SEC Filing | Gold Reserve LTD

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As filed with the Securities and Exchange Commission on December 4, 2003
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
________________________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Canada N/A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

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

SECOND AMENDED AND RESTATED GOLD RESERVE INC. 1997 EQUITY INCENTIVE PLAN
(Full title of the plan)

ROCKNE J. TIMM
926 West Sprague Avenue, Suite 200
Spokane, Washington 99201
(509) 623-1500
(Name, address and telephone number,
including area code, of agent for service)
with a copy to:

JONATHAN B. NEWTON
Baker & McKenzie
Pennzoil Place
711 Louisiana, Suite 3400
Houston, Texas 77002
(713) 427-5000

CALCULATION OF REGISTRATION FEE

Title of each class Proposed Proposed
of securities to Amount to maximum offering maximum aggregate Amount of
be registered (1) be registered price per share (2) offering price (2) registration fee
________________________________________________________________________________________________

Class A Common Shares,
no par value 500,000 Shares $5.46 $2,730,000 $220.86
Class A Common Share
Purchase Rights 500,000 Rights N/A N/A N/A (3)

(1) The Class A Common Shares, no par value per share (the "Class A Common
Shares"), of Gold Reserve Inc. (the "Company") being registered hereby relate
to the Second Amended and Restated Gold Reserve Inc. 1997 Equity Incentive
Plan (the "1997 Plan"). Pursuant to Rule 416 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), there are also being
registered such additional Class A Common Shares and associated Class A
Common Share Purchase Rights as may become issuable pursuant to the
anti-dilution provisions of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low per share prices of the Class A
Common Shares on December 2, 2003, as reported on the American Stock
Exchange.

(3) In accordance with Rule 457(g), no additional registration fee is
required in respect of the Class A Common Share Purchase Rights.

INCORPORATION BY REFERENCE

The issuance of the additional 500,000 Class A Common Shares, and Class A
Common Share Purchase Rights attaching to such shares, being registered
hereby shall be issued under the Plan, which was amended as of March 14,
2003, to increase the number of Class A Common Shares available for issuance
under the Plan. The issuance of these additional 500,000 Class A Common
Shares, and Class A Common Share Purchase Rights attaching to such shares,
was approved pursuant to the terms of the Plan by the Board of Directors and
shareholders of the Company on March 14, 2003 and June 11, 2003,
respectively. Pursuant to Instruction E of Form S-8, the contents of the
following Registration Statements on Form S-8 of (1) Gold Reserve
Corporation, as assumed by the Company as successor issuer, as filed with the
Securities and Exchange Commission: (a) Registration Statement on Form S-8
(Registration No. 033-61113), as amended; (b) Registration Statement on Form
S-8 (Registration No. 033-58700), as amended; (c) Registration Statement on
Form S-8 (Registration No. 033-69912), as amended; and (d) Registration
Statement on Form S-8 (Registration No. 033-35595); and (2) the Company as
filed with the Securities and Exchange Commission: Registration Statement on
Form S-8 (Registration No. 333-56495), as amended, are incorporated herein by
reference.

Item 8. Exhibits

The following are filed as exhibits to this Registration Statement:

Exhibit
Number Description
4.1 Second Amended and Restated Gold Reserve Inc. 1997 Equity
Incentive Plan*

4.2 Restated Articles of Incorporation of the Company, filed
November 20, 1998 (incorporated by reference to Exhibit No. 3.1
to the Company's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Securities and
Exchange Commission on November 27, 1998)

4.3 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2
to the Company's Registration Statement on Form S-4 (Registration
No. 333-68061) filed with the Securities and Exchange Commission
on November 27, 1998)

4.4 Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference to
Exhibit No. 3 to the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on October 2, 2003)

4.5 Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-4 (Registration No. 333-68061) filed with the Securities and
Exchange Commission on November 27, 1998)

5.1 Opinion of Austring, Fendrick, Fairman & Parkkari *

23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*

23.2 Consent of PricewaterhouseCoopers LLP*

24.1 Power of Attorney (included on the signature page of the Registration
Statement)*
_______________
* Filed herewith.

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, on December 4, 2003.

