Washington, D.C. 20549

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter Ended March 31, 1999

                                GOLD RESERVE INC.

        Address Of Principal Executive Offices:  926 West Sprague Avenue
                                    Suite 200
                            Spokane, Washington 99201

     Indicate by check mark whether the registrant files or will file
     annual reports under cover Form 20-F or Form 40-F.

     Form 20-F  X         Form 40-F
               ---                  ---
     Indicate by check mark whether the registrant by furnishing the
     information contained in this Form is also thereby furnishing the
     information to the Commission pursuant to Rule 12g3-2(b) under the
     Securities Exchange Act of 1934.

     Yes        No  X
         ---       ---
     If "Yes" is marked, indicate below the file number assigned to the
     registrant in connection with Rule 12g3-2(b):

GOLD RESERVE INC. March 31, 1999 Interim Financial Report

OPERATIONS OVERVIEW The Brisas property is located in the Kilometer 88 mining district in the State of Bolivar, southeastern Venezuela. Historical surface and alluvial mining by local miners helped identify the property as a target for gold exploration. Exploration and development activities, commenced in 1992, have included surface mapping and geochemical sampling, drilling, assaying, petrology, mineral studies and metallurgical sampling as well as approximately 160,000 meters of drilling comprised of 750 holes. These activities confirmed the presence of a large deposit of stratabound gold-copper mineralization, which is presently contained within an area over 1,900 meters long and 500 to 900 meters wide. Scattered drill holes to the west of the main body of the deposit demonstrate that mineralization continues for an unknown distance down dip to the west and to the north. Mineralized areas have also been intersected below the current deposit. The Brisas property is presently estimated to contain a total mineral resource of 8.71 million ounces of gold and approximately 1.06 billion pounds of copper (based on 0.5 gram per tonne gold equivalent cut- off). The mineral resource based on 0.5 gold equivalent cut-off grade is summarized in the following tables: Measured Indicated Inferred Total Au Eq ------------------------- ------------------------- ------------------------- ------------------------- Cutoff Au Cu Au Cu Au Cu Au Cu Grade kt (g/t) (%) kt (g/t) (%) kt (g/t) (%) kt (g/t) (%) ------ ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- 0.50 33,386 0.833 0.136 258,286 0.738 0.128 72,623 0.723 0.145 364,296 0.744 0.132 Measured** Indicated** Inferred** Total** Au Eq ------------------------- ------------------------- ------------------------- ------------------------- Cutoff Au Cu Au Cu Au Cu Au Cu Grade oz. lb. oz. lb. oz. lb. oz. lb. ------ ------- ------- ------- ------- ------- ------- ------- ------- 0.50 0.894 100 6.128 729 1.688 232 8.710 1,061 ** in millions

The Company continues its work to complete a feasibility study on the Brisas property. Since the completion of the initial pre-feasibility report in 1998, a number of supplements have been prepared. Most recently, the Company announced that bench scale testing of the Cominco Engineering Services Limited (CESL) on-site copper process was successful. The CESL bench scale test achieved 99 percent recovery of both gold and copper compared with typical off-site smelter recovery and payable metal of 95 to 96 percent after deductions. The CESL process utilizes an autoclave for pressure oxidation of the concentrates followed by a series of leaching sequences to recover the copper and gold. Implementation of the CESL process would eliminate significant transportation costs for the copper gold concentrates to an off-site smelter and improve the Brisas project economics. Revised cost estimates (U.S. Dollars), in accordance with the Gold Institute guidelines, result in cash operating costs of $177 per ounce of gold net of copper revenues (using $0.80 per pound copper and the CESL process). Total after-tax costs are estimated at $262 per ounce of gold (including operating costs, working capital, initial capital and life of mine capital net of copper revenues less sunk costs). Costs for the Brisas project are determined net of copper revenues. As a result, the price of copper is a significant factor in determining production costs. The data compiled by the Company, which serves as the basis of the pre-feasibility study, has been closely scrutinized by its consultants. Behre Dolbear & Company, Inc. ("Behre Dolbear") originally audited the Company's data collection procedures in 1997. In 1998, Behre Dolbear completed an additional audit of the Company's modeling and reserve methodology and in early 1999 verified the published reserve estimates and confirmed a significant decrease in the waste to ore ratio. In total, Behre Dolbear's audits have concluded that technical data collection procedures meet or exceed accepted industry standards; assay laboratories provide reliable and acceptable results; the database compiled by the Company is of a quality appropriate for utilization in a reserve study suitable for obtaining financing; estimating techniques used were an accurate representation for the reserves; drill hole spacing was sufficient to generate future estimates of proven and probable reserves; the database was correct and reliable; the reserve risk for the project is low and there is upside potential for additional reserves at the Brisas property because the mineralization can be extrapolated with quite high confidence beyond the current drilling in the down dip direction and to the north. The audited reserve estimates contained in the most recent pre- feasibility supplement have been prepared in accordance with reporting requirements of applicable Canadian Securities Commissions and calculated using both $300 per ounce of gold and $0.80 per pound of copper as well as $335 per ounce of gold and $0.90 per pound of copper (and $3.30/tonne revenue cutoff). Both calculations are presented in tabular form below.

