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                         (IRS Employer
    incorporation or organization)                      Identification No.)

                                ----------------

                         1940 Seafirst Financial Center
                           Spokane, Washington  99201
                                 (509) 623-1500
         (Address, including zip code, and telephone number, including 
             area code, of registrant's principal executive offices)

                                ----------------

                       Gold Reserve 1985 Stock Option Plan
                       Gold Reserve 1992 Stock Option Plan
                       Gold Reserve 1994 Stock Option Plan
                             Gold Reserve KSOP Plan

                                ----------------

                                 Rockne J. Timm
                      President and Chief Executive Officer
                            Gold Reserve Corporation
                         1940 Seafirst Financial Center
                           Spokane, Washington  99201
                                 (509) 623-1500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            Douglas J. Siddoway, Esq.
                             Randall & Danskin, P.S.
                         1500 Seafirst Financial Center
                            601 West Riverside Avenue
                           Spokane, Washington  99201
                                 (509) 747-2052
   <PAGE>

                         CALCULATION OF REGISTRATION FEE
   <TABLE>
   <CAPTION>
                                              Proposed    Proposed
                                               maximum    maximum
    Title of each class         Amount        offering   aggregate     Amount of
    of securities to be         to be           price     offering   registration
        registered            registered      per unit     price          fee
   --------------------   -----------------   --------   ---------   ------------
   <S>                    <C>                    <C>         <C>      <C>
   Common Stock, no par 
     value per share      2,578,102 shares       -           -        $5,556.25
   Common Stock options   2,319,802 options      -           -             -
   </TABLE>

  The reoffer prospectus included herein in conformity with Form S-3 relates
  to shares of the Common Stock of the Company registered hereby, and
  options for the purchase of 435,858 shares of Common Stock previously
  registered pursuant to registration statements on Form S-8 dated
  February 20, 1993 and October 4, 1993, as amended on June 27, 1994.  Such
  prospectus is included herein in reliance on Rule 429.

                        CALCULATION OF REGISTRATION FEE

    The amount of the registration fee with respect to the shares of Common
  Stock and the Common Stock purchase warrants offered pursuant to this
  Registration Statement has been calculated in accordance with Section 6(c)
  of the Securities Act and Rules 457(c) and (g) adopted thereunder, using
  the average bid and asked prices of the Common Stock as reported by the
  Nasdaq Stock Market on July 14, 1995, which was $6.25 per share.  

                 CROSS REFERENCE SHEET PURSUANT TO ITEM 501(b)
   <TABLE>
   <CAPTION>
   Item                                                   Caption or
   No.               Form S-3 Caption               Location in Prospectus
   ----   -------------------------------------   -------------------------------
   <S>    <C>                                     <C>
    1.    Forepart of the Registration State-     Forepart of Registration State-
          ment and Outside                        ment; Outside
          Front Cover Page of Prospectus          Front Cover Page of Prospectus
    2.    Inside Front and Outside Back Cover     Inside Front and Outside Back
          Pages of Prospectus                     Cover Pages of Prospectus
    3.    Summary Information, Risk Factors and   Prospectus Summary; Risk
          Ratio of Earnings to Fixed Charges      Factors; Background of the
                                                  Offering
    4.    Use of Proceeds                         *
    5.    Determination of Offering Price         *
    6.    Dilution                                *
    7.    Selling Security Holders                Background of the Offering;
                                                  Selling Shareholders
    8.    Plan of Distribution                    Plan of Distribution
    9.    Description of Securities to be         Description of Capital Stock
          Registered
   10.    Interests of Named Experts and Counsel  Legal Matters; Experts
   11.    Material Changes                        *
   </TABLE>
   <PAGE>

   <TABLE>
   <CAPTION>

   Item                                                   Caption or
   No.               Form S-3 Caption               Location in Prospectus
   ----   -------------------------------------   -------------------------------
   <S>    <C>                                     <C>
   12.    Incorporation of Certain Information    Incorporation of Certain
          by Reference                            Documents by Reference
   13.    Disclosure of Commission Position on    Plan of Distribution
          Indemnification for Securities Act 
          Liabilities
   </TABLE>
   ____________________
   *Items identified by asterisk have been omitted because the item is
   inapplicable.

              Options to Purchase 2,755,660 Shares of Common Stock,
                 2,755,660 Shares of Common Stock Issuable upon
               the Exercise of such Options and 258,300 Shares of
          Common Stock Issuable pursuant to the Gold Reserve KSOP Plan

                            GOLD RESERVE CORPORATION
    This Prospectus relates to options (the "Options") to purchase
  2,755,660 shares of common stock, no par value (the "Common Stock") of
  Gold Reserve Corporation (the "Company" or "Gold Reserve"), a Montana
  corporation, issued or issuable under the Company's incentive stock option
  plans; 2,755,660 shares of Common Stock issuable upon the exercise of the
  Options; and 258,300 shares of Common Stock issuable pursuant to the
  Company's combined 401(k) salary reduction plan and employee stock
  ownership plan, known as the Gold Reserve KSOP Plan.  The shares of Common
  Stock offered hereby are hereinafter collectively referred to as the
  "Shares".  The Shares will be offered and sold from time to time by their
  recipients (the "Selling Shareholders").  The Company will not receive any
  of the proceeds from the sale of the Shares, but will receive amounts
  equal to the exercise prices of the Options when, as and if they are
  exercised.  The Options are generally not transferable and will not be
  resold pursuant to this Prospectus.  See "Background of the Offering,"
  "Selling Shareholders" and "Plan of Distribution." 

    The Selling Shareholders propose to sell the Shares from time to time or
  at any time during a period of two years after the registration statements
  of which this Prospectus is a part have become effective, in the over-the-
  counter market, in other permitted public sales, in privately negotiated
  transactions or otherwise, at market prices prevailing at the time of sale
  or at negotiated prices.  Some or all of the Shares may be sold in
  transactions involving broker-dealers, who may act solely as agent or may
  acquire Shares as principal.  Broker-dealers participating in such
  transactions as agent may receive commissions from the Selling
  Shareholders and, if they act as agent for the purchaser, also from the
  purchaser.  Selling Shareholders and any such broker-dealer may be deemed
  to be "underwriters," as that term is defined in the Securities Act.  Any
  commissions received by any such broker-dealer in connection with any such
  sales, and any profits received from the resale of Shares acquired by such
  broker-dealer as principal, may be deemed to be underwriting discounts and
  <PAGE>

  commissions pursuant to the Securities Act.  The Company has paid all fees
  and expenses incident to the registration of the Shares.  Normal
  commission expenses and brokerage fees, and any applicable transfer taxes
  relating to the Shares, are payable by the Selling Shareholders.  See
  "Plan of Distribution."

    The Common Stock is traded on the Nasdaq Stock Market under the symbol
  "GLDR" and on the Toronto Stock Exchange under the symbol "GLR".  On
  July 14, 1995, the closing sales prices per share of the Common Stock, as
  reported by the Nasdaq Stock Market, was $6.25.  

  These are speculative securities and involve a high degree of risk.
  See "Risk Factors."

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   <TABLE>
   <CAPTION>
                                   Underwriting Discounts     Proceeds to Selling
                 Price to Public       or Commissions             Shareholder
                 ---------------   ----------------------     -------------------
   <S>           <C>                   <C>                      <C>
   Per Share     See Text Above        See Text Above           See Text Above
   </TABLE>

  No person has been authorized to give any information or to make any
  representations other than those contained or incorporated by reference in
  this Prospectus, and if given or made, such information or representations
  must not be relied upon as having been authorized.  This Prospectus does
  not constitute an offer to sell or a solicitation of an offer to buy any
  securities other than the registered securities to which it relates or an
  offer to sell or the solicitation of an offer to buy such securities in
  any circumstances in which such an offer or solicitation would be
  unlawful.  Neither the delivery of this Prospectus nor any sale made
  hereunder shall, under any circumstances, create an implication that there
  has been no change in the affairs of the Company or that the information
  contained herein is correct as of any time subsequent to the date hereof.

  The date of this Prospectus is July 19, 1995.
  <PAGE>


   PERSONS WHO PUBLICLY REOFFER THE SECURITIES OFFERED HEREBY IN THE UNITED 
   STATES MAY BE DEEMED UNDER CERTAIN CIRCUMSTANCES TO BE "UNDERWRITERS" AS
     THAT TERM IS DEFINED IN SECTION 2(11) OF THE SECURITIES ACT.  PERSONS
   PLANNING TO REOFFER SUCH SECURITIES PUBLICLY IN THE UNITED STATES SHOULD
  CONSULT WITH THEIR COUNSEL PRIOR TO ANY SUCH REOFFER IN ORDER TO DETERMINE
  WHETHER SUCH REOFFERS SHOULD BE ACCOMPANIED BY DELIVERY OF A PROSPECTUS.  
  ____________________

  AVAILABLE INFORMATION

  Gold Reserve has filed with the Securities and Exchange Commission (the
  "Commission") a registration statement on Form S-8 (the "Registration
  Statement"), pursuant to the provisions of the Securities Act, and the
  rules and regulations promulgated thereunder.  Such Registration Statement
  provides for the registration of 2,319,802 Options and 2,578,102 Shares
  offered hereby, and also updates and amends registration statements on
  Form S-8 previously filed by Gold Reserve for the registration of the
  remaining 435,858 Options and Shares, pursuant to Rule 429 of the
  Securities Act.  This Prospectus, which constitutes a part of the
  Registration Statement, does not contain all of the information set forth
  in the Registration Statement, certain portions of which have been omitted
  as permitted by the rules and regulations of the Commission.  For further
  information with respect to Gold Reserve and the Options and Shares
  offered hereby, reference is made to the Registration Statement, including
  the exhibits thereto and financial statements and notes incorporated by
  reference as a part thereof.  Statements made in this Prospectus
  concerning the contents of any contract or other document are not
  necessarily complete.  With respect to each such contract or other
  document filed with the Commission as an exhibit to the Registration
  Statement, or incorporated by reference to exhibits previously filed,
  reference is made to the exhibit for a more complete description of the
  matter involved, and each such statement shall be deemed qualified in its
  entirety by such reference.  

    Gold Reserve is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
  accordance therewith, files reports and other information with the
  Commission.  The Registration Statements and the exhibits thereto, and
  other reports and information filed by Gold Reserve with the Commission,
  may be inspected and copied at the public reference facilities maintained
  by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549 and will also be available for inspection and
  copying at the following regional offices of the Commission upon payment
  of prescribed fees:  Northeast Regional Office, 7 World Trade Center,
  Suite 1300, New York, New York 10048 and Midwest Regional Office, Citicorp
  Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
  <PAGE>

                              PROSPECTUS SUMMARY

    The following is a summary of certain information contained in this
  Prospectus and is qualified in its entirety by reference to the more
  detailed information and financial statements appearing elsewhere in this
  Prospectus.  

                                  THE COMPANY

    Gold Reserve is a Montana corporation organized in 1956 to explore and
  develop mining properties.  The Company is presently engaged, through
  subsidiary foreign corporations, in exploring a gold property in Venezuela
  for possible development, and, to a lesser extent, in exploring other
  mineral properties in Venezuela and elsewhere in the world for possible
  acquisition or joint venture.  The Company's principal mining asset is the
  Brisas concession, which is in the exploration state and is located in the
  Kilometer 88 mining area of southeastern Venezuela.  See "Risk Factors."  