GOLD RESERVE INC.

By: /s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board, President and
Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature appears below hereby
authorizes and appoints Rockne J. Timm as his attorney-in-fact to sign on his
behalf individually and in the capacity stated below all amendments and
post-effective amendments to this Registration Statement as that
attorney-in-fact may deem necessary or appropriate.

Signature Title Date

/s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer) December 4, 2003

/s/ Robert A. McGuinness
ROBERT A. McGUINNESS
Vice President Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer) December 4, 2003

/s/ A. Douglas Belanger
A. DOUGLAS BELANGER
Executive Vice President and
Director December 4, 2003

/s/ James P. Geyer
JAMES P. GEYER
Senior Vice President and Director December 4, 2003

/s/ James H. Coleman
JAMES H. COLEMAN
Director December 4, 2003

/s/ Patrick D. McChesney
PATRICK D. McCHESNEY
Director December 4, 2003

/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN
Director December 4, 2003

/s/ Jean Charles Potvin
JEAN CHARLES POTVIN
Director December 4, 2003

EXHIBIT INDEX

Exhibit Number Description

4.1 Second Amended and Restated Gold Reserve Inc. 1997 Equity
Incentive Plan*

5.1 Opinion of Austring, Fendrick, Fairman & Parkkari *

23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*

23.2 Consent of PricewaterhouseCoopers LLP*

24.1 Power of Attorney (included on the signature page of the Registration
Statement)*
________________
* Filed herewith.

EXHIBIT 4.1

Second Amended and Restated Gold Reserve Inc.
1997 Equity Incentive Plan
(formerly the Gold Reserve Corporation 1997 Equity Incentive Plan)

SECTION 1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN

ESTABLISHMENT. Gold Reserve Inc., a Yukon corporation (the "Company"), the
parent company of Gold Reserve Corporation, a Montana corporation hereby
adopts and assumes the "1997 EQUITY INCENTIVE PLAN" (the "Plan") originally
established by Gold Reserve Corporation, as amended in this First Amendment
and Restatement, for the key employees, directors and consultants of the
Company and its Subsidiaries. The Plan permits the grant of Stock Options,
Stock Appreciation Rights and Restricted Stock.

PURPOSE. The Purpose of the Plan is to advance the interests of the Company
and its Subsidiaries and promote continuity of management by encouraging and
providing key employees, directors and consultants with the opportunity to
acquire an equity interest in the Company and to participate in the increase
in shareholder value as reflected in the growth in the price of the shares of
the Company's Stock and by enabling the Company and its Subsidiaries to
attract and retain the services of key employees, directors, and consultants
upon whose judgment, interest, skills, and special effort the successful
conduct of its operations is largely dependent.

EFFECTIVE DATE. The Plan, as amended hereby, shall become effective on the
date it is adopted by the Board of the Company, subject to the approval by
the affirmative vote of the majority of shareholders present and voting at a
duly held meeting of shareholders or by written consent of the majority of
outstanding shareholders. The original Plan was effective January 30, 1997.

SECTION 2. DEFINITIONS, CONSTRUCTION

DEFINITIONS. Whenever used herein, the following terms shall have their
respective meanings set forth below:
a) "Act" means the Securities Act (Ontario), as amended.

b) "Board" means the Board of Directors of the Company, which shall determine
all matters concerning Options, Restricted Stock and Stock Appreciation Rights
granted to Eligible Directors.

c) "Change in Capitalization" means any increase or reduction in the number
of shares of Stock, or any change (including, but not limited to, a change in
value) in the shares of Stock or exchange of shares of Stock for a different
number or kind of shares or other securities of the Company or any other
corporation or other entity, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, split-up,
issuance of warrants, rights or debentures, change in the exercise price or
conversion price under any warrants, rights or debenture as a result of any
event, stock dividend, stock split or reverse stock split, extraordinary
dividend, property dividend, combination or exchange of shares or otherwise.