Reserve Au Cu Waste Total tonnes Au Grade Cu Grade ounces pounds tonnes tonnes Strip Class (thousands) (g/t) (%) (thousands) (thousands) (thousands) (thousands) Ratio -------- ----------- -------- -------- ----------- ----------- ----------- ----------- ----- Pit design using $300/oz Au and $0.80/lb Cu Proven 30,504 0.857 0.140 841 94,166 Probable 192,566 0.764 0.132 4,728 560,484 Total 223,070 0.776 0.133 5,569 654,650 321,763 544,833 1.44 Reserve Au Cu Waste Total tonnes Au Grade Cu Grade ounces pounds tonnes tonnes Strip Class (thousands) (g/t) (%) (thousands) (thousands) (thousands) (thousands) Ratio -------- ----------- -------- -------- ----------- ----------- ----------- ----------- ----- Pit design using $335/oz Au and $0.90/lb Cu Proven 33,106 0.821 0.139 874 101,467 Probable 215,527 0.725 0.136 5,021 646,323 Total 248,633 0.737 0.136 5,895 747,790 321,850 570,483 1.29 The proposed plant is presently expected to cost between $350 and $400 million and process an estimated 55,000 tonnes per day, yielding an average annual production of as much as 355,000 ounces of gold and 43 million pounds of copper, over a mine life of 13 years. Construction of the planned facility is expected to take approximately 18 to 24 months, with commissioning and achievement of commercial production expected shortly thereafter. The Brisas property economics and plant design are subject to the results of the final feasibility study which management expects to complete in 2000.

The Company recently re-commenced drilling on the Brisas property. This drill program could add 750 thousand ounces of gold and 100 million pounds of copper to the proven and probable reserves. The potential to increase reserves is high because the mineralization can be extrapolated with high confidence to extend beyond the current drilling in the down dip direction and to the north. This drilling program is expected to include approximately 5,000 meters of core at a cost of approximately $400,000. Management's operational focus continues to be obtaining the required permits, securing additional sites required for process facilities, infrastructure, waste disposition and the completion of the final feasibility study. In addition, continuation or completion of metallurgical testing, geotechnical and hydrological investigations, electrical power supply and concentrate sales agreements, and development and condemnation drilling will occur prior to completion of the final feasibility study. It is estimated that an additional $3 to $4 million will be spent for completion of the final feasibility study. FINANCIAL OVERVIEW The total financial resources of the Company, cash plus current and long-term investments (primarily consisting of highly liquid US treasury and agency obligations), approximated $22.5 million as of March 31, 1999. (All amounts are stated in U.S. Dollars) March 31, December 31, 1999 1998 ----------- ------------ Cash and equivalents $ 3,101,805 $ 2,848,189 Marketable securities current 13,512,939 15,531,922 Marketable securities- non-current 5,839,186 5,194,359 ----------- ----------- $22,453,930 $23,574,470 =========== =========== Overall the total financial resources of the Company decreased by approximately $1.1 million during the first three months of 1999, primarily the result of cash utilized by operations of approximately $0.5 million and investment in property, plant and equipment of approximately $0.6 million. The overall budgeted corporate expenditures for 1999, net of estimated interest income of approximately $1 million, is estimated at $4.6 million. Of that amount, approximately $2.4 million will be spent on the Brisas property, primarily towards the further completion of the feasibility study. The remaining budgeted expenditures relate to general corporate activities including future exploration activities other than on the Brisas property. Management anticipates that its current cash and investment positions are adequate to cover estimated operational and capital expenditures (excluding estimated mine construction costs) associated with the remainder of 1999 and all of 2000.