    Unless the context requires otherwise, the term the "Company" used
  throughout this Prospectus refers to Gold Reserve Corporation and the
  following subsidiaries:  Compania Aurifera Brisas del Cuyuni, C.A.
  ("Brisas"); Gold Reserve de Venezuela, C.A. ("GLDRV"); Compania Minera
  Unicornio, C.A. ("Unicorn"); Great Basin Energies, Inc. ("Great Basin");
  MegaGold Corporation ("MegaGold"); Gold Reserve Holdings A.V.V. ("GR
  Holdings"); Gold Reserve de Aruba A.V.V. ("Gold Reserve Aruba");
  G.L.D.R.V. Aruba A.V.V. ("GLDRV Aruba"); Glandon Company A.V.V.
  ("Glandon"); GoldenLake A.V.V. ("GoldenLake"); Stanco Investments A.V.V.
  ("Stanco"); and Mont Ventoux A.V.V. ("Mont Ventoux").

    The principal executive offices of the Company are located at 1940
  Seafirst Financial Center, Spokane, Washington 99201.  The Company's
  telephone number is (509) 623-1500.  The Company also maintains offices in
  Caracas and Puerto Ordaz, Venezuela.  

                                 The Offering

    The securities being offered consist of Options to purchase
  2,755,660 Shares granted or to be granted under the Company's incentive
  stock option plans, 2,755,660 Shares issuable upon the exercise of the
  Options, and 258,300 Shares issuable pursuant to the Gold Reserve KSOP
  Plan.  The Options have been or will be granted to the Selling
  Shareholders from time-to-time following the effective date of this
  registration statement pursuant to the Company's incentive stock option
  plans.  The Shares will be issued from time-to-time if, as and when the
  Options are exercised, or pursuant to the Gold Reserve KSOP Plan, and will
  be sold by the Selling Shareholders.  The Options are generally not
  transferable and will not be resold pursuant to this Prospectus.  The
  Selling Shareholders consist primarily of certain affiliates of the
  Company.  The Options granted or to be granted by the Company are or will
  be exercisable at prices per Share equal to then prevailing market prices
  for the Common Stock.  See "Background of the Offering."  
  <PAGE>

    The Company will receive no proceeds from the sale or distribution of
  the Shares offered hereby, but will receive amounts equal to the exercise
  prices of the Options when, as and if they are exercised, which will be
  used for general corporate purposes.  

    As of July 1, 1995, 23,137,886 shares of Common Stock were outstanding
  or deemed outstanding pursuant to presently exercisable options and
  warrants, including 693,362 shares held by Great Basin, MegaGold and
  Stanco.  Great Basin and MegaGold are each majority-owned subsidiaries of
  the Company and Stanco is an indirect wholly-owned subsidiary of the
  Company.  

    The Common Stock of the Company is approved for quotation on the Nasdaq
  Stock Market under the symbol GLDR and on the Toronto Stock Exchange under
  the symbol GLR.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Commission are
  incorporated herein by reference and made a part hereof, except as
  superseded or modified herein:  (i) the Company's Annual Report on
  Form 10-K for the fiscal year ended December 31, 1994; (ii) the Company's
  Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; and
  (iii) the Company's Proxy Statement and related materials filed in
  connection with its 1995 annual meeting of shareholders held on May 19,
  1995.  

    All documents filed by the Company with the Commission pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
  this Prospectus and prior to the termination of the offering of the Common
  Stock and Warrants covered by this Prospectus shall be deemed to be
  incorporated by reference into this Prospectus and to be a part hereof
  from the date of filing of such documents.  Any statement contained in any
  document incorporated or deemed to be incorporated by reference in this
  Prospectus shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that such a statement contained herein or in
  any other subsequently filed document which also is or is deemed to be
  incorporated by reference in this Prospectus modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be
  deemed to constitute a part of this Prospectus, except as modified or
  superseded.

    The Company will provide without charge to each person to whom this
  Prospectus is delivered, including any beneficial owner, upon written or
  oral request of such person, a copy of any and all of the documents that
  have been or may be incorporated by reference in this Prospectus (other
  than exhibits to such documents that are not specifically incorporated by
  reference into such documents.  Such requests should be directed to Robert
  A. McGuinness, Vice President of Finance and Chief Financial Officer, Gold
  Reserve Corporation, 1940 Seafirst Financial Center, Spokane, Washington
  99201 (telephone: (509) 623-1500).  

                                 RISK FACTORS

  The following matters, in addition to those discussed elsewhere in this
  Prospectus, should be carefully considered before purchasing the Shares
  offered hereby.
  <PAGE>

  THE BRISAS VETA CONCESSION

    The Company's Brisas concession covers only rights to alluvial gold
  mineralization on the Brisas property.  In February 1993, the Company
  applied for a concession covering a significant polymetallic resource
  believed to underlay the near-surface alluvial deposit.  This application
  was approved by the Venezuelan Ministry of Energy and Mines, which
  exercises jurisdiction over the Brisas property, in March 1995, and is
  expected to be submitted for public comment soon.  The Company reasonably
  believes that such concession will be granted.  Under Venezuelan law, the
  decree that governs such grants excludes the possibility of granting the
  concession to anyone other than the holder of the alluvial gold
  concession.  However, the process of obtaining a concession in Venezuela
  is lengthy and bureaucratically complex, and no assurance can be given
  that the Company will be successful in obtaining a concession to this
  resource in the near term, if at all.  

  RECENT LOSSES

    The Company's reported net income of $100,329 for the three months ended
  March 31, 1995, was derived entirely from interest earned on invested
  funds.  The Company has no revenue from mining operations and has
  experienced losses from operations for each of the last five years.  For
  the first three months of 1994, the Company reported a net loss of
  $405,714.  For the years ended December 31, 1994 and 1993, the Company
  reported losses of $23,740,478 and $2,843,553, respectively.  The
  increased loss during 1994 resulted primarily from costs of approximately
  $22,500,000 incurred in settling the Brisas litigation.  The Company
  expects to incur losses from operations for the next several years as the
  result of increased expenditures associated with the management of
  exploration and development activities on the Brisas concession.  This
  trend is expected to reverse if and when gold and copper is produced from
  the concession.

  PROJECT DEVELOPMENT

    The Company's principal mining asset is the Brisas alluvial gold
  concession, which is in the exploration stage.  The Company currently
  estimates that capital expenditures for the project will total
  approximately $8,000,000 in 1995 and up to $12,000,000 in 1996, and will
  be significantly more in ensuing years if, as and when the concession is
  placed into production.  The Company will fund 1995 and 1996 expenditures
  from proceeds received from prior sales of Common Stock of the Company and
  from proceeds expected to be received upon the exercise of outstanding
  options and the Warrants if exercised.  Future expenditures are expected
  to be funded from additional sales of Common Stock of the Company, or
  other means, however no assurance can be given such funding can be obtained.
  The Company's estimate of capital expenditures for the project is based upon
  currently available information and could increase or decrease depending
  upon a number of factors beyond the Company's control.  It is not unusual
  in new mining operations to experience unexpected problems during the
  exploration and development phase.  As is described under " - Risks
  Inherent in the Mining Industry Generally," the mining business is subject
  to a number of risks and hazards.  There can be no assurance these risks
  and hazards will be avoided if, as and when the Brisas concession is
  developed.
  <PAGE>

  FOREIGN OPERATIONS

    At December 31, 1994, approximately 23% of the Company's identifiable
  assets (88% of its noncash assets), including its mining property, were
  located in Venezuela.  The Company believes its activities in Venezuela
  pose no greater risk than those of mining activities conducted in the
  United States, and that the economic environment in Venezuela is generally
  conducive to the Company's activities.  Nonetheless, its activities and
  investment in Venezuela could be adversely affected by exchange controls,
  currency fluctuations, political and social events, and laws or policies
  of Venezuela and the United States affecting trade, investment and
  taxation. 

  RISKS INHERENT IN THE MINING INDUSTRY GENERALLY

    The Company is subject to all of the risks inherent in the mining
  industry, including environmental hazards, industrial accidents, labor
  disputes, unusual or unexpected geologic formations, cave-ins, flooding
  and periodic interruptions due to inclement weather.  Such risks could
  result in damage to, or destruction of, mineral properties and production
  facilities, personal injury, environmental damage, delays, monetary losses
  and legal liability.  The Company does not presently maintain insurance
  covering environmental or other catastrophic liabilities, and is not
  expected to do so unless and until it is economically feasible to do so. 
  Insurance against environmental risks (including pollution or other
  hazards resulting from the disposal of waste products generated from
  exploration and production activities) is not generally available to the
  Company or other companies in the mining industry at present.  Were the
  Company subjected to environmental liabilities, the payment of such
  liabilities would reduce the funds available to the Company.  Were the
  Company unable to fund fully the cost of remedying an environmental
  problem, it might be required to suspend operations or enter into interim
  compliance measures pending completion of remedial activities.  In
  addition to the foregoing risks, the Company will also encounter or be
  subject to competition from other mining companies having significantly
  greater resources than the Company, governmental regulation of its mining
  activities and practices, the speculative nature of mineral exploration
  and development, operating hazards, fluctuating metals prices, and
  inflation and other economic conditions over which it has no control.

  ENVIRONMENTAL MATTERS

    Venezuela has adopted environmental laws and regulations for the mining
  industry which, though less restrictive than the environmental laws of the
  United States, nonetheless impose significant obligations on companies
  doing business in the country.  The Company will be required to submit
  detailed reports outlining the environmental impact of the development of
  its Brisas concession, and will be required to rehabilitate and restore
  the Brisas property once mining activities are completed.  The Company
  will also be subject to routine inspection by the Venezuelan Ministry of
  Environment and Renewable Resources to ensure that its activities are in
  compliance with environmental laws.
  <PAGE>

  FLUCTUATING PRICES OF GOLD AND COPPER

    The Company's operations will be significantly influenced by the prices
  of gold and copper.  Gold prices fluctuate widely and are affected by
  numerous factors beyond the Company's control, such as inflation, the
  strength of the United States dollar relative to foreign currencies,
  global and regional demand, and the political and economic conditions of
  major gold producing countries throughout the world.  Copper prices also
  fluctuate and are generally affected by global and regional demand and
  existing inventories.  

  RESERVES

    The Company has not yet established either proven or probable reserves
  on the Brisas concession and no assurance can be given that any reserves
  will be established on the concession.  Although the Company believes,
  based on engineering and geological studies which have been completed,
  that significant reserves may exist on the Brisas concession, no
  independent reserve reports have yet been prepared.