d) A "Change in Control" means an event or series of events after the
Effective Date by which (i) any "person" or group of persons acting "jointly
or in concert" (as such terms are used in Section 1 and 91 of the Act)
becomes the "beneficial owner" (as defined in Section 90 of the Act),
directly or indirectly, of more than 50% of the aggregate voting power of all
the capital Stock of the Company normally entitled to vote in the election of
directors or (ii) during any period of two consecutive calendar years,
individuals who at the beginning of such period constituted the Board
(together with any new directors whose election by the Board or whose
nomination for election by the Company's stockholders was approved by a vote
of at least a majority of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination was
previously so approved) cease for any reason to constitute a majority of the
directors then in office.

e) "Code" means the U.S. Internal Revenue Code of 1986, as amended.

f) "Committee" means a committee of the Board designated to administer the
Plan. If no Committee is designated or is administering the Plan, all
references to the Committee herein shall refer to the Board.

g) "Company" means Gold Reserve Inc., a Yukon corporation, and any successors
thereto.

h) "Disability" means the inability to engage in any substantial activity by
reason of any medically determinable, physical or mental impairment that can
be expected to result in death or that has lasted or can be expected to last
for a continuous period of not less than 12 months.

i) "Eligible Participant" means any key employee, director or consultant
designated by the Committee as eligible to participate in the Plan pursuant
to Section 3.

j) "Fair Market Value" means the closing sales price or the United States
Dollar equivalent of the closing sales price at which a share of the Stock is
reported to have traded on the day immediately preceding the grant date as
reported on the Principal Market for the Stock; and if there is no trade on
such date, the Fair Market Value means the closing sales price or the United
States Dollar equivalent of the closing sales price on the most recent date
previous to such grant date as reported on the Principal Market for the
Stock. If no Fair Market Value has been established in accordance with the
foregoing, Fair Market Value shall be the value established by the Board in
good faith and, in the case of an incentive stock option, in accordance with
Section 422 of the Code.

k) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan an Option may be either
(i) an "incentive stock option" within the meaning of Section 422 of the Code
or (ii) a "nonstatutory stock option."

l) "Option Agreement" means the agreement evidencing the grant of an Option
as described in Section 6.

m) "Option price" means the price at which Stock may be purchased pursuant to
an Option.

n) "Optionee" means a person to whom an Option has been granted under the
Plan.

o) "Participant" means an Eligible Employee, Director or a consultant who has
been granted and, at the time of reference, holds an Option, Restricted Stock
or Stock Appreciation Right.

p) "Period of Restriction" means the period during which shares of Restricted
Stock are subject to restrictions pursuant to Section 9 of the Plan.

q) "Principal Market for the Stock" means the exchange on which the majority
of the Stock was traded over the last twelve months. This includes The
Toronto Stock Exchange ("TSE"), the NASDAQ Electronic Interdealer Quotation
System ("NASDAQ System") or, in the event the Company lists its shares in the
future, a national U.S. securities exchange.

r) "Restricted Stock" means Stock granted pursuant to Section 9 of the Plan.

s) "Stock" means the Class A Common Shares of the Company, no par value per
share.

t) "Stock Appreciation Right" means the right to receive the increase in the
value of Stock subject to an Option in lieu of purchasing such Stock.

u) "Subsidiary" means any present or future subsidiary of the Company, as
defined in Section 424(f) of the Code.

All numbers, except when otherwise indicated by the context, the singular
shall include the plural, and the plural shall include the singular.

SECTION 3. ELIGIBILITY AND PARTICIPATION

ELIGIBILITY AND PARTICIPATION. Eligible Participants in the Plan shall be
selected by the Committee from among those officers, directors, employees,
and consultants of the Company and its Subsidiaries who, in the opinion of
the Committee, are in a position to contribute materially to the Company's
continued growth and development and to its long-term financial success. The
maximum number of shares for which Options may be granted to any one person
in any year is 300,000 shares. In addition, the total number of shares
reserved for issuance to any one person pursuant to options cannot exceed 5%
of shares outstanding.

