceding any such amendment, only to the
           extent that such amendment permits the corporation to provide
           broader indemnification rights than the Montana Business
           Corporation Act permitted the corporation to provide prior to
           such amendment).

     7.2   EMPLOYEES AND OTHER AGENTS.  The corporation shall have power to
           indemnify its employees and other agents as set forth in the
           Montana Business Corporation Act.

     7.3   NO PRESUMPTION OF BAD FAITH.  The termination of any proceeding
           by judgment, order, settlement, conviction or upon a plea of
           nolo contendere or its equivalent shall not, of itself, create a
           presumption that the person did not act in good faith and in a
           manner which the person reasonably believed, in the case of
           conduct in the person's official capacity, the person's conduct
           was in the corporation's best interests and in all other cases,
           the person's conduct was at least not opposed to the
           corporation's best interests, and with respect to any criminal
           proceeding, that the person had reasonable cause to believe that
           the conduct was lawful.
7.4   ADVANCES OF EXPENSES.  The expenses incurred by a director or
           officer in any proceeding shall be paid by the corporation in
           advance at the written request of the director or officer, if
           the director or officer:

           A.  furnishes the corporation a written affirmation of such
               person's good faith belief that such person is entitled to
               be indemnified by the corporation; and

           B.  furnishes the corporation a written undertaking to repay
               such advance to the extent that it is ultimately determined
               by a court that such person is not entitled to be
               indemnified by the expenses and without regard to the
               person's ultimate entitlement to indemnification under this
               bylaw or otherwise.

     7.5   ENFORCEMENT.  Without the necessity of entering into an express
           contract, all rights to indemnification and advances under this
           bylaw shall be deemed to be contractual rights and be effective
           to the same extent and as if provided for in a contract between
           the corporation and the director or officer who serves in such
           capacity at any time while this bylaw and relevant provisions of
           the Montana Business Corporation Act and other applicable law,
           if any, are in effect.  Any right to indemnification or advances
           granted by this bylaw to a director or officer shall be
           enforceable by or on behalf of the person holding such right in
           any court of competent jurisdiction if (a) the claim for
           indemnification or advances is denied, in whole or in part, or
           (b) no disposition of such claim is made within ninety days of
           request therefor.  The claimant in such enforcement action, if
           successful in whole or in part, shall be entitled to be paid
           also the expense of prosecuting a claim.  It shall be a defense
           to any such action (other than an action brought to enforce a
           claim for expenses incurred in connection with any proceeding in
           advance of its final disposition when the required affirmation
           and undertaking have been tendered to the corporation) that the
           claimant has not met the standards of conduct which make it
           permissible under the Montana Business Corporation Act for the
           corporation to indemnify the claimant for the amount claimed,
           but the burden of proving such defense shall be on the
           corporation.  Neither the failure of the corporation (including
           its board of directors, independent legal counsel or its
           shareholders) to have made a determination prior to the
           commencement of such action that indemnification of the claimant
           is proper in the circumstances because the claimant has met the
           applicable standard of conduct set forth in the Montana Business
           Corporation Act, nor an actual determination by the corporation
           (including its board of directors, independent legal counsel or
           its shareholders) that the claimant has not met such applicable
           standard of conduct, shall be a defense to the action or create
           a presumption that the claimant has not met the applicable
           standard of conduct.
7.6   NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person
           by this bylaw shall not be exclusive of any other right which
           such person may have or hereafter acquire under any statute,
           provision of the articles of incorporation, bylaws, agreement,
           vote of shareholders or disinterested directors or otherwise,
           both as to action in the person's official capacity and as to
           action in another capacity while holding office.  The
           corporation is specifically authorized to enter into individual
           contracts with any or all of its directors, officers, employees
           or agents respecting indemnification and advances, to the
           fullest extent permitted by the law.

     7.7   SURVIVAL OF RIGHTS.  The rights conferred on any person by this
           bylaw shall continue as to a person who has ceased to be a
           director, officer, employee or other agent and shall inure to
           the benefit of the heirs, executors and administrators of such a
           person.

     7.8   INSURANCE.  To the fullest extent permitted by the Montana
           Business Corporation Act, the corporation, upon approval by the
           board of directors, may purchase insurance on behalf of any
           person required or permitted to be indemnified pursuant to this
           bylaw.

     7.9   AMENDMENTS.  Any repeal of this bylaw shall only be prospective
           and no repeal or modification hereof shall adversely affect the
           rights under this bylaw in effect at the time of the alleged
           occurrence of any action or omission to act that is the cause of
           any proceeding against any agent of the corporation.