  DEPENDENCY ON FINANCING ACTIVITIES

    The Company does not have any revenues from operations and has financed
  its mining activities in Venezuela since 1991 primarily from the sale of
  its equity securities.  Although management anticipates that the Company's
  cash position (approximately $28,500,000 at March 31, 1995, excluding
  $4,500,000 in escrowed funds payable by the Company upon the satisfaction
  of certain conditions in connection with the settlement of the Brisas
  litigation), together with proceeds expected to be received from the
  future exercise of outstanding options and the Warrants, will be
  sufficient to cover estimated operating and capital expenditures
  associated with the exploration and development of its Brisas concession
  through 1996, there can be no assurance that the options or Warrants will
  be exercised, or even if exercised, that proceeds received by the Company
  will be sufficient to finance these activities and other Company
  expenditures.  In addition, significant additional financing will be
  required to be obtained by the Company if, as and when the Brisas
  concession is placed into production.

  SHARES ELIGIBLE FOR FUTURE SALE; EFFECT ON MARKET PRICEOF COMMON STOCK

    The Company's directors and executive officers currently beneficially
  own 1,793,738 Shares, or 8.8% of the outstanding Common Stock as of the
  date of this Prospectus, all of which are offered for sale pursuant to
  this Prospectus and a related prospectus filed as part of the Company's
  registration statement on Form S-3 (Registration No. 33-60779) under the
  Securities Act, which was declared effective on July 10, 1995.  Such
  directors and executive officers also own options for the purchase of an
  additional 810,882 Shares, which, if exercised, would increase their
  ownership to 12.3% of the then outstanding Common Stock.  

    In addition, Marwood International Ltd. ("Marwood"), which is a
  subsidiary of TVX Gold Inc. ("TVX"), and Bluegrotto Trading Limited
  ("Bluegrotto") respectively own 1,500,000 shares and 1,250,000 shares of
  Common Stock, representing approximately 13.5% of the outstanding Common
  <PAGE>

  Stock, and also own warrants to purchase an additional 500,000 shares and
  250,000 shares of Common Stock, which, if exercised, would increase their
  ownership to 16.5% of the then outstanding Common Stock.  Such shares and
  warrants were issued to Marwood and Bluegrotto on December 31, 1994, in
  connection with the settlement of legal proceedings in Venezuela
  associated with the ownership, custody and control of the Company's Brisas
  concession.  Pursuant to the terms of related settlement and standstill
  agreements among the Company and such companies, Marwood and Bluegrotto
  are permitted to sell no more than 75,000 of such shares during any 30-day
  period, in addition to other permitted block trade sales, for a period of
  three years from the date of settlement or until such time as TVX,
  Marwood, Bluegrotto and any of their related persons own less than 5% of
  the Common Stock then outstanding, provided such sales are in accordance
  with applicable federal, state or Canadian provincial securities laws. 
  None of such shares or warrants are offered for sale pursuant to this
  Prospectus.

    Although the Common Stock is approved for quotation on the Nasdaq Stock
  Market and the Toronto Stock Exchange, trading activity in these markets
  is sometimes characterized by infrequent transactions.  As a consequence,
  the sale from time-to-time of the Shares offered hereby, or the shares of
  Common Stock available for sale by Marwood and Bluegrotto, may have the
  effect of depressing the market price of the Common Stock.  

                          BACKGROUND OF THE OFFERING

    OVERVIEW.  This Prospectus relates to Options to
  purchase 2,755,660 Shares granted or to be granted under the Company's
  incentive stock option plans, 258,300 Shares issuable pursuant to the Gold
  Reserve KSOP Plan, and 2,755,660 Shares issuable upon exercise of the
  Options.  The Options are exercisable by the Selling Shareholders at
  prevailing market prices equivalent to the mean of the high and low sales
  prices of the Common Stock as reported by the Nasdaq Stock Market and the
  Toronto Stock Exchange as of the dates of grant.  The Shares granted or to
  be granted pursuant to the Gold Reserve KSOP Plan are similarly valued.

    DESCRIPTION OF INCENTIVE STOCK OPTION AND EMPLOYEE STOCK OWNERSHIP
  PLANS.  The Company currently maintains three stock option plans, the 1985
  Stock Option Plan, the 1992 Stock Option Plan and the 1994 Stock Option
  Plan.  All plans provide for the issuance of incentive stock options
  intended to qualify under Section 422A of the Internal Revenue Code of
  1986, as amended (the "Code"), and options that are not qualified under
  the Code.  Key individuals of the Company and its subsidiaries, including
  officers and directors who are also employees, and consultants, are
  eligible to receive grants of options under the plans.  All options are
  exercisable at prices equivalent to the mean of the high and low sales
  prices of the Common Stock, as reported by the Nasdaq Stock Market and the
  Toronto Stock Exchange as of the date of grant.  

    As of the date of this Prospectus, options for the purchase of
  27,502 and 1,417,866 shares remained available for grant under the 1992
  and 1994 plans, respectively.  Options for the purchase of
  1,310,293 shares granted under the 1985, 1992 and 1994 plans remained
  unexercised at such date.  The incentive stock option plans are jointly 
  <PAGE>

  administered by the executive remuneration committee, management and the
  compensation committee of the board of directors.  The primary function of
  the executive remuneration committee is to review and evaluate the
  fairness of the recommendations of management and the compensation
  committee of the board concerning proposed grants to directors and
  executive officers of the Company.

    The Company also maintains a combined 401(k) salary reduction plan and
  employee stock ownership plan, known as the Gold Reserve KSOP Plan, for
  the benefit of eligible employees of the Company and its subsidiaries. 
  The plan can and has invested in Common Stock of the Company through
  Company-guaranteed loans.  During 1994 and 1992, the plan purchased
  20,000 shares and 53,571 shares of Common Stock from the Company,
  respectively, at then-prevailing market prices, for consideration of
  $123,760 and $50,000, respectively.  No shares of Common Stock of the
  Company were purchased during 1993.  Such shares were allocated to
  participants' accounts based on the contributions by the Company or the
  participants during the plan year and the prices at which such shares were
  purchased by the plan.  The terms of the plan permit investment in
  approved securities other than the Company's Common Stock, and allow plan
  participants to self-direct the investment of their account.  To date, the
  plan's sole investment has been Common Stock of the Company.   

    The salary reduction component of the plan, which has not been utilized
  to date, enables eligible employees of the Company and its subsidiaries to
  invest in Common Stock of the Company or other approved securities
  purchased by the plan, limited by contributions to the plan by the Company
  or the employee during the year.  The employee stock ownership component
  of the plan, which has been utilized, is intended to qualify under
  Sections 421 and 423 of the Code, and was established to provide eligible
  employees an opportunity to purchase Common Stock of the Company.  

    Contributions to the plan are limited in each year to (i) the total
  amount of salary reduction the employee elected to defer during the year
  (which is limited to 10% of such employee's compensation during the year,
  or such amount as is established by law), (ii) a matching contribution
  from the Company equal to 50% of any salary reduction the employee elected
  to defer during the year, (iii) special contributions by the Company equal
  to a percentage of the employee's compensation during the year and
  (iv) discretionary contributions by the Company determined in each year by
  the Company.  The plan is available to all eligible employees of the
  Company or subsidiaries who have been employed for a period in excess of
  one year and who have worked at least 480 hours during the year in which
  any allocation is to be made.  Employer and employee contributions to the
  plan are limited to 25% of salary, and distributions from the plan are not
  permitted before the participating employee reaches the age of 59 1/2,
  except in the case of death, disability, termination of employment by the
  Company or financial hardship.  

                             SELLING SHAREHOLDERS

    The following table sets out as of July 1, 1995 the name of each Selling
  Shareholder known to the Company to own any of the Options or Shares; any
  position, office or other material relationship between the Selling
  Shareholder and the Company within the past three years; the number of
  shares of Common Stock known to the Company to be beneficially owned by
  <PAGE>

  the Selling Shareholder at such date; the number of Shares offered hereby
  by the Selling Shareholder; and the number of shares of Common Stock and
  percentage ownership interest of the Selling Shareholder following this
  offering.  Pursuant to Rule 429 of the Securities Act, the Form S-8
  Registration Statement of which this Prospectus is a part also updates and
  amends the Company's registration statements on Form S-8 that were
  declared effective on February 20, 1993 and October 4, 1993, as amended on
  June 27, 1994.  

    The Shares offered hereby by the Selling Shareholders are in addition to
  other shares of Common Stock and Common Stock purchase warrants to
  purchase Common Stock being offered and sold by the Selling Shareholders
  and others pursuant to a prospectus dated July 10, 1995.  Such prospectus
  was included in a registration statement on Form S-3 under the Securities
  Act and relates to the offer and sale of 11,325,798 previously issued
  shares of Common Stock, 1,000,000 previously issued Common Stock purchase
  warrants and 1,000,000 shares of Common Stock issuable upon exercise of
  the warrants.  
  <TABLE>
  <CAPTION>
                                           Shares of Common Stock
                              ---------------------------------------------------------
           Name and           Beneficially        Offered      Remaining After Offering
       Position(s) Held           Owned           Hereby           and Percentage(1)
   -----------------------    ------------     ------------    ------------------------
   <S>                           <C>                <C>        <C>
   Valmore Acevedo(2)               10,000           10,000                -
   Corey Allen(2)                   25,000           15,000      10,000 / less than 1%
   A. Douglas Belanger(3)          554,683          220,382      334,301 /        1.4%
   Oreste Bujosa(2)                  7,500            7,500                -
   Lucia Casanas(2)                 10,000            5,000        5,000 / less than 1%
   James Coleman(3)                102,000          100,000        2,000 / less than 1%
   Linda S. Cunningham(3)          245,498           55,298      190,200 / less than 1%
   Steve Farnell(4)                 15,000           15,000                -
   Perfecto Flores(2)               11,697            1,697       10,000 / less than 1%
   Ben Hansen(2)                     5,000            5,000                -
   Robert Kovacevich(4)             11,197            5,000        6,197 / less than 1%
   Julie Langenheim(2)              31,857           16,970       14,887 / less than 1%
   Brent Lindsey(2)                 99,825           78,185       21,640 / less than 1%
   John Malysa(2)                   58,485           10,000       48,485 / less than 1%
   Patrick McChesney(3)            137,262           75,000       62,262 / less than 1%
   Robert McGuinness(3)            110,985          100,985       10,000 / less than 1%
   Alexandrino Noguiera(2)          47,457           10,000       37,457 / less than 1%
   David Onzay(2)                   36,182           32,891        3,291 / less than 1%
   Bernardo Paul(4)                201,969          125,158       76,811 / less than 1%
   J.C. Potvin(3)                  100,000          100,000                -
   James Reeves(2)                  42,000           40,000        2,000 / less than 1%
   Karen Robinson(2)                 7,377            6,421          956 / less than 1%
   Simon Rodriguez(2)               12,500           12,500                -
   James Stephenson(2)              28,500           26,800        1,700 / less than 1%
   Hobart Teneff(3)              1,111,617           68,700    1,042,917 /         4.5%
   Rockne J. Timm(3)               714,002          232,620      481,382 /         2.1%
   Ron Tracy(2)                    204,767           33,788      170,979 / less than 1%
   Alan Wright(2)                   42,500           42,500                -
   Albert K.F. Wu(3)                30,114           21,197    8,917 / less than 1%
   </TABLE>
   <PAGE>

   <TABLE>
   <CAPTION>
                                           Shares of Common Stock
                              ---------------------------------------------------------
           Name and           Beneficially        Offered      Remaining After Offering
       Position(s) Held           Owned           Hereby           and Percentage(1)
   -----------------------    ------------     ------------    ------------------------
   <S>                              <C>           <C>                    <C>
   Gold Reserve 1985 Stock
     Option Plan                    -                45,000(5)           -
   Gold Reserve 1992 Stock
     Option Plan                    -                27,502(5)           -
   Gold Reserve 1994 Stock
     Option Plan                    -             1,417,866(5)           -
   Gold Reserve KSOP Plan           -                95,000(5)           -
   </TABLE>

  (1)  All of the Shares remaining after offering are presently included in
       an effective registration statement on Form S-3 under the Securities
       Act and are available for sale, with the exception of 2,500 shares
       owned by Robert A. McGuinness.  