SECTION 4. STOCK SUBJECT TO PLAN

NUMBER. The total number of new shares of Stock subject to issuance under the
Plan is 2,500,000. In addition, any shares of Stock subject to options
previously issued under existing plans of Gold Reserve Corporation, a wholly
owned subsidiary of the Company, that as a result of forfeiture become
subject to reissuance under the terms of such plans, shall be reissued and
administered pursuant to the Plan.

UNUSED STOCK; UNEXERCISED RIGHTS. If any shares of Stock are subject to an
Option, which for any reason expires or is terminated unexercised as to such
shares, or any shares of Stock subject to a Restricted Stock grant made under
the Plan are re-acquired by the Company pursuant to Section 9 of the Plan,
such shares shall again become available for issuance under the Plan.

EXERCISE OF STOCK APPRECIATION RIGHT. Whenever a Stock Appreciation Right is
exercised and payment of the amount determined in Section 8 is made in cash,
the shares of Stock allocable to the portion of the Option surrendered may
again be the subject of Options or Restricted Stock hereunder. Whenever a
Stock Appreciation Right is exercised and payment of the amount determined in
Section 8 is made in shares of Stock, only the net shares issued upon exercise
of the Stock Appreciation Right will be deemed utilized in the Plan.

ADJUSTMENT IN CAPITALIZATION.

a) In the event of a Change in Capitalization, the Committee shall
conclusively determine the appropriate adjustments, if any, to (i) the
maximum number and class of shares of Stock or other securities with respect
to which Options or Restricted Stock may be granted under the Plan; (ii) the
number and class of shares of Stock or other securities which are subject to
outstanding Options or Restricted Stock granted under the Plan, and the
purchase price therefor, if applicable, and (iii) the maximum number of
shares of Stock or other securities with respect to which Options or Stock
Appreciation Rights may be granted during the term of the Plan.

b) Any such adjustment in the shares of Stock or other securities subject to
outstanding incentive stock options (including any adjustments in the
purchase price) shall be made in such a manner as not to constitute a
modification as defined by Section 424(h)(3) of the Code and only to the
extent otherwise permitted by Sections 422 and 424 of the Code.

c) If, by reason of a Change in Capitalization, a grantee of Restricted Stock
shall be entitled to, or an Optionee shall be entitled to exercise an Option
with respect to new, additional or different shares of Stock or securities,
such new, additional or different shares shall thereupon be subject to all of
the conditions, restrictions and performance criteria which were applicable to
the Restricted Stock or Stock subject to the Option, as the case may be, prior
to such Change in capitalization.

SECTION 5. DURATION OF PLAN

DURATION OF PLAN. The Plan shall remain in effect, subject to the Board's
right to earlier terminate the Plan pursuant to Section 12 hereof, until all
Stock subject to the Plan shall have been purchased or acquired pursuant to
the provisions hereof. Notwithstanding the foregoing, no Option, Stock
Appreciation Right or Restricted Stock may be granted under the Plan on or
after the tenth anniversary of the original Effective Date.

SECTION 6. OPTION GRANTS

GRANT OF OPTIONS. Subject to Sections 4 and 5, Options may be granted to
Eligible Participants and Eligible Directors at any time and from time to
time as determined by the Committee, as the case may be. The Committee shall
have complete discretion consistent with the terms of the Plan in determining
whether to grant Options, the number of Options to be granted, and whether an
Option is to be an incentive stock option within the meaning of Section 422
of the Code or a nonstatutory stock option. Nothing in this Section 6 of the
Plan shall be deemed to prevent the grant of nonstatutory stock options in
excess of the maximum established by Section 422 of the Code.

OPTION AGREEMENT. Each Option shall be evidenced by an Option Agreement that
shall specify the type of Option granted, the Option Price, the duration of
the Option, the number of shares of Stock to which the Option pertains and
such other provisions as the Committee or the Board, as the case may be,
shall determine.

OPTION PRICE. The Option Price for each Option shall be determined by, or in
the manner specified by, the Committee or the Board provided that no Option
shall have an Option Price that is less than the Fair Market Value of the
Stock on the date the Option is granted (110% of Fair Market Value in the
case of an incentive stock option granted to any person who owns Stock
possessing more than 10% of the total combined voting power of all classes of
Stock of the Company or any Subsidiary, known as a "Ten Percent Stockholder").

