FORM 20-F/A

     SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 1998

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

     Yukon Territory, Canada
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     (Jurisdiction of incorporation)

     1-14661
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     (Commission File Number)

     926 West Sprague Avenue
     Suite 200
     Spokane, Washington 99201
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     (Address of principal executive offices)

     Securities registered pursuant to Section 12(b) of the Act:  None

     Securities registered pursuant to section 12(g) of the Act:
     Class A Common shares, no par value per share
     (Title of each class)

     The Toronto Stock Exchange
     NASDAQ SmallCap System
     ------------------------------------------------------
     (Name of each exchange on which registered)

     Securities for which there is a reporting obligation pursuant to
     section 15(d) of the Act:  None

     The total number of the registrant's shares outstanding as of
     December 31, 1998:

     Class A common shares, no par value per share 20,842,451
     Class B common shares, no par value per share 2,349,316
     (See Note 1 to the Consolidated Financial Statements)

     Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 12 months (or for such
     shorter period as the registrant was required to file such reports),
     and (2) has been subject to such filing requirements for the past 90
     days. Yes [X]
     

     SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange
     Act of 1934, the registrant certifies that it meets all of the
     requirements for filing on Form 20-F/A and has duly caused this report
     to be signed on its behalf by the undersigned, thereunto duly
     authorized.


                                   GOLD RESERVE INC.

                                   By: s/ Rockne J. Timm
                                       ---------------------------------
                                       Rockne J. Timm, its Chairman of
                                         the Board, President and Chief
                                         Executive Officer
                                       June 10, 1999

                                   By: s/ Robert A. McGuinness
                                       ---------------------------------
                                       Robert A. McGuinness, Vice
                                         President of Finance and Chief
                                         Financial Officer, its Principal
                                         Financial and Accounting Officer
                                       June 10, 1999