  (2)  Current or former employees of the Company or its subsidiaries, or
       consultants to the Company or its subsidiaries.

  (3)  Current or former directors or executive officers of the Company.  

  (4)  Mr. Farnell, Mr. Kovacevich and Mr. Paul are counsel to the Company
       or its subsidiaries.  

  (5)  Consists of the maximum number of remaining Options or Shares
       available for grant or issuance under such plans as of the date of
       this Prospectus.  

                             PLAN OF DISTRIBUTION

    The Selling Shareholders propose to sell the Shares from time to time or
  at any time during a period of two years commencing the date the
  Registration Statements of which this Prospectus is a part have become
  effective, in transactions in the over-the-counter market, in other
  permitted public sales, in privately negotiated transactions or otherwise,
  at market prices prevailing at the time of sale or at negotiated prices.  

    Some or all of the Shares may be sold in transactions involving broker-
  dealers, who may act solely as agent or may acquire Shares or Warrants as
  principal.  Broker-dealers who participate in such transactions as agent
  may receive commissions from Selling Shareholders and, if they act as
  agent for the purchaser, also from the purchaser.  Selling Shareholders
  and any such broker-dealer may be deemed to be "underwriters", as that
  term is defined in Section 2(11) of the Securities Act.  Any commissions
  received by any such broker-dealer in connection with any such sales, and
  any profits received from the resale of Shares or Warrants acquired by
  such broker-dealer as principal, may be deemed to be underwriting
  discounts and commissions pursuant to the Securities Act.  

  <PAGE>

    The Company has agreed to indemnify the Selling Shareholders for certain
  liabilities, including liabilities arising under the Securities Act, in
  conjunction with the offer and sale of the Shares by the Selling
  Shareholders pursuant to the Registration Statement of which this
  Prospectus is a part.  

    Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted pursuant to the foregoing, or to directors, officers
  and controlling persons of the Company pursuant to applicable provisions
  of the Montana Business Corporation Act and the Company's bylaws, the
  Company 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
  Company of expenses incurred or paid by a director, officer or controlling
  person of the Company in a successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the Shares and Options being registered pursuant to this
  Registration Statement, the Company will, unless in the opinion of its
  counsel such matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question of whether such
  indemnification is against public policy as expressed in the Securities
  Act, and will be governed by the final adjudication of such issue.  

                         DESCRIPTION OF CAPITAL STOCK

    The Company is authorized under its Articles of Incorporation, as
  amended, to issue up to 50,000,000 shares of capital stock, of which
  40,000,000 shares are designated Common Stock, without par value, and
  10,000,000 shares are designated preferred stock issuable in one or more
  series, with such rights, preferences, limitations and other
  characteristics as the board of directors may from time-to-time determine. 
  At July 1, 1995, 23,137,886 shares of Common Stock were outstanding or
  deemed outstanding, including 693,362 shares of Common Stock held at such
  date by Great Basin, MegaGold and Stanco, and 2,415,368 shares issuable
  pursuant to presently exercisable options and warrants.  No shares of
  preferred stock were outstanding at such date.

    Some corporate and securities law commentators believe that companies
  having authorized preferred stock are less vulnerable to unsolicited
  takeovers (and by implication, the higher prices that may be paid to
  shareholders in an unsolicited takeover), since preferred stock can be
  issued by a board of directors as a defensive strategy to such offers. 
  Other commentators believe that the issuance of preferred stock as a
  defensive strategy increases the price eventually paid to shareholders in
  a successful takeover because the specter of such issuance forces an
  offeror to negotiate price with the board of directors.  The Company is
  presently not aware of any unsolicited takeover attempt and cannot predict
  whether any such attempt would be made in the future.  Similarly, the
  board of directors has not adopted a prospective defensive strategy to an
  unsolicited takeover attempt utilizing the preferred stock, and is not
  expected to consider or adopt any such strategy in the absence of such an
  attempt.  It is the present position of the board of directors that any
  such defensive strategy should be adopted, if at all, only after the terms
  and conditions of any such takeover attempt have been made known and the
  board of directors, together with its financial advisors, have had an
  opportunity to study the offer and its effect on the Company and its
  shareholders.
  <PAGE>

  COMMON STOCK

    Holders of Common Stock are entitled to one vote per share upon all
  matters on which they have the right to vote, and with respect to the
  election of directors are entitled to cumulate their votes.  Shares of
  Common Stock do not have preemptive rights and are not subject to
  redemption.  Holders of Common Stock are entitled to receive such
  dividends as may be declared by the Board of Directors out of funds
  legally available therefore.  In the event of dissolution or winding up of
  the affairs of the Company, holders of Common Stock are entitled to share
  ratably in all assets of the Company remaining after payment of all
  creditors.  The Common Stock is fully paid and nonassessable.  

    The transfer agent and registrar for the Common Stock is Transecurities
  International, Inc., East 12525 Mission, Spokane, Washington 99216.  

                                 LEGAL MATTERS

    The legality of the Common Stock offered hereby will be passed upon for
  the Company by Randall & Danskin, P.S., 1500 Seafirst Financial Center,
  Spokane, Washington 99201.  


                                    EXPERTS

    The consolidated balance sheets of the Company as of December 31, 1994
  and 1993, and the consolidated statements of operations, changes in
  shareholders' equity and cash flows for each of the three years in the
  period ended December 31, 1994 incorporated by reference in this
  Prospectus have been incorporated herein in reliance on the report, which
  includes an explanatory paragraph related to uncertainties regarding the
  Company's ability to recover its investments in its Brisas mining
  concession, of Coopers & Lybrand L.L.P., independent accountants, given on
  the authority of that firm as experts in accounting and auditing.  
  <PAGE>

  NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
  OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS.  ANY
  INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN, IF GIVEN OR MADE, MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY
  SELLING SHAREHOLDER OR ANY UNDERWRITER.  THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
  SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES.  THIS PROSPECTUS
  DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
  ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
  MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.  NEITHER THE
  DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
  CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
  AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
  CONTAINED OR INCORPORATED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
  ITS DATE.


                               TABLE OF CONTENTS

                                                                         Page
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . .  1
  Prospectus Summary  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Incorporation of Certain Documents by Reference . . . . . . . . . . . .  3
  Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
  Background of the Offering  . . . . . . . . . . . . . . . . . . . . . .  7
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . .  8
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . .  9
  Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . 10
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10


                     Options to Purchase 2,755,660 Shares of
                        Common Stock, 2,755,660 Shares of
                   Common Stock Issuable upon the Exercise of
                       such Options and 258,300 Shares of
                      Common Stock Issuable pursuant to the
                             Gold Reserve KSOP Plan



                            GOLD RESERVE CORPORATION


                              --------------------

                                   PROSPECTUS

                              --------------------







                                  July 19, 1995
   <PAGE>

                                     PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

  Item 3. Incorporation of Documents by Reference

    The Company's Annual Report on Form 10-K, as amended, for the year ended
  December 31, 1994 and its Quarterly Report on Form 10-Q for the three
  months ended March 31, 1995 are incorporated in this Prospectus by
  reference and hereby made a part hereof:  

    All reports and other documents subsequently filed by the Company
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
  to the termination of the offering of the Shares, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of
  the filing of such reports and documents.  Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this
  Prospectus to the extent that a statement contained herein or in any other
  subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. 
  Any such statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Prospectus.  

  Item 4.  Description of Securities

    Not applicable.

  Item 5.  Interests of Named Experts and Counsel

    Not applicable.

  Item 6. Indemnification of Directors and Officers

    The only statutes, charter provisions, by-laws, 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 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.  
  <PAGE>

    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.  
    (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.  
    (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 
  <PAGE>

    (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.  
  <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 expenses incurred in obtaining court-ordered
    indemnification; or  
  <PAGE>

    (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(2).  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.  
  <PAGE>

    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 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.  It 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.

    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.
  <PAGE>

    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.
  <PAGE>

         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

    The Common Stock to be reoffered or resold pursuant to this registration
  statement consists of (i) Common Stock to be issued upon the exercise of
  options granted pursuant to the Gold Reserve 1992 Stock Option Plan and
  the Gold Reserve 1994 Stock Option Plan and (ii) Common Stock allocated to
  the accounts of plan participants under the Gold Reserve KSOP Plan, in
  each case in reliance upon the exemptions from registration under the
  Securities Act contained in Sections 3(b), 4(2) and 4(6) thereof, and with
  respect to the exemption contained in Section 3(b), Rule 505 and
  Regulation D promulgated thereunder.  

  Item 8.  Exhibits 

    An Index to Exhibits appears at page E-1.  

  Item 9.  Undertakings 

    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 Securities and
  Exchange 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 of 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.  

    (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 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;  

         (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; and  

         (3) to remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at
    the time of the offering.  
  <PAGE>

    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 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) 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.  

                                  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.

                                    GOLD RESERVE CORPORATION


                                    By:  /s/ Rockne J. Timm
                                    ----------------------------------------
                                    Rockne J. Timm
                                    President and Chief Executive Officer

                                    Dated: June 30, 1995
   <PAGE>

                               POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints
  Rockne J. Timm his attorney-in-fact, with the power of substitution, for
  him in any and all capacities, to sign any amendments to this registration
  statement, and to file the same with exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that said attorney-in-fact or his
  substitute or substitutes may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons on
  behalf of the registrant and in the capacities and on the dates indicated. 



                                    By:  /s/ A. Douglas Belanger
                                         -----------------------------------
                                         A. Douglas Belanger, a Director

                                    Date: June 30, 1995


                                    By:  /s/ Patrick D. McChesney
                                         -----------------------------------
                                         Patrick D. McChesney, a Director

                                    Date: June 30, 1995


                                    By:  /s/ J.C. Potvin
                                         -----------------------------------
                                         J.C. Potvin, a Director

                                    Date: June 30, 1995


                                    By:  /s/ James H. Coleman
                                         -----------------------------------
                                         James H. Coleman, a Director

                                    Date: June 30, 1995


                                    By:  /s/ Robert A. McGuinness
                                         -----------------------------------
                                         Robert A. McGuinness, its Principal
                                         Financial and Accounting Officer

                                    Date:  June 30, 1995
   <PAGE>

                               INDEX TO EXHIBITS

    The following exhibits are filed as part of this amendment to
  registration statement.  Exhibits previously filed are incorporated by
  reference, as noted.  Exhibits filed herewith appear beginning at page 
  E-2.  