DURATION OF OPTIONS. Each Option shall have a maximum duration of ten years
from the time it is granted, except that an incentive stock option granted to
a Ten Percent Stockholder shall have a maximum duration of five years from the
time it is granted.

EXERCISE OF OPTIONS. Each Option granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee or the Board, as the case may be, shall in each instance approve.
Such restrictions and conditions need not be the same for each Participant.

SECTION 7. TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS

PAYMENT. The Option Price shall be payable to the Company or a Subsidiary in
full upon exercise of an Option either (i) in cash or its equivalent, (ii) at
the discretion of the Committee or the Board, as the case may be, by tendering
shares of Stock held by the Optionee for more than six months having a Fair
Market Value at the time of exercise equal to the Option Price, (iii) by a
combination of (i) and (ii), or (iv) cashless exercise methods which are
generally permitted by law, whereby a broker sells the shares to which the
Option relates or holds such shares as collateral as may be the case. The
proceeds from any such payments shall be added to the general funds of the
Company or a Subsidiary and shall be used for general corporate purposes.
Where payment for the exercise of an Option is made as provided in (ii)
above, only the net shares issued upon exercise of the Option will be deemed
utilized in the Plan
The Company or a Subsidiary may from time to time or at any time advance
funds to holders of Options granted under the Plan on a short-term basis
solely for the purpose of enabling such holders to exercise their Options.
All such advances will be evidenced in writing, will provide for the payment
of interest on terms then prevailing and will be secured by pledges of the
Shares issuable upon the exercise of the Options and if such Shares are to be
resold, the proceeds of such sale. It is presently anticipated that no such
advance will remain outstanding for more than a period of thirty days.

RESTRICTIONS ON STOCK TRANSFERABILITY. The Committee or the Board, as the
case may be, may impose such restrictions on any shares of Stock acquired
pursuant to the exercise of an Option under the Plan as it may deem
advisable, including, without limitation, restrictions under applicable
provincial securities law, under applicable U.S. federal securities law,
under requirements of any stock exchange upon which such shares of Stock are
then listed and under any U.S. blue sky or state securities laws applicable
to such shares.

TERMINATION DUE TO RETIREMENT. The Option Agreement may provide that if the
employment of the Optionee is terminated due to the Retirement (as
hereinafter defined) of the Optionee, or if the directorship of the Optionee
expires, any then outstanding options under the Plan may be exercised at any
time prior to the earlier of the expiration date of the Options or twelve
(12) months after the date of retirement. For purposes of the Plan,
Retirement shall mean any termination of employment with the Company
occurring after the completion of ten (10) years of service with the Company
and the attainment of age sixty (60) by the Optionee.

TERMINATION DUE TO DEATH OR DISABILITY. The Option Agreement may provide that
the rights of an Optionee under any then outstanding Option granted to the
Optionee pursuant to the Plan if the employment or directorship of the
Optionee is terminated by reason of death or Disability shall survive for up
to the earlier of the expiration date of the Options or one year after such
death or Disability.

TERMINATION OF EMPLOYMENT FOR CAUSE. Anything contained herein to the
contrary notwithstanding, if the termination of an Optionee's employment with
the Company or a Subsidiary is as a result of or caused by the Optionee's
theft or embezzlement from the Company or a Subsidiary, the violation of a
material term or condition of his or her employment, the disclosure by the
Optionee of confidential information of the Company or a Subsidiary,
conviction of the Optionee of a crime of moral turpitude, the Optionee's
stealing trade secrets or intellectual property owned by the Company or a
Subsidiary, any act by the Optionee in competition with the Company or a
Subsidiary, or any other act, activity or conduct of the Optionee which in
the opinion of the Committee is adverse to the best interests of the Company
or a Subsidiary, then any Options and any and all rights granted to such
Optionee thereunder, to the extent not yet effectively exercised, shall
become null and void effective as of the date of the occurrence the event
which results in the Optionee ceasing to be an employee or director of the
Company or a Subsidiary, and any purported exercise of an Option by or on
behalf of said Optionee shall following such date shall be of no effect.