     7.10  SAVINGS CLAUSE.  If this bylaw or any portion hereof shall be
           invalidated on any ground by any court of competent
           jurisdiction, the corporation shall indemnify each director,
           officer or other agent to the fullest extent permitted by any
           applicable portion of this bylaw that shall not have been
           invalidated, or by any other applicable law.

     7.11  CERTAIN DEFINITIONS.  For the purposes of this bylaw, the
           following definitions shall apply:

           A.  "CORPORATION" shall include any domestic or foreign
               predecessor entity of a corporation in a merger or other
               transaction in which the predecessor's existence ceased upon
               consummation of the transaction, and any domestic or foreign
               subsidiary corporation.

           B.  "DIRECTOR" shall mean an individual who is or was a director
               of a corporation or an individual who, while a director of a
               corporation, is or was serving at the corporation's request
               as a director, officer, partner, trustee, employee, or agent
               of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other
               enterprise.  A director is considered to be serving an
               employee benefit plan at the corporation's request if the
               director's duties to the corporation also impose duties on,
               or otherwise involve services by, the director to the plan
               or to participants in or beneficiaries of the plan. 
               "Director" includes, unless the context requires otherwise,
               the estate or personal representative of a director.

           C.  "EXPENSES" shall include counsel fees.

           D.  "OFFICIAL CAPACITY" shall mean: when used in regard to a
               director, the office of director in a corporation or to an
               individual other than a director, as contemplated in the
               Montana Business Corporation Act, the office in a
               corporation held by the officer or the employment or agency
               relationship undertaken by the employee or agent on behalf
               of the corporation.  "Official capacity" does not include
               service for any other foreign or domestic corporation or any
               partnership, joint venture, trust, employee benefit plan, or
               other enterprise.

           E.  "PROCEEDING" shall mean any threatened, pending, or
               completed action, suit or proceeding, whether civil,
               criminal, administrative, or investigative and whether
               formal or informal.

     Item 7.  Exemption from Registration Claimed.
     ----------------------------------------------
     Not Applicable.

     Item 8.  Exhibits.
     ------------------
     Exhibit
     Number    Description
     -------   -----------------------------------------------------------
     4.1       Gold Reserve 1997 Equity Incentive Plan*

     4.2       Articles of Incorporation of the Registrant, as amended on
               July 16, 1973.  Filed as Exhibit E to the Registrant's
               Registration Statement on Form 10 dated July 20, 1982 and
               incorporated by reference herein.

     4.3       Amendment to Articles of Incorporation of the Company, dated
               June 16, 1997*

     4.4       Bylaws of the Company, as amended, dated March 4, 1993
               (incorporated by reference to Exhibit No. 3.2 to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1992)
Exhibit
     Number    Description
     -------   -----------------------------------------------------------
     4.5       Shareholder Rights Plan Agreement, dated April 2, 1997
               between the Company and Montreal Trust Company of Canada as
               rights agent (incorporated by reference to Schedule B to the
               Company's Proxy Statement for Annual Meeting of
               Shareholders, SEC File No. 001-08372, dated April 14, 1997)

     5.1       Form of Opinion of Winston & Cashatt*

     23.1      Consent of Coopers & Lybrand, L.L.P.*

     23.2      Consent of Winston &Cashatt (included in Exhibit 5.1)*

     24.1      Power of attorney (see signature pages of Registration
               Statement)*
     ________________
     *  Filed herewith.

     Item 9.  Undertakings.
     ----------------------
               (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    Registration Statement:

                    (i)    To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           Registration Statement (or the most recent post-
                           effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental
                           change in the information set forth in the
                           Registration Statement.  Notwithstanding the
                           foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which
                           was registered) and any deviation from the low
                           or high end of the estimated maximum offering
                           range may be reflected in the form of prospectus
                           filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20%
                           change in the maximum aggregate offering price
                           set forth in the "Calculation of Registration
                           Fee" table in the effective Registration
                           Statement;
(iii)  To include any material information with respect
                           to the Plan of Distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement; provided, however, that
                           paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
                           if the Registration Statement is on Form S-3,
                           Form S-8 or Form F-3, and the information
                           required to be included in a post-effective
                           amendment by those paragraphs is contained in
                           periodic reports filed with or furnished to the
                           Commission by the Registrant pursuant to Section
                           13 or Section 15(d) of the Exchange Act that are
                           incorporated by reference in the Registration
                           Statement.