   <TABLE>
   <CAPTION>
   Exhibit                                                           Page Number
   Number                          Exhibit                         in this Report
   ------    --------------------------------------------------    --------------
   <S>       <C>                                                   <C>
   5.1       Opinion of Randall & Danskin, P.S. regarding                E-2
             legality of securities offered.  Filed herewith.

   6.0       *

   8.0       *

   12.0      *

   15.0      *

   23.1      Consent of Coopers & Lybrand L.L.P.  Filed herewith.        E-4

   23.2      Consent of Randall & Danskin, P.S.  Included in 
             its opinion filed herewith as Exhibit 5.1.

   24.1      Powers of attorney.  Included in the signature page 
             to this registration statement.
   </TABLE>
   ____________________

   * Items denoted by an asterisk have either been omitted or are not
     applicable.
   <PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 84600}]
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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                         (IRS Employer
    incorporation or organization)                      Identification No.)

                                ----------------

                         1940 Seafirst Financial Center
                           Spokane, Washington  99201
                                 (509) 623-1500
         (Address, including zip code, and telephone number, including 
             area code, of registrant's principal executive offices)

                                ----------------

                       Gold Reserve 1985 Stock Option Plan
                       Gold Reserve 1992 Stock Option Plan
                       Gold Reserve 1994 Stock Option Plan
                             Gold Reserve KSOP Plan

                                ----------------

                                 Rockne J. Timm
                      President and Chief Executive Officer
                            Gold Reserve Corporation
                         1940 Seafirst Financial Center
                           Spokane, Washington  99201
                                 (509) 623-1500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            Douglas J. Siddoway, Esq.
                             Randall & Danskin, P.S.
                         1500 Seafirst Financial Center
                            601 West Riverside Avenue
                           Spokane, Washington  99201
                                 (509) 747-2052
CALCULATION OF REGISTRATION FEE
Proposed    Proposed
                                               maximum    maximum
    Title of each class         Amount        offering   aggregate     Amount of
    of securities to be         to be           price     offering   registration
        registered            registered      per unit     price          fee
   --------------------   -----------------   --------   ---------   ------------
Common Stock, no par 
     value per share      2,578,102 shares       -           -        $5,556.25
   Common Stock options   2,319,802 options      -           -             -
The reoffer prospectus included herein in conformity with Form S-3 relates
  to shares of the Common Stock of the Company registered hereby, and
  options for the purchase of 435,858 shares of Common Stock previously
  registered pursuant to registration statements on Form S-8 dated
  February 20, 1993 and October 4, 1993, as amended on June 27, 1994.  Such
  prospectus is included herein in reliance on Rule 429.

                        CALCULATION OF REGISTRATION FEE

    The amount of the registration fee with respect to the shares of Common
  Stock and the Common Stock purchase warrants offered pursuant to this
  Registration Statement has been calculated in accordance with Section 6(c)
  of the Securities Act and Rules 457(c) and (g) adopted thereunder, using
  the average bid and asked prices of the Common Stock as reported by the
  Nasdaq Stock Market on July 14, 1995, which was $6.25 per share.  

                 CROSS REFERENCE SHEET PURSUANT TO ITEM 501(b)
Item                                                   Caption or
   No.               Form S-3 Caption               Location in Prospectus
   ----   -------------------------------------   -------------------------------
1.    Forepart of the Registration State-     Forepart of Registration State-
          ment and Outside                        ment; Outside
          Front Cover Page of Prospectus          Front Cover Page of Prospectus
    2.    Inside Front and Outside Back Cover     Inside Front and Outside Back
          Pages of Prospectus                     Cover Pages of Prospectus
    3.    Summary Information, Risk Factors and   Prospectus Summary; Risk
          Ratio of Earnings to Fixed Charges      Factors; Background of the
                                                  Offering
    4.    Use of Proceeds                         *
    5.    Determination of Offering Price         *
    6.    Dilution                                *
    7.    Selling Security Holders                Background of the Offering;
                                                  Selling Shareholders
    8.    Plan of Distribution                    Plan of Distribution
    9.    Description of Securities to be         Description of Capital Stock
          Registered
   10.    Interests of Named Experts and Counsel  Legal Matters; Experts
   11.    Material Changes                        *
Item                                                   Caption or
   No.               Form S-3 Caption               Location in Prospectus
   ----   -------------------------------------   -------------------------------
12.    Incorporation of Certain Information    Incorporation of Certain
          by Reference                            Documents by Reference
   13.    Disclosure of Commission Position on    Plan of Distribution
          Indemnification for Securities Act 
          Liabilities
____________________
   *Items identified by asterisk have been omitted because the item is
   inapplicable.

              Options to Purchase 2,755,660 Shares of Common Stock,
                 2,755,660 Shares of Common Stock Issuable upon
               the Exercise of such Options and 258,300 Shares of
          Common Stock Issuable pursuant to the Gold Reserve KSOP Plan

                            GOLD RESERVE CORPORATION
    This Prospectus relates to options (the "Options") to purchase
  2,755,660 shares of common stock, no par value (the "Common Stock") of
  Gold Reserve Corporation (the "Company" or "Gold Reserve"), a Montana
  corporation, issued or issuable under the Company's incentive stock option
  plans; 2,755,660 shares of Common Stock issuable upon the exercise of the
  Options; and 258,300 shares of Common Stock issuable pursuant to the
  Company's combined 401(k) salary reduction plan and employee stock
  ownership plan, known as the Gold Reserve KSOP Plan.  The shares of Common
  Stock offered hereby are hereinafter collectively referred to as the
  "Shares".  The Shares will be offered and sold from time to time by their
  recipients (the "Selling Shareholders").  The Company will not receive any
  of the proceeds from the sale of the Shares, but will receive amounts
  equal to the exercise prices of the Options when, as and if they are
  exercised.  The Options are generally not transferable and will not be
  resold pursuant to this Prospectus.  See "Background of the Offering,"
  "Selling Shareholders" and "Plan of Distribution." 

    The Selling Shareholders propose to sell the Shares from time to time or
  at any time during a period of two years after the registration statements
  of which this Prospectus is a part have become effective, in the over-the-
  counter market, in other permitted public sales, in privately negotiated
  transactions or otherwise, at market prices prevailing at the time of sale
  or at negotiated prices.  Some or all of the Shares may be sold in
  transactions involving broker-dealers, who may act solely as agent or may
  acquire Shares as principal.  Broker-dealers participating in such
  transactions as agent may receive commissions from the Selling
  Shareholders and, if they act as agent for the purchaser, also from the
  purchaser.  Selling Shareholders and any such broker-dealer may be deemed
  to be "underwriters," as that term is defined in the Securities Act.  Any
  commissions received by any such broker-dealer in connection with any such
  sales, and any profits received from the resale of Shares acquired by such
  broker-dealer as principal, may be deemed to be underwriting discounts and
commissions pursuant to the Securities Act.  The Company has paid all fees
  and expenses incident to the registration of the Shares.  Normal
  commission expenses and brokerage fees, and any applicable transfer taxes
  relating to the Shares, are payable by the Selling Shareholders.  See
  "Plan of Distribution."

    The Common Stock is traded on the Nasdaq Stock Market under the symbol
  "GLDR" and on the Toronto Stock Exchange under the symbol "GLR".  On
  July 14, 1995, the closing sales prices per share of the Common Stock, as
  reported by the Nasdaq Stock Market, was $6.25.  

  These are speculative securities and involve a high degree of risk.
  See "Risk Factors."

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Discounts     Proceeds to Selling
                 Price to Public       or Commissions             Shareholder
                 ---------------   ----------------------     -------------------
Per Share     See Text Above        See Text Above           See Text Above
No person has been authorized to give any information or to make any
  representations other than those contained or incorporated by reference in
  this Prospectus, and if given or made, such information or representations
  must not be relied upon as having been authorized.  This Prospectus does
  not constitute an offer to sell or a solicitation of an offer to buy any
  securities other than the registered securities to which it relates or an
  offer to sell or the solicitation of an offer to buy such securities in
  any circumstances in which such an offer or solicitation would be
  unlawful.  Neither the delivery of this Prospectus nor any sale made
  hereunder shall, under any circumstances, create an implication that there
  has been no change in the affairs of the Company or that the information
  contained herein is correct as of any time subsequent to the date hereof.

  The date of this Prospectus is July 19, 1995.
PERSONS WHO PUBLICLY REOFFER THE SECURITIES OFFERED HEREBY IN THE UNITED 
   STATES MAY BE DEEMED UNDER CERTAIN CIRCUMSTANCES TO BE "UNDERWRITERS" AS
     THAT TERM IS DEFINED IN SECTION 2(11) OF THE SECURITIES ACT.  PERSONS
   PLANNING TO REOFFER SUCH SECURITIES PUBLICLY IN THE UNITED STATES SHOULD
  CONSULT WITH THEIR COUNSEL PRIOR TO ANY SUCH REOFFER IN ORDER TO DETERMINE
  WHETHER SUCH REOFFERS SHOULD BE ACCOMPANIED BY DELIVERY OF A PROSPECTUS.  
  ____________________

  AVAILABLE INFORMATION

  Gold Reserve has filed with the Securities and Exchange Commission (the
  "Commission") a registration statement on Form S-8 (the "Registration
  Statement"), pursuant to the provisions of the Securities Act, and the
  rules and regulations promulgated thereunder.  Such Registration Statement
  provides for the registration of 2,319,802 Options and 2,578,102 Shares
  offered hereby, and also updates and amends registration statements on
  Form S-8 previously filed by Gold Reserve for the registration of the
  remaining 435,858 Options and Shares, pursuant to Rule 429 of the
  Securities Act.  This Prospectus, which constitutes a part of the
  Registration Statement, does not contain all of the information set forth
  in the Registration Statement, certain portions of which have been omitted
  as permitted by the rules and regulations of the Commission.  For further
  information with respect to Gold Reserve and the Options and Shares
  offered hereby, reference is made to the Registration Statement, including
  the exhibits thereto and financial statements and notes incorporated by
  reference as a part thereof.  Statements made in this Prospectus
  concerning the contents of any contract or other document are not
  necessarily complete.  With respect to each such contract or other
  document filed with the Commission as an exhibit to the Registration
  Statement, or incorporated by reference to exhibits previously filed,
  reference is made to the exhibit for a more complete description of the
  matter involved, and each such statement shall be deemed qualified in its
  entirety by such reference.  

    Gold Reserve is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
  accordance therewith, files reports and other information with the
  Commission.  The Registration Statements and the exhibits thereto, and
  other reports and information filed by Gold Reserve with the Commission,
  may be inspected and copied at the public reference facilities maintained
  by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549 and will also be available for inspection and
  copying at the following regional offices of the Commission upon payment
  of prescribed fees:  Northeast Regional Office, 7 World Trade Center,
  Suite 1300, New York, New York 10048 and Midwest Regional Office, Citicorp
  Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
PROSPECTUS SUMMARY

    The following is a summary of certain information contained in this
  Prospectus and is qualified in its entirety by reference to the more
  detailed information and financial statements appearing elsewhere in this
  Prospectus.  

