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    As filed with the Securities and Exchange Commission on December 1, 1998.

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                                GOLD RESERVE INC.
             (Exact name of registrant as specified in its charter)

        YUKON TERRITORY, CANADA                              NONE
(State of incorporation or organization)       (IRS Employer Identification No.)

     601 WEST RIVERSIDE, SUITE 1940
          SPOKANE, WASHINGTON                                99201
(Address of principal executive offices)                  (Zip Code)



                                                         
If this form relates to the registration of a class of      If this form relates to the registration of a class of 
securities pursuant to Section 12(b) of the Exchange Act    securities pursuant to Section 12(g) of the Exchange 
and is effective pursuant to General Instruction A.(c),     Act and is effective pursuant to General Instruction 
please check the following box. |X|                         A.(d), please check the following box. | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ CLASS A COMMON SHARES, NO PAR VALUE PER SHARE NASDAQ SMALLCAP SYSTEM THE TORONTO STOCK EXCHANGE RIGHTS TO PURCHASE CLASS A COMMON SHARES NASDAQ SMALLCAP SYSTEM THE TORONTO STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act: NONE - - -------------------------------------------------------------------------------- 2 Item 1. Description of Registrant's Securities to be Registered. The information under the caption "Description of Securities and Comparison of Rights of Shareholders" set forth in Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-68061) of Gold Reserve Inc. (the "Company") filed with the Securities and Exchange Commission on November 30, 1998 is incorporated herein by reference. Item 2. Exhibits.
Exhibit No. Description of Exhibit ----------- ---------------------- 1. Restated Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form S-4, Registration No. 333-68061). 2. Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-4, Registration No. 333-68061). 3. Shareholder Rights Plan Agreement of the Company (incorporated by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-4, Registration No. 333-68061).
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. GOLD RESERVE INC. Date: December 1, 1998 By: /s/ Robert A. McGuinness ------------------------------ Robert A. McGuinness Vice President of Finance and Chief Financial Officer