INVOLUNTARY TERMINATION OF EMPLOYMENT. Options granted under the Plan after
the Effective Date of this Amended and Restated Plan may be exercised at any
time prior to the earlier of the expiration date of the Options or within
thirty (30) days after the involuntary termination of employment (as
hereinafter defined) of the Optionee with the Company, but the options may
not be exercised for more than the number of shares, if any, as to which the
options were exercisable by the Optionee immediately prior to such
termination of employment, as determined by reference to the terms and
conditions specified at the time such options were granted. For purposes of
the Plan, involuntary termination of employment shall mean any termination of
an Optionee's employment with the Company by reason of the discharge, firing
or other involuntary termination of an Optionee's employment by action of the
Company other than an involuntary termination for cause as described in the
paragraph above.

VOLUNTARY TERMINATION OF EMPLOYMENT. Options granted under the Plan after the
Effective Date of this Amended and Restated Plan may be exercised at any time
prior to the earlier of the expiration date of the Options or within ninety
(90) days after the voluntary termination of employment (as hereinafter
defined) of the Optionee with the Company, but the options may not be
exercised for more than the number of shares, if any, as to which the options
were exercisable by the Optionee immediately prior to such termination of
employment, as determined by reference to the terms and conditions specified
at the time such options were granted. For purposes of the Plan "Voluntary
Termination of Employment" shall mean any voluntary termination of employment
with the Company by reason of the Optionee's quitting or otherwise voluntarily
leaving the Company's employ other than a voluntary termination of employment
by reason of Retirement or voluntary termination of employment constituting a
termination for cause as described above.

TRANSFERABILITY AND EXERCISABILITY OF OPTIONS. Neither the whole nor any part
of any incentive option shall be transferable by the Optionee or by operation
of law during such Optionee's lifetime. An incentive option may be exercised
during the lifetime of the Optionee only by the Optionee. At such Optionee's
death an Option or any part thereof shall only be transferable by such
Optionee's will or by the laws of descent and distribution. Any incentive
option, and any and all rights granted to an Optionee thereunder, to the
extent not theretofore effectively exercised, shall automatically terminate
and expire upon any sale, transfer or hypothecation, or any attempted sale,
transfer or hypothecation of such Option or rights, or upon the bankruptcy or
insolvency of the Optionee. Any nonstatutory option granted hereunder may be
transferred to the extent provided by the Committee in the nonstatutory
option agreement or duly executed amended nonstatutory option agreement.

SECTION 8. STOCK APPRECIATION RIGHTS

STOCK APPRECIATION RIGHTS. The Committee or the Board, as the case may be,
may, in its discretion, in connection with the grant of an Option, grant to
the Optionee Stock Appreciation Rights, the terms and conditions of which
shall be set forth in an agreement. A Stock Appreciation Right shall cover
the same shares of Stock covered by the Option (or such lesser number of
shares of Stock as the Committee or the Board may determine) and shall,
except as provided in this Section 8, be subject to the same terms and
conditions as the related Option. Stock Appreciation Rights shall be subject
to the following terms and provisions:
a) A Stock Appreciation Right may be granted either at the time of grant, or
at any time thereafter during the term of the Option if related to a
nonstatutory stock option; or only at the time of grant if related to an
incentive stock option.

b) A Stock Appreciation Right will entitle the holder of the related Option
upon exercise of the Stock Appreciation Right, to surrender such Option or
any portion thereof to the extent unexercised, and to receive payment of an
amount determined by multiplying (i) the excess of the weighted average
trading price on the Principal Market for the Stock for the five (5) trading
days immediately preceding the date of exercise of such Stock Appreciation
Right over the Option Price under the related Option, by (ii) the number of
shares as to which such Stock Appreciation Right has been exercised.

Notwithstanding the foregoing, the agreement evidencing the Stock
Appreciation Right may limit in any manner the amount payable with respect to
any Stock Appreciation Right.

c) A Stock Appreciation Right will be exercisable at such time or times and
only to the extent that a related Option is exercisable, and will not be
transferable except to the extent that such related Option may be
transferable. A Stock Appreciation Right granted in connection with an
incentive stock option shall be exercisable only if the Fair Market Value of
the Stock on the date of exercise exceeds the Option Price in the related
Option.

d) Upon the exercise of a Stock Appreciation Right, the related Option shall
be cancelled to the extent of the number of shares of Stock as to which the
Stock Appreciation Right is exercised, and upon the exercise of an Option
granted in connection with a Stock Appreciation Right, the Stock Appreciation
Right shall be canceled to the extent of the number of shares of Stock as to
which the Option is exercised or surrendered.

e) A Stock Appreciation Right may be exercised by an Optionee only by a
written notice delivered in person or by mail to the Secretary of the Company
at
the Company's principal executive office, specifying the number of shares of
Stock with respect to which the Stock Appreciation Right is being exercised.
The Optionee shall deliver the agreement evidencing the Stock Appreciation
Right being exercised and the agreement evidencing any related Option to the
Secretary of the Company who shall endorse thereon a notation of such
exercise and return such agreement to the Optionee.

f) Payment of the amount determined under Subsection (b) may be made by the
Company in the discretion of the Committee or the Board, as the case may be,
solely in whole shares of Stock in a number determined at their Fair Market
Value on the date preceding the date of exercise of the Stock Appreciation
Right or solely in cash, or in a combination of cash and Stock. If payment is
made in Stock and the amount payable results in a fractional share, payment
for the fractional share will be made in cash.

g) No Stock Appreciation Right may be exercised within three months after it
is granted.

h) Subject to the terms of the Plan, the Committee or the Board, as the case
may be, may modify outstanding awards of Stock Appreciation Rights or accept
the surrender of outstanding awards of Stock Appreciation Rights (to the
extent not exercised) and grant new awards in substitution for them.
Notwithstanding the foregoing, no modification of an award of Stock
Appreciation Rights shall adversely alter or impair any rights or obligations
under the agreement granting such Stock Appreciation Rights without the
Optionee's consent.

SECTION 9. RESTRICTED STOCK

GRANT OF RESTRICTED STOCK. Subject to Sections 4 and 5, the Committee or the
Board, as the case may be, at any time and from time to time, may grant
Restricted Stock under the Plan to such Eligible Participants and in such
amounts as it determines in its sole discretion, but not in excess of 500,000
shares. Each grant of Restricted Stock shall be made pursuant to a written
agreement which shall contain such restrictions, terms and conditions as the
Committee or the Board may determine in its discretion. Restrictions upon
Restricted Stock shall be for such period or periods (herein called
"Period(s) of Restriction") and on such terms and conditions as the Committee
or the Board may, in its discretion, determine.

TRANSFERABILITY. Except as provided in this Section 9, the shares of
Restricted Stock granted hereunder may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated for such period of time as
shall be determined by the Committee or the Board, as the case may be, and
shall be specified in the Restricted Stock grant, or upon earlier
satisfaction of other conditions set forth in the Restricted Stock grant.

OTHER RESTRICTIONS. The Committee or the Board, as the case may be, may
impose such other restrictions on any shares of Restricted Stock granted to
any Participant pursuant to the Plan as it may deem advisable including,
without limitation, restrictions under applicable provincial, U.S. federal or
state securities laws, and shall legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

CERTIFICATE LEGEND. In addition to any legends placed on certificates
pursuant to Section 9 hereof, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

"The sale or other transfer of the shares of Stock represented by this
certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer set forth in Gold Reserve Inc.'s
1997 Equity Incentive Plan and Restricted Stock agreement dated ___________
[TO BE COMPLETED WITH THE DATE OF GRANT]. A copy of the Plan and such
Restricted Stock agreement may be obtained from the Secretary of Gold Reserve
Inc."

REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Section 9,
shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan shall become freely transferable by the Participant after the last
day of the Period of Restriction. Once the shares are released from the
restrictions, the Participant shall be entitled to have the legend required
by Section 9 removed from his Stock certificate.

VOTING RIGHTS. During the Period of Restriction, Participants holding shares
of Restricted Stock granted hereunder may exercise full voting rights with
respect to those shares.

DIVIDENDS AND OTHER DISTRIBUTIONS. During the period of restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect
to those shares while they are so held. If any such dividends or
distributions are paid in shares of Stock, such shares shall be subject to
the same restrictions as the shares of Restricted Stock with respect to which
they were paid.

SECTION 10. BENEFICIARY DESIGNATION

BENEFICIARY DESIGNATION. Subject to Sections 7 and 9, each Participant may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be
paid in case of the Participant's death before he or she receives any or all
of such benefit. Each designation will revoke all prior designations by the
same Participant, shall be in a form prescribed by the Committee and will be
effective only when filed by the Participant in writing with the Committee
during the life time of the Participant. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be
paid to the estate of the Participant.

SECTION 11. RIGHTS OF PARTICIPANTS

EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any way the
right of the Company or any Subsidiary to terminate any Participant's
employment, directorship or service at any time nor confer upon any
Participant any right to continue in the employ or service or as a director
of the Company or any Subsidiary. No person shall have a right to be selected
as an Eligible Participant or, having been so selected, to be selected again
as an Optionee or recipient of Restricted Stock. The preceding sentence shall
not be construed or applied so as to deny a person any participation in the
Plan solely because he or she was a Participant in connection with a prior
grant of benefits under the Plan.

SECTION 12. ADMINISTRATION; POWERS AND DUTIES OF THE COMMITTEE AND THE BOARD

ADMINISTRATION. The Committee shall be responsible for the administration of
the Plan as it applies to Eligible Participants other than directors, and the
Board shall be responsible for the administration of the Plan as it applies to
Eligible Directors, subject to Section 2. The Committee, by majority action
thereof, is authorized to interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan, to provide for conditions
and assurances deemed necessary or advisable to protect the interests of the
Company and its Subsidiaries, and to make all other determinations necessary
or advisable for the administration of the Plan, but only to the extent not
contrary to the express provision of the Plan. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to
the provisions of the Plan shall be final and binding and conclusive for all
purposes and upon all persons whomsoever. No member of the Committee shall be
personally liable for any action, determination or interpretation made or
taken in good faith with respect to the Plan, and all members of the
Committee shall be fully indemnified by the Company with respect to any such
action, determination or interpretation.

CHANGE IN CONTROL. Without limiting the authority of the Committee as
provided herein, the Committee, either at the time Options or shares of
Restricted Stock are granted, or, if so provided in the applicable Option
Agreement or Restricted Stock grant, at any time hereafter, shall have the
authority to take such actions as it deems advisable, including the right to
accelerate in whole or in part the exercisability of Options and/or to reduce
the Period of Restriction upon a Change in Control. The Option Agreement and
Restricted Stock grants approved by the Committee may contain provisions
which, if there is a Change in Control, accelerate the exercisability of
Options and/or the Period of Restriction automatically or at the discretion
of the Committee or if the Change in Control is approved by a majority of the
members of the Board or depending such other criteria as the Committee may
specify. Nothing herein shall obligate the Committee to take any action upon
a Change in Control.

AMENDMENT, MODIFICATION AND TERMINATION OF PLAN. The Board may, at any time
and from time to time, modify, amend, suspend or terminate the Plan in any
respect. Amendments to the Plan shall be subject to stockholder approval to
the extent required to comply with any exemption to the short swing-profit
provisions of Section 16 (b) of the U.S. Exchange Act of 1934, as amended
pursuant to rules and regulations promulgated thereunder, with the exclusion
for performance-based compensation under Code Section 162 (m), or with the
rules and regulations of any securities exchange on which the Shares are
listed. The Board may also modify or amend the terms and conditions of any
outstanding Award, subject to the consent of the holder and consistent with
the provisions of the Plan. No amendment, modification or termination of the
Plan shall in any manner adversely affect any Option, Stock Appreciation
Right or Restricted Stock theretofore granted to any Participant under the
Plan, without the consent of that