                                  THE COMPANY

    Gold Reserve is a Montana corporation organized in 1956 to explore and
  develop mining properties.  The Company is presently engaged, through
  subsidiary foreign corporations, in exploring a gold property in Venezuela
  for possible development, and, to a lesser extent, in exploring other
  mineral properties in Venezuela and elsewhere in the world for possible
  acquisition or joint venture.  The Company's principal mining asset is the
  Brisas concession, which is in the exploration state and is located in the
  Kilometer 88 mining area of southeastern Venezuela.  See "Risk Factors."  

    Unless the context requires otherwise, the term the "Company" used
  throughout this Prospectus refers to Gold Reserve Corporation and the
  following subsidiaries:  Compania Aurifera Brisas del Cuyuni, C.A.
  ("Brisas"); Gold Reserve de Venezuela, C.A. ("GLDRV"); Compania Minera
  Unicornio, C.A. ("Unicorn"); Great Basin Energies, Inc. ("Great Basin");
  MegaGold Corporation ("MegaGold"); Gold Reserve Holdings A.V.V. ("GR
  Holdings"); Gold Reserve de Aruba A.V.V. ("Gold Reserve Aruba");
  G.L.D.R.V. Aruba A.V.V. ("GLDRV Aruba"); Glandon Company A.V.V.
  ("Glandon"); GoldenLake A.V.V. ("GoldenLake"); Stanco Investments A.V.V.
  ("Stanco"); and Mont Ventoux A.V.V. ("Mont Ventoux").

    The principal executive offices of the Company are located at 1940
  Seafirst Financial Center, Spokane, Washington 99201.  The Company's
  telephone number is (509) 623-1500.  The Company also maintains offices in
  Caracas and Puerto Ordaz, Venezuela.  

                                 The Offering

    The securities being offered consist of Options to purchase
  2,755,660 Shares granted or to be granted under the Company's incentive
  stock option plans, 2,755,660 Shares issuable upon the exercise of the
  Options, and 258,300 Shares issuable pursuant to the Gold Reserve KSOP
  Plan.  The Options have been or will be granted to the Selling
  Shareholders from time-to-time following the effective date of this
  registration statement pursuant to the Company's incentive stock option
  plans.  The Shares will be issued from time-to-time if, as and when the
  Options are exercised, or pursuant to the Gold Reserve KSOP Plan, and will
  be sold by the Selling Shareholders.  The Options are generally not
  transferable and will not be resold pursuant to this Prospectus.  The
  Selling Shareholders consist primarily of certain affiliates of the
  Company.  The Options granted or to be granted by the Company are or will
  be exercisable at prices per Share equal to then prevailing market prices
  for the Common Stock.  See "Background of the Offering."
The Company will receive no proceeds from the sale or distribution of
  the Shares offered hereby, but will receive amounts equal to the exercise
  prices of the Options when, as and if they are exercised, which will be
  used for general corporate purposes.  

    As of July 1, 1995, 23,137,886 shares of Common Stock were outstanding
  or deemed outstanding pursuant to presently exercisable options and
  warrants, including 693,362 shares held by Great Basin, MegaGold and
  Stanco.  Great Basin and MegaGold are each majority-owned subsidiaries of
  the Company and Stanco is an indirect wholly-owned subsidiary of the
  Company.  

    The Common Stock of the Company is approved for quotation on the Nasdaq
  Stock Market under the symbol GLDR and on the Toronto Stock Exchange under
  the symbol GLR.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Commission are
  incorporated herein by reference and made a part hereof, except as
  superseded or modified herein:  (i) the Company's Annual Report on
  Form 10-K for the fiscal year ended December 31, 1994; (ii) the Company's
  Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; and
  (iii) the Company's Proxy Statement and related materials filed in
  connection with its 1995 annual meeting of shareholders held on May 19,
  1995.  

    All documents filed by the Company with the Commission pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
  this Prospectus and prior to the termination of the offering of the Common
  Stock and Warrants covered by this Prospectus shall be deemed to be
  incorporated by reference into this Prospectus and to be a part hereof
  from the date of filing of such documents.  Any statement contained in any
  document incorporated or deemed to be incorporated by reference in this
  Prospectus shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that such a statement contained herein or in
  any other subsequently filed document which also is or is deemed to be
  incorporated by reference in this Prospectus modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be
  deemed to constitute a part of this Prospectus, except as modified or
  superseded.

    The Company will provide without charge to each person to whom this
  Prospectus is delivered, including any beneficial owner, upon written or
  oral request of such person, a copy of any and all of the documents that
  have been or may be incorporated by reference in this Prospectus (other
  than exhibits to such documents that are not specifically incorporated by
  reference into such documents.  Such requests should be directed to Robert
  A. McGuinness, Vice President of Finance and Chief Financial Officer, Gold
  Reserve Corporation, 1940 Seafirst Financial Center, Spokane, Washington
  99201 (telephone: (509) 623-1500).  

                                 RISK FACTORS

  The following matters, in addition to those discussed elsewhere in this
  Prospectus, should be carefully considered before purchasing the Shares
  offered hereby.
THE BRISAS VETA CONCESSION

    The Company's Brisas concession covers only rights to alluvial gold
  mineralization on the Brisas property.  In February 1993, the Company
  applied for a concession covering a significant polymetallic resource
  believed to underlay the near-surface alluvial deposit.  This application
  was approved by the Venezuelan Ministry of Energy and Mines, which
  exercises jurisdiction over the Brisas property, in March 1995, and is
  expected to be submitted for public comment soon.  The Company reasonably
  believes that such concession will be granted.  Under Venezuelan law, the
  decree that governs such grants excludes the possibility of granting the
  concession to anyone other than the holder of the alluvial gold
  concession.  However, the process of obtaining a concession in Venezuela
  is lengthy and bureaucratically complex, and no assurance can be given
  that the Company will be successful in obtaining a concession to this
  resource in the near term, if at all.  

  RECENT LOSSES

    The Company's reported net income of $100,329 for the three months ended
  March 31, 1995, was derived entirely from interest earned on invested
  funds.  The Company has no revenue from mining operations and has
  experienced losses from operations for each of the last five years.  For
  the first three months of 1994, the Company reported a net loss of
  $405,714.  For the years ended December 31, 1994 and 1993, the Company
  reported losses of $23,740,478 and $2,843,553, respectively.  The
  increased loss during 1994 resulted primarily from costs of approximately
  $22,500,000 incurred in settling the Brisas litigation.  The Company
  expects to incur losses from operations for the next several years as the
  result of increased expenditures associated with the management of
  exploration and development activities on the Brisas concession.  This
  trend is expected to reverse if and when gold and copper is produced from
  the concession.

  PROJECT DEVELOPMENT

    The Company's principal mining asset is the Brisas alluvial gold
  concession, which is in the exploration stage.  The Company currently
  estimates that capital expenditures for the project will total
  approximately $8,000,000 in 1995 and up to $12,000,000 in 1996, and will
  be significantly more in ensuing years if, as and when the concession is
  placed into production.  The Company will fund 1995 and 1996 expenditures
  from proceeds received from prior sales of Common Stock of the Company and
  from proceeds expected to be received upon the exercise of outstanding
  options and the Warrants if exercised.  Future expenditures are expected
  to be funded from additional sales of Common Stock of the Company, or
  other means, however no assurance can be given such funding can be obtained.
  The Company's estimate of capital expenditures for the project is based upon
  currently available information and could increase or decrease depending
  upon a number of factors beyond the Company's control.  It is not unusual
  in new mining operations to experience unexpected problems during the
  exploration and development phase.  As is described under " - Risks
  Inherent in the Mining Industry Generally," the mining business is subject
  to a number of risks and hazards.  There can be no assurance these risks
  and hazards will be avoided if, as and when the Brisas concession is
  developed.
FOREIGN OPERATIONS

    At December 31, 1994, approximately 23% of the Company's identifiable
  assets (88% of its noncash assets), including its mining property, were
  located in Venezuela.  The Company believes its activities in Venezuela
  pose no greater risk than those of mining activities conducted in the
  United States, and that the economic environment in Venezuela is generally
  conducive to the Company's activities.  Nonetheless, its activities and
  investment in Venezuela could be adversely affected by exchange controls,
  currency fluctuations, political and social events, and laws or policies
  of Venezuela and the United States affecting trade, investment and
  taxation. 

  RISKS INHERENT IN THE MINING INDUSTRY GENERALLY

    The Company is subject to all of the risks inherent in the mining
  industry, including environmental hazards, industrial accidents, labor
  disputes, unusual or unexpected geologic formations, cave-ins, flooding
  and periodic interruptions due to inclement weather.  Such risks could
  result in damage to, or destruction of, mineral properties and production
  facilities, personal injury, environmental damage, delays, monetary losses
  and legal liability.  The Company does not presently maintain insurance
  covering environmental or other catastrophic liabilities, and is not
  expected to do so unless and until it is economically feasible to do so. 
  Insurance against environmental risks (including pollution or other
  hazards resulting from the disposal of waste products generated from
  exploration and production activities) is not generally available to the
  Company or other companies in the mining industry at present.  Were the
  Company subjected to environmental liabilities, the payment of such
  liabilities would reduce the funds available to the Company.  Were the
  Company unable to fund fully the cost of remedying an environmental
  problem, it might be required to suspend operations or enter into interim
  compliance measures pending completion of remedial activities.  In
  addition to the foregoing risks, the Company will also encounter or be
  subject to competition from other mining companies having significantly
  greater resources than the Company, governmental regulation of its mining
  activities and practices, the speculative nature of mineral exploration
  and development, operating hazards, fluctuating metals prices, and
  inflation and other economic conditions over which it has no control.

  ENVIRONMENTAL MATTERS

    Venezuela has adopted environmental laws and regulations for the mining
  industry which, though less restrictive than the environmental laws of the
  United States, nonetheless impose significant obligations on companies
  doing business in the country.  The Company will be required to submit
  detailed reports outlining the environmental impact of the development of
  its Brisas concession, and will be required to rehabilitate and restore
  the Brisas property once mining activities are completed.  The Company
  will also be subject to routine inspection by the Venezuelan Ministry of
  Environment and Renewable Resources to ensure that its activities are in
  compliance with environmental laws.
FLUCTUATING PRICES OF GOLD AND COPPER

    The Company's operations will be significantly influenced by the prices
  of gold and copper.  Gold prices fluctuate widely and are affected by
  numerous factors beyond the Company's control, such as inflation, the
  strength of the United States dollar relative to foreign currencies,
  global and regional demand, and the political and economic conditions of
  major gold producing countries throughout the world.  Copper prices also
  fluctuate and are generally affected by global and regional demand and
  existing inventories.  

  RESERVES

    The Company has not yet established either proven or probable reserves
  on the Brisas concession and no assurance can be given that any reserves
  will be established on the concession.  Although the Company believes,
  based on engineering and geological studies which have been completed,
  that significant reserves may exist on the Brisas concession, no
  independent reserve reports have yet been prepared.