Future construction costs and development expenses, and the cost of placing the Brisas property or additional future properties into production, if warranted, are expected to be financed by a combination of the sale of additional common stock, bank borrowings or other means. Management however, does not plan to raise funds through the sale of equity or debt for the next 18 to 24 months. Whether and to what extent additional or alternative financing options are pursued by the Company depends on a number of important factors, including if and when mine development activities are commenced on the Brisas property, management's assessment of the financial markets, the price of gold, the potential acquisition of additional properties or projects and the overall capital requirements of the consolidated corporate group. Consolidated net loss for the three months ended March 31, 1999 amounted to $895,990 or $0.04 per share compared to consolidated net loss of $765,539 or $0.03 per share for the same period in 1998. Other income for the current three month period decreased from the comparable period in 1998 due to decreased interest income from lower average levels of invested cash as well as a decrease in the rate of return. General and administrative expense as well as legal and accounting expense for the current three month period increased from the comparable period in 1998 primarily due to expenses associated with the completion of the reorganization (see below). This increase was partially offset by a reduction in corporate communication expense as a result of lower expenditures associated with compensation and printing and collateral material. REORGANIZATION In February 1999, the shareholders of Gold Reserve Corporation (a U.S. corporation) approved a plan of reorganization whereby Gold Reserve Corporation became a subsidiary of Gold Reserve Inc.(a Canadian corporation), the successor issuer. The primary purpose of the formation of a Canadian parent was to expand the group's profile among Canadian investors who generally are significant investors in resource companies. Gold Reserve Corporation previously made filings with the U.S. Securities and Exchange Commission and The Toronto Stock Exchange along with the applicable Canadian Securities Commissions. Except for certain electing U.S. shareholders, each shareholder of Gold Reserve Corporation received one Gold Reserve Inc. Class A common share for each common share owned of Gold Reserve Corporation. After the reorganization, a shareholder of Gold Reserve Inc. continues to own an interest in the business, through subsidiary companies, that in aggregate is essentially the same as before the reorganization. As part of the reorganization, U.S. holders of Gold Reserve Corporation could elect to receive equity units in lieu of Gold Reserve Inc. Class A common shares. An equity unit is comprised of

one Gold Reserve Inc. Class B common share and one Gold Reserve Corporation Class B common share. Equity units were provided to U.S. holders who would have had a substantial taxable gain upon receipt of Gold Reserve Inc. Class A common shares so they might defer a significant portion of such gain. The equity units have voting and dividend rights similar to the Gold Reserve Inc. Class A common shares, are substantially equivalent to a Class A common share and are immediately convertible into Gold Reserve Inc. Class A common shares upon compliance with certain procedures. Equity units are not listed for trading on any stock exchange, but, subject to compliance with applicable federal, provincial and state securities laws, may be transferred. Unless otherwise noted, general references to common shares of the company include Class A common shares and Class B common shares as a combined group. Because the reorganization did not take place until February 1999, the financial statements that are presented in this quarterly report are those of Gold Reserve Corporation as of December 31, 1998 and for the three months ended March 31, 1998 and those of Gold Reserve Inc. as of and for the three months ended March 31, 1999. The financial position of the consolidated group subsequent to the reorganization was substantially the same as prior to the reorganization except for the exchange of approximately 2.3 million Gold Reserve Corporation common shares for an equal number of equity units in lieu of Gold Reserve Inc. Class A common shares. FINANCIAL INFORMATION The December 31, 1998 balance sheet is duplicated from the audited consolidated financial statements as set forth in the Company's 1998 Form 20-F. You are urged to refer to the notes to those audited consolidated financial statements which apply to these interim financial statements at March 31, 1999 and are not repeated here. The financial information given in the accompanying unaudited financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for a fair presentation for the periods reported. FORWARD LOOKING STATEMENTS The information presented in or incorporated by reference in this Quarterly Report includes both historical information and "forward- looking statements" (within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) relating to the future results of Gold Reserve Inc. (the "Company"), which involve risks and uncertainties. Except where the context indicates otherwise, "Company" means Gold Reserve Inc. and its predecessor Gold Reserve Corporation.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation the risk that actual reserves may vary considerably from estimates presently made, the impact of metals prices and metal production volatility, the Company's concentration of operations and assets in Venezuela, regulatory, political and economic risks associated with Venezuelan operations, the Company's ability to obtain adequate funding for future development of the Brisas property, dependence upon the abilities and continued participation of certain key employees of the Company, and the risks normally incident to the operation and development of mining properties. Investors are cautioned not to put undue reliance on forward-looking statements, and should not infer that there has been no change in the affairs of the Company since the date of this Quarterly Report that would warrant any modification of any forward-looking statement made in this document or other documents filed periodically with securities regulators. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly these forward- looking statements, whether as a result of new information, future events or otherwise. YEAR 2000 READINESS Management has made an assessment of its requirements regarding Year 2000 issues. This assessment focused on three major areas; (1) internal systems under the control of the Company; (2) systems of third party suppliers or contractors; and (3) systems maintained by governmental agencies and major public and private service providers located in Venezuela. The Company's present business operations are not dependent upon sophisticated information systems. The Company does not have any material relationships with third party suppliers at this time. Future material third party relationships are expected to be evaluated as to the level of Year 2000 readiness. The Company is not aware of any published reports documenting the Year 2000 compliance efforts and progress of such governmental agencies and major public and private service providers located in Venezuela. Compliance-related failures of future material third-party suppliers and contractors providing services directly to the Company or failures related to governmental agencies and public and private service providers within Venezuela could be significant and could cause an interruption of business that could be material to the Company. Based on the current information available, the significance of Year 2000 difficulties which might be experienced by others outside the Company's control, the magnitude of future business disruption, if any, and the costs of such disruption cannot be determined at this time. Management's ongoing evaluation of Year 2000 readiness is expected to cost less than $10,000.

