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

                                  SCHEDULE 13G
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )*

                                Gold Reserve Inc.
                             ----------------------
                                (Name of Issuer)

                                     Common
                      ------------------------------------
                         (Title of Class of Securities)

                                    38068N108
                              --------------------
                                 (CUSIP Number)

                                December 31, 2007
          -------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b) 
[ ] Rule 13d-1(c) 
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                PAGE 1 OF 4 PAGES


<PAGE>


--------------------------------------------------------------------------------
 1     NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Tradewinds Global Investors, LLC                        02-0767178

--------------------------------------------------------------------------------
 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a) [_]
                                                                         (b) [_]
       N/A
--------------------------------------------------------------------------------
 3     SEC USE ONLY


--------------------------------------------------------------------------------
 4     CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware - U.S.A.
--------------------------------------------------------------------------------
                     5      SOLE VOTING POWER

                            7,980,926
      NUMBER OF      -----------------------------------------------------------
        SHARES       6      SHARED VOTING POWER
     BENEFICIALLY
       OWNED BY             0
         EACH        -----------------------------------------------------------
      REPORTING      7      SOLE DISPOSITIVE POWER
       PERSON
         WITH               10,338,483

                     -----------------------------------------------------------
                     8      SHARED DISPOSITIVE POWER

                            0
--------------------------------------------------------------------------------
 9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       10,338,483
--------------------------------------------------------------------------------
10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

       N/A
--------------------------------------------------------------------------------
11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       17.45%*
--------------------------------------------------------------------------------
12     TYPE OF REPORTING PERSON*

       IA
--------------------------------------------------------------------------------
*REFLECTS THE REPORTING PERSON'S OWNERSHIP AS OF DECEMBER 31, 2007, INCLUDING
SHARES OF THE ISSUER WHICH MAY BE ISSUED UPON CONVERSION OF 5.50% CONVERTIBLE
SENIOR SUBORDINATED NOTES DUE 6/15/22.

                                PAGE 2 OF 4 PAGES


<PAGE>

              Item 1(a) Name of Issuer:
                        Gold Reserve Inc.

              Item 1(b) Address of Issuer's Principal Executive Offices:
                                    926 West Sprague Avenue
                                    Suite 200
                                    Spokane, WA  99201
                                    United States

              Item 2(a) Name of Person Filing:
                        Tradewinds Global Investors, LLC

              Item 2(b) Address of the Principal Office or, if none, Residence:
                        2049 Century Park East, 20th Floor
                        Los Angeles, CA  90067

              Item 2(c) Citizenship:
                        Delaware - U.S.A.

              Item 2(d) Title of Class of Securities:
                        Common

              Item 2(e) CUSIP Number:
                                    38068N108


              Item 3    If the Statement is being filed pursuant to Rule
                        13d-1(b), or 13d-2(b), check whether the person filing
                        is a:

                        (e)      [X] An investment advisor in accordance with
                                 section 240.13d-1(b)(1)(ii)(E)

              Item 4    Ownership:
                        (a) Amount Beneficially Owned:
                             10,338,483

                        (b) Percent of Class:
                             17.45%

                        (c)  Number of shares as to which such person has:

                        (i)  sole power to vote or direct the vote: 7,980,926

                       (ii)  shared power to vote or direct the vote: 0

                      (iii)  sole power to dispose or to direct the disposition
                             of: 10,338,483

                       (iv)  shared power to dispose or to direct the
                             disposition of:
                             0


                               PAGE 3 OF 4 PAGES

                                      

<PAGE>




              Item 5    Ownership of Five Percent or Less of a Class:

                                    Not applicable.

              Item 6    Ownership of More than Five Percent on Behalf of
                        Another Person:

                        Securities reported on this Schedule 13G are
                        beneficially owned by clients which may include
                                    investment companies registered under the
                                    Investment Company Act and/or employee
                                    benefit plans,pension funds, endowment funds
                                    or other institutional clients.


              Item 7    Identification and Classification of the Subsidiary
                        Which Acquired the Security Being Reported on By the
                        Parent Holding Company:

                        Not applicable.

              Item 8    Identification and Classification of Members of the
                        Group:

                        Not applicable.

              Item 9 Notice of Dissolution of a Group:

                                    Not applicable.

              Item 10   Certification:
                        By signing below I certify that, to the best of my
                        knowledge and belief, the securities referred to above
                        were acquired and are held in the ordinary course of
                        business and were not acquired and are not held for the
                        purpose of or with the effect of changing or influencing
                        the control of the issuer of such securities and were
                        were not acquired in connection with or as a participant
                        in any transaction having such purpose or effect.

                                    SIGNATURE

              After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: February 14, 2008

                                      Tradewinds Global Investors, LLC

                                      By:   /S/ David B. Iben
                                           -------------------------------------
                                      Name: David B. Iben, CFA
                                      Title: Chief Investment Officer

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