  DEPENDENCY ON FINANCING ACTIVITIES

    The Company does not have any revenues from operations and has financed
  its mining activities in Venezuela since 1991 primarily from the sale of
  its equity securities.  Although management anticipates that the Company's
  cash position (approximately $28,500,000 at March 31, 1995, excluding
  $4,500,000 in escrowed funds payable by the Company upon the satisfaction
  of certain conditions in connection with the settlement of the Brisas
  litigation), together with proceeds expected to be received from the
  future exercise of outstanding options and the Warrants, will be
  sufficient to cover estimated operating and capital expenditures
  associated with the exploration and development of its Brisas concession
  through 1996, there can be no assurance that the options or Warrants will
  be exercised, or even if exercised, that proceeds received by the Company
  will be sufficient to finance these activities and other Company
  expenditures.  In addition, significant additional financing will be
  required to be obtained by the Company if, as and when the Brisas
  concession is placed into production.

  SHARES ELIGIBLE FOR FUTURE SALE; EFFECT ON MARKET PRICEOF COMMON STOCK

    The Company's directors and executive officers currently beneficially
  own 1,793,738 Shares, or 8.8% of the outstanding Common Stock as of the
  date of this Prospectus, all of which are offered for sale pursuant to
  this Prospectus and a related prospectus filed as part of the Company's
  registration statement on Form S-3 (Registration No. 33-60779) under the
  Securities Act, which was declared effective on July 10, 1995.  Such
  directors and executive officers also own options for the purchase of an
  additional 810,882 Shares, which, if exercised, would increase their
  ownership to 12.3% of the then outstanding Common Stock.  

    In addition, Marwood International Ltd. ("Marwood"), which is a
  subsidiary of TVX Gold Inc. ("TVX"), and Bluegrotto Trading Limited
  ("Bluegrotto") respectively own 1,500,000 shares and 1,250,000 shares of
  Common Stock, representing approximately 13.5% of the outstanding Common
Stock, and also own warrants to purchase an additional 500,000 shares and
  250,000 shares of Common Stock, which, if exercised, would increase their
  ownership to 16.5% of the then outstanding Common Stock.  Such shares and
  warrants were issued to Marwood and Bluegrotto on December 31, 1994, in
  connection with the settlement of legal proceedings in Venezuela
  associated with the ownership, custody and control of the Company's Brisas
  concession.  Pursuant to the terms of related settlement and standstill
  agreements among the Company and such companies, Marwood and Bluegrotto
  are permitted to sell no more than 75,000 of such shares during any 30-day
  period, in addition to other permitted block trade sales, for a period of
  three years from the date of settlement or until such time as TVX,
  Marwood, Bluegrotto and any of their related persons own less than 5% of
  the Common Stock then outstanding, provided such sales are in accordance
  with applicable federal, state or Canadian provincial securities laws. 
  None of such shares or warrants are offered for sale pursuant to this
  Prospectus.

    Although the Common Stock is approved for quotation on the Nasdaq Stock
  Market and the Toronto Stock Exchange, trading activity in these markets
  is sometimes characterized by infrequent transactions.  As a consequence,
  the sale from time-to-time of the Shares offered hereby, or the shares of
  Common Stock available for sale by Marwood and Bluegrotto, may have the
  effect of depressing the market price of the Common Stock.  

                          BACKGROUND OF THE OFFERING

    OVERVIEW.  This Prospectus relates to Options to
  purchase 2,755,660 Shares granted or to be granted under the Company's
  incentive stock option plans, 258,300 Shares issuable pursuant to the Gold
  Reserve KSOP Plan, and 2,755,660 Shares issuable upon exercise of the
  Options.  The Options are exercisable by the Selling Shareholders at
  prevailing market prices equivalent to the mean of the high and low sales
  prices of the Common Stock as reported by the Nasdaq Stock Market and the
  Toronto Stock Exchange as of the dates of grant.  The Shares granted or to
  be granted pursuant to the Gold Reserve KSOP Plan are similarly valued.

    DESCRIPTION OF INCENTIVE STOCK OPTION AND EMPLOYEE STOCK OWNERSHIP
  PLANS.  The Company currently maintains three stock option plans, the 1985
  Stock Option Plan, the 1992 Stock Option Plan and the 1994 Stock Option
  Plan.  All plans provide for the issuance of incentive stock options
  intended to qualify under Section 422A of the Internal Revenue Code of
  1986, as amended (the "Code"), and options that are not qualified under
  the Code.  Key individuals of the Company and its subsidiaries, including
  officers and directors who are also employees, and consultants, are
  eligible to receive grants of options under the plans.  All options are
  exercisable at prices equivalent to the mean of the high and low sales
  prices of the Common Stock, as reported by the Nasdaq Stock Market and the
  Toronto Stock Exchange as of the date of grant.  

    As of the date of this Prospectus, options for the purchase of
  27,502 and 1,417,866 shares remained available for grant under the 1992
  and 1994 plans, respectively.  Options for the purchase of
  1,310,293 shares granted under the 1985, 1992 and 1994 plans remained
  unexercised at such date.  The incentive stock option plans are jointly
administered by the executive remuneration committee, management and the
  compensation committee of the board of directors.  The primary function of
  the executive remuneration committee is to review and evaluate the
  fairness of the recommendations of management and the compensation
  committee of the board concerning proposed grants to directors and
  executive officers of the Company.

    The Company also maintains a combined 401(k) salary reduction plan and
  employee stock ownership plan, known as the Gold Reserve KSOP Plan, for
  the benefit of eligible employees of the Company and its subsidiaries. 
  The plan can and has invested in Common Stock of the Company through
  Company-guaranteed loans.  During 1994 and 1992, the plan purchased
  20,000 shares and 53,571 shares of Common Stock from the Company,
  respectively, at then-prevailing market prices, for consideration of
  $123,760 and $50,000, respectively.  No shares of Common Stock of the
  Company were purchased during 1993.  Such shares were allocated to
  participants' accounts based on the contributions by the Company or the
  participants during the plan year and the prices at which such shares were
  purchased by the plan.  The terms of the plan permit investment in
  approved securities other than the Company's Common Stock, and allow plan
  participants to self-direct the investment of their account.  To date, the
  plan's sole investment has been Common Stock of the Company.   

    The salary reduction component of the plan, which has not been utilized
  to date, enables eligible employees of the Company and its subsidiaries to
  invest in Common Stock of the Company or other approved securities
  purchased by the plan, limited by contributions to the plan by the Company
  or the employee during the year.  The employee stock ownership component
  of the plan, which has been utilized, is intended to qualify under
  Sections 421 and 423 of the Code, and was established to provide eligible
  employees an opportunity to purchase Common Stock of the Company.  

    Contributions to the plan are limited in each year to (i) the total
  amount of salary reduction the employee elected to defer during the year
  (which is limited to 10% of such employee's compensation during the year,
  or such amount as is established by law), (ii) a matching contribution
  from the Company equal to 50% of any salary reduction the employee elected
  to defer during the year, (iii) special contributions by the Company equal
  to a percentage of the employee's compensation during the year and
  (iv) discretionary contributions by the Company determined in each year by
  the Company.  The plan is available to all eligible employees of the
  Company or subsidiaries who have been employed for a period in excess of
  one year and who have worked at least 480 hours during the year in which
  any allocation is to be made.  Employer and employee contributions to the
  plan are limited to 25% of salary, and distributions from the plan are not
  permitted before the participating employee reaches the age of 59 1/2,
  except in the case of death, disability, termination of employment by the
  Company or financial hardship.  

                             SELLING SHAREHOLDERS

    The following table sets out as of July 1, 1995 the name of each Selling
  Shareholder known to the Company to own any of the Options or Shares; any
  position, office or other material relationship between the Selling
  Shareholder and the Company within the past three years; the number of
  shares of Common Stock known to the Company to be beneficially owned by
the Selling Shareholder at such date; the number of Shares offered hereby
  by the Selling Shareholder; and the number of shares of Common Stock and
  percentage ownership interest of the Selling Shareholder following this
  offering.  Pursuant to Rule 429 of the Securities Act, the Form S-8
  Registration Statement of which this Prospectus is a part also updates and
  amends the Company's registration statements on Form S-8 that were
  declared effective on February 20, 1993 and October 4, 1993, as amended on
  June 27, 1994.  

    The Shares offered hereby by the Selling Shareholders are in addition to
  other shares of Common Stock and Common Stock purchase warrants to
  purchase Common Stock being offered and sold by the Selling Shareholders
  and others pursuant to a prospectus dated July 10, 1995.  Such prospectus
  was included in a registration statement on Form S-3 under the Securities
  Act and relates to the offer and sale of 11,325,798 previously issued
  shares of Common Stock, 1,000,000 previously issued Common Stock purchase
  warrants and 1,000,000 shares of Common Stock issuable upon exercise of
  the warrants.
Shares of Common Stock
                              ---------------------------------------------------------
           Name and           Beneficially        Offered      Remaining After Offering
       Position(s) Held           Owned           Hereby           and Percentage(1)
   -----------------------    ------------     ------------    ------------------------
Valmore Acevedo(2)               10,000           10,000                -
   Corey Allen(2)                   25,000           15,000      10,000 / less than 1%
   A. Douglas Belanger(3)          554,683          220,382      334,301 /        1.4%
   Oreste Bujosa(2)                  7,500            7,500                -
   Lucia Casanas(2)                 10,000            5,000        5,000 / less than 1%
   James Coleman(3)                102,000          100,000        2,000 / less than 1%
   Linda S. Cunningham(3)          245,498           55,298      190,200 / less than 1%
   Steve Farnell(4)                 15,000           15,000                -
   Perfecto Flores(2)               11,697            1,697       10,000 / less than 1%
   Ben Hansen(2)                     5,000            5,000                -
   Robert Kovacevich(4)             11,197            5,000        6,197 / less than 1%
   Julie Langenheim(2)              31,857           16,970       14,887 / less than 1%
   Brent Lindsey(2)                 99,825           78,185       21,640 / less than 1%
   John Malysa(2)                   58,485           10,000       48,485 / less than 1%
   Patrick McChesney(3)            137,262           75,000       62,262 / less than 1%
   Robert McGuinness(3)            110,985          100,985       10,000 / less than 1%
   Alexandrino Noguiera(2)          47,457           10,000       37,457 / less than 1%
   David Onzay(2)                   36,182           32,891        3,291 / less than 1%
   Bernardo Paul(4)                201,969          125,158       76,811 / less than 1%
   J.C. Potvin(3)                  100,000          100,000                -
   James Reeves(2)                  42,000           40,000        2,000 / less than 1%
   Karen Robinson(2)                 7,377            6,421          956 / less than 1%
   Simon Rodriguez(2)               12,500           12,500                -
   James Stephenson(2)              28,500           26,800        1,700 / less than 1%
   Hobart Teneff(3)              1,111,617           68,700    1,042,917 /         4.5%
   Rockne J. Timm(3)               714,002          232,620      481,382 /         2.1%
   Ron Tracy(2)                    204,767           33,788      170,979 / less than 1%
   Alan Wright(2)                   42,500           42,500                -
   Albert K.F. Wu(3)                30,114           21,197    8,917 / less than 1%
Shares of Common Stock
                              ---------------------------------------------------------
           Name and           Beneficially        Offered      Remaining After Offering
       Position(s) Held           Owned           Hereby           and Percentage(1)
   -----------------------    ------------     ------------    ------------------------
Gold Reserve 1985 Stock
     Option Plan                    -                45,000(5)           -
   Gold Reserve 1992 Stock
     Option Plan                    -                27,502(5)           -
   Gold Reserve 1994 Stock
     Option Plan                    -             1,417,866(5)           -
   Gold Reserve KSOP Plan           -                95,000(5)           -
(1)  All of the Shares remaining after offering are presently included in
       an effective registration statement on Form S-3 under the Securities
       Act and are available for sale, with the exception of 2,500 shares
       owned by Robert A. McGuinness.  