CONSOLIDATED BALANCE SHEETS March 31, 1999 and December 31, 1998 (unaudited) March 31, December 31, U.S. Dollars 1999 1998 ----------- ------------ ASSETS Current Assets: Cash and cash equivalents $ 3,101,805 $ 2,848,189 Marketable securities 13,512,939 15,531,922 Deposits, advances and other 422,845 461,684 Accrued interest 234,472 456,418 ----------- ----------- Total current assets 17,272,061 19,298,213 Property, plant and equipment, net 41,636,824 41,038,160 Marketable securities 5,839,186 5,194,359 Other 1,353,771 1,388,302 ----------- ----------- Total assets $66,101,842 $66,919,034 =========== =========== LIABILITIES Current Liabilities: Accounts payable and accrued expenses $ 845,952 $ 785,754 Note payable - KSOP 414,771 414,771 ----------- ----------- Total current liabilities 1,260,723 1,200,525 Minority interest in consolidated subsidiaries 1,011,294 1,005,237 ----------- ----------- Total liabilities 2,272,017 2,205,762 SHAREHOLDERS' EQUITY Serial preferred stock, without par value -- -- Common shares, without par value 91,375,376 101,661,054 Equity units 10,298,221 -- Less, common shares held by affiliates (403,331) (403,331) Accumulated deficit (37,025,670) (36,129,680) KSOP debt guarantee (414,771) (414,771) ----------- ----------- Total shareholders' equity 63,829,825 64,713,272 ----------- ----------- Total liabilities and shareholders' equity $ 66,101,842 $66,919,034 =========== ===========

CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 1999 and 1998 (unaudited) U.S. Dollars 1999 1998 ----------- ----------- OTHER INCOME Interest $ 286,118 $ 359,257 ----------- ----------- EXPENSES General and administrative 730,658 665,892 Technical services 192,084 196,835 Corporate communications 77,740 127,963 Legal and accounting 124,963 87,864 Foreign currency loss 44,741 25,874 Interest 5,865 11,229 Minority interest in net income of consolidated subsidiaries 6,057 9,139 ----------- ----------- 1,182,108 1,124,796 ----------- ----------- Net loss $ (895,990) $ (765,539) =========== =========== Net loss per share - basic and diluted $ (0.04) $ (0.03) =========== =========== Weighted average common shares outstanding 22,730,840 22,441,829 =========== ===========

CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1999 and 1998 (unaudited) U.S. Dollars 1999 1998 ----------- ----------- Cash Flows from Operating Activities: Net loss $ (895,990) $ (765,539) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 9,683 11,244 Amortization of premium on held-to- maturity securities 22,156 10,694 Foreign currency loss 44,741 25,874 Minority interest in net income of consolidated subsidiaries 6,057 9,139 Changes in current assets and liabilities: Decrease in litigation settlement held in escrow -- 4,500,000 Net decrease (increase) in current assets 260,785 (135,446) Decrease in settlement payable -- (4,500,000) Net increase in current liabilities 60,198 154,684 ----------- ----------- Net cash used by operating activities (492,370) (689,350) ----------- ----------- Cash Flows from Investing Activities: Proceeds from maturities of marketable securities 4,000,000 10,056,187 Purchase of marketable securities (2,648,000) (6,086,598) Purchase of property, plant and equipment (653,088) (729,790) Other 34,531 31,484 ----------- ----------- Net cash provided by investing activities 733,443 3,271,283 ----------- ----------- Cash Flows from Financing Activities: Proceeds from issuance of common shares 12,543 31,000 ----------- ----------- Net cash provided by financing activities 12,543 31,000 ----------- ----------- Change in Cash and Cash Equivalents: Net increase in cash and cash equivalents 253,616 2,612,933 Cash and cash equivalents - beginning of period 2,848,189 12,524,125 ----------- ----------- Cash and cash equivalents - end of period $ 3,101,805 $15,137,058 =========== ===========

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GOLD RESERVE INC. By: s/ Robert A. McGuinness Vice President Finance & CFO May 27, 1999