               (2)  That, for the purpose of determining any liability
                    under the Securities Act, each such post- effective
                    amendment shall be deemed to be a new registration
                    statement relating to the securities offered therein,
                    and the offering of such securities at that time shall
                    be deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-
                    effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

                    (b)  The undersigned registrant hereby undertakes that,
                         for purposes of determining any liability under
                         the Securities Act, each filing of the
                         Registrant's annual report pursuant to Section
                         13(a) or Section 15(d) of the Exchange Act (and,
                         where applicable, each filing of an employee
                         benefit plan's annual report pursuant to Section
                         15(d) of the Exchange Act) that is incorporated by
                         reference in the Registration Statement shall be
                         deemed to be a new registration statement relating
                         to the securities offered therein, and the
                         offering of such securities at that time shall be
                         deemed to be the initial bona fide offering
                         thereof.

                    (c)  Insofar as indemnification for liabilities arising
                         under the Securities Act may be permitted to
                         directors, officers and controlling persons of the
                         Registrant pursuant to the foregoing provisions,
                         or otherwise, the Registrant has been advised that
                         in the opinion of the Commission such
                         indemnification is against public policy as
                         expressed in the Securities Act and is, therefore,
                         unenforceable.  In the event that a claim for
indemnification against such liabilities (other
                         than the payment by the Registrant of expenses
                         incurred or paid by a director, officer or
                         controlling person of the Registrant in the
                         successful defense of any action, suit or
                         proceeding) is asserted by such director, officer
                         or controlling person in connection with the
                         securities being registered, the Registrant will,
                         unless in the opinion of its counsel the matter
                         has been settled by controlling precedent, submit
                         to a court of appropriate jurisdiction the
                         question whether such indemnification by it is
                         against public policy as expressed in the
                         Securities Act and will be governed by the final
                         adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Spokane, State
     of Washington, on June 10, 1998.

                         GOLD RESERVE CORPORATION

                         By:  /s/ Rockne J. Timm
                             ---------------------------------------------
                             Name:  ROCKNE J. TIMM
                             Title:  President and Chief Executive Officer
     POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.  Each person whose signature
     appears below hereby authorizes and appoints Rockne J. Timm as his
     attorney-in-fact to sign on his behalf individually and in the
     capacity stated below all amendments and post-effective amendments to
     this Registration Statement as that attorney-in-fact may deem
     necessary or appropriate.
Signature                         Title                                       Date
      --------------------------------  ------------------------------------------  ---------------
/s/ Rockne J. Timm                President, Chief Executive Officer and 
      --------------------------------  Director (Principal Executive Officer)      June 10, 1998
      ROCKNE J. TIMM

      /s/ Robert A. McGuinness          Vice President of Finance and Chief
      --------------------------------  Financial Officer (Principal Financial
      ROBERT A. McGUINNESS              and Accounting Officer)                     June 10, 1998

      /s/ A. Douglas Belanger           Executive Vice President, Secretary and
      --------------------------------  Director                                    June 10, 1998
      A. DOUGLAS BELANGER

      /s/ James P. Geyer                Senior Vice President and Director          June 10, 1998
      --------------------------------
      JAMES P. GEYER

      /s/ James H. Coleman              Director                                    June 10, 1998
      --------------------------------
      JAMES H. COLEMAN
Signature                         Title                                       Date
      --------------------------------  ------------------------------------------  ---------------
/s/ Patrick D. McChesney          Director                                    June 10, 1998
      --------------------------------
      PATRICK D. McCHESNEY

      /s/ Chris D. Mikkelsen            Director                                    June 10, 1998
      --------------------------------
      CHRIS D. MIKKELSEN

      /s/ Jean Charles Potvin           Director                                    June 10, 1998
      --------------------------------
      JEAN CHARLES POTVIN
EXHIBIT INDEX

     Exhibit
     Number    Description         
     --------  ------------------------------------------------------------
     4.1       Gold Reserve 1997 Equity Incentive Plan

     4.2       Articles of Incorporation of the Registrant, as amended on 
               July 16, 1973.  Filed as Exhibit E to the Registrant's 
               Registration Statement on Form 10 dated July 20, 1982 and 
               incorporated by reference herein.

     4.3       Amendment to Articles of Incorporation of the Company, dated
               June 16, 1997 

     4.4       Bylaws of the Company, as amended, dated March 4, 1993
               (incorporated by reference to Exhibit No. 3.2 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 
               1992)

     4.5       Shareholder Rights Plan Agreement, dated April 2, 1997 between
               the Company and Montreal Trust Company of Canada as rights 
               agent (incorporated by reference to Schedule B to the Company's 
               Proxy Statement for Annual Meeting of Shareholders, SEC File 
               No. 001-08372, dated April 14, 1997)

     5.1       Form of Opinion of Winston & Cashatt

     23.1      Consent of Coopers & Lybrand, L.L.P. 

     23.2      Consent of Winston &Cashatt (included in Exhibit 5.1)

     24.1      Power of attorney (see signature pages of Registration 
               Statement)