  (2)  Current or former employees of the Company or its subsidiaries, or
       consultants to the Company or its subsidiaries.

  (3)  Current or former directors or executive officers of the Company.  

  (4)  Mr. Farnell, Mr. Kovacevich and Mr. Paul are counsel to the Company
       or its subsidiaries.  

  (5)  Consists of the maximum number of remaining Options or Shares
       available for grant or issuance under such plans as of the date of
       this Prospectus.  

                             PLAN OF DISTRIBUTION

    The Selling Shareholders propose to sell the Shares from time to time or
  at any time during a period of two years commencing the date the
  Registration Statements of which this Prospectus is a part have become
  effective, in transactions in the over-the-counter market, in other
  permitted public sales, in privately negotiated transactions or otherwise,
  at market prices prevailing at the time of sale or at negotiated prices.  

    Some or all of the Shares may be sold in transactions involving broker-
  dealers, who may act solely as agent or may acquire Shares or Warrants as
  principal.  Broker-dealers who participate in such transactions as agent
  may receive commissions from Selling Shareholders and, if they act as
  agent for the purchaser, also from the purchaser.  Selling Shareholders
  and any such broker-dealer may be deemed to be "underwriters", as that
  term is defined in Section 2(11) of the Securities Act.  Any commissions
  received by any such broker-dealer in connection with any such sales, and
  any profits received from the resale of Shares or Warrants acquired by
  such broker-dealer as principal, may be deemed to be underwriting
  discounts and commissions pursuant to the Securities Act.
The Company has agreed to indemnify the Selling Shareholders for certain
  liabilities, including liabilities arising under the Securities Act, in
  conjunction with the offer and sale of the Shares by the Selling
  Shareholders pursuant to the Registration Statement of which this
  Prospectus is a part.  

    Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted pursuant to the foregoing, or to directors, officers
  and controlling persons of the Company pursuant to applicable provisions
  of the Montana Business Corporation Act and the Company's bylaws, the
  Company 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
  Company of expenses incurred or paid by a director, officer or controlling
  person of the Company in a successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the Shares and Options being registered pursuant to this
  Registration Statement, the Company will, unless in the opinion of its
  counsel such matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question of whether such
  indemnification is against public policy as expressed in the Securities
  Act, and will be governed by the final adjudication of such issue.  

                         DESCRIPTION OF CAPITAL STOCK

    The Company is authorized under its Articles of Incorporation, as
  amended, to issue up to 50,000,000 shares of capital stock, of which
  40,000,000 shares are designated Common Stock, without par value, and
  10,000,000 shares are designated preferred stock issuable in one or more
  series, with such rights, preferences, limitations and other
  characteristics as the board of directors may from time-to-time determine. 
  At July 1, 1995, 23,137,886 shares of Common Stock were outstanding or
  deemed outstanding, including 693,362 shares of Common Stock held at such
  date by Great Basin, MegaGold and Stanco, and 2,415,368 shares issuable
  pursuant to presently exercisable options and warrants.  No shares of
  preferred stock were outstanding at such date.

    Some corporate and securities law commentators believe that companies
  having authorized preferred stock are less vulnerable to unsolicited
  takeovers (and by implication, the higher prices that may be paid to
  shareholders in an unsolicited takeover), since preferred stock can be
  issued by a board of directors as a defensive strategy to such offers. 
  Other commentators believe that the issuance of preferred stock as a
  defensive strategy increases the price eventually paid to shareholders in
  a successful takeover because the specter of such issuance forces an
  offeror to negotiate price with the board of directors.  The Company is
  presently not aware of any unsolicited takeover attempt and cannot predict
  whether any such attempt would be made in the future.  Similarly, the
  board of directors has not adopted a prospective defensive strategy to an
  unsolicited takeover attempt utilizing the preferred stock, and is not
  expected to consider or adopt any such strategy in the absence of such an
  attempt.  It is the present position of the board of directors that any
  such defensive strategy should be adopted, if at all, only after the terms
  and conditions of any such takeover attempt have been made known and the
  board of directors, together with its financial advisors, have had an
  opportunity to study the offer and its effect on the Company and its
  shareholders.
COMMON STOCK

    Holders of Common Stock are entitled to one vote per share upon all
  matters on which they have the right to vote, and with respect to the
  election of directors are entitled to cumulate their votes.  Shares of
  Common Stock do not have preemptive rights and are not subject to
  redemption.  Holders of Common Stock are entitled to receive such
  dividends as may be declared by the Board of Directors out of funds
  legally available therefore.  In the event of dissolution or winding up of
  the affairs of the Company, holders of Common Stock are entitled to share
  ratably in all assets of the Company remaining after payment of all
  creditors.  The Common Stock is fully paid and nonassessable.  

    The transfer agent and registrar for the Common Stock is Transecurities
  International, Inc., East 12525 Mission, Spokane, Washington 99216.  

                                 LEGAL MATTERS

    The legality of the Common Stock offered hereby will be passed upon for
  the Company by Randall & Danskin, P.S., 1500 Seafirst Financial Center,
  Spokane, Washington 99201.  

                                    EXPERTS

    The consolidated balance sheets of the Company as of December 31, 1994
  and 1993, and the consolidated statements of operations, changes in
  shareholders' equity and cash flows for each of the three years in the
  period ended December 31, 1994 incorporated by reference in this
  Prospectus have been incorporated herein in reliance on the report, which
  includes an explanatory paragraph related to uncertainties regarding the
  Company's ability to recover its investments in its Brisas mining
  concession, of Coopers & Lybrand L.L.P., independent accountants, given on
  the authority of that firm as experts in accounting and auditing.
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
  OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS.  ANY
  INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN, IF GIVEN OR MADE, MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY
  SELLING SHAREHOLDER OR ANY UNDERWRITER.  THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
  SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES.  THIS PROSPECTUS
  DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
  ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
  MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.  NEITHER THE
  DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
  CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
  AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
  CONTAINED OR INCORPORATED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
  ITS DATE.

                               TABLE OF CONTENTS

                                                                         Page
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . .  1
  Prospectus Summary  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Incorporation of Certain Documents by Reference . . . . . . . . . . . .  3
  Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
  Background of the Offering  . . . . . . . . . . . . . . . . . . . . . .  7
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . .  8
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . .  9
  Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . 10
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

                     Options to Purchase 2,755,660 Shares of
                        Common Stock, 2,755,660 Shares of
                   Common Stock Issuable upon the Exercise of
                       such Options and 258,300 Shares of
                      Common Stock Issuable pursuant to the
                             Gold Reserve KSOP Plan

                            GOLD RESERVE CORPORATION

                              --------------------

                                   PROSPECTUS

                              --------------------

                                  July 19, 1995
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

  Item 3. Incorporation of Documents by Reference

    The Company's Annual Report on Form 10-K, as amended, for the year ended
  December 31, 1994 and its Quarterly Report on Form 10-Q for the three
  months ended March 31, 1995 are incorporated in this Prospectus by
  reference and hereby made a part hereof:  

    All reports and other documents subsequently filed by the Company
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
  to the termination of the offering of the Shares, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of
  the filing of such reports and documents.  Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this
  Prospectus to the extent that a statement contained herein or in any other
  subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. 
  Any such statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Prospectus.  

  Item 4.  Description of Securities

    Not applicable.

  Item 5.  Interests of Named Experts and Counsel

    Not applicable.

  Item 6. Indemnification of Directors and Officers

    The only statutes, charter provisions, by-laws, 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 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.  
    (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.  
    (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 expenses 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(2).  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 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.  It 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

    The Common Stock to be reoffered or resold pursuant to this registration
  statement consists of (i) Common Stock to be issued upon the exercise of
  options granted pursuant to the Gold Reserve 1992 Stock Option Plan and
  the Gold Reserve 1994 Stock Option Plan and (ii) Common Stock allocated to
  the accounts of plan participants under the Gold Reserve KSOP Plan, in
  each case in reliance upon the exemptions from registration under the
  Securities Act contained in Sections 3(b), 4(2) and 4(6) thereof, and with
  respect to the exemption contained in Section 3(b), Rule 505 and
  Regulation D promulgated thereunder.  

  Item 8.  Exhibits 

    An Index to Exhibits appears at page E-1.  

  Item 9.  Undertakings 

    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 Securities and
  Exchange 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 of 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.  

    (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 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;  

         (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; and  

         (3) to remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at
    the time of the offering.
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 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) 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.  

                                  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.

                                    GOLD RESERVE CORPORATION

                                    By:  /s/ Rockne J. Timm
                                    ----------------------------------------
                                    Rockne J. Timm
                                    President and Chief Executive Officer

                                    Dated: June 30, 1995
POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints
  Rockne J. Timm his attorney-in-fact, with the power of substitution, for
  him in any and all capacities, to sign any amendments to this registration
  statement, and to file the same with exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that said attorney-in-fact or his
  substitute or substitutes may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons on
  behalf of the registrant and in the capacities and on the dates indicated. 

                                    By:  /s/ A. Douglas Belanger
                                         -----------------------------------
                                         A. Douglas Belanger, a Director

                                    Date: June 30, 1995

                                    By:  /s/ Patrick D. McChesney
                                         -----------------------------------
                                         Patrick D. McChesney, a Director

                                    Date: June 30, 1995

                                    By:  /s/ J.C. Potvin
                                         -----------------------------------
                                         J.C. Potvin, a Director

                                    Date: June 30, 1995

                                    By:  /s/ James H. Coleman
                                         -----------------------------------
                                         James H. Coleman, a Director

                                    Date: June 30, 1995

                                    By:  /s/ Robert A. McGuinness
                                         -----------------------------------
                                         Robert A. McGuinness, its Principal
                                         Financial and Accounting Officer

                                    Date:  June 30, 1995
INDEX TO EXHIBITS

    The following exhibits are filed as part of this amendment to
  registration statement.  Exhibits previously filed are incorporated by
  reference, as noted.  Exhibits filed herewith appear beginning at page 
  E-2.
Exhibit                                                           Page Number
   Number                          Exhibit                         in this Report
   ------    --------------------------------------------------    --------------
5.1       Opinion of Randall & Danskin, P.S. regarding                E-2
             legality of securities offered.  Filed herewith.

   6.0       *

   8.0       *

   12.0      *

   15.0      *

   23.1      Consent of Coopers & Lybrand L.L.P.  Filed herewith.        E-4

   23.2      Consent of Randall & Danskin, P.S.  Included in 
             its opinion filed herewith as Exhibit 5.1.

   24.1      Powers of attorney.  Included in the signature page 
             to this registration statement.
____________________

   * Items denoted by an asterisk have either been omitted or are not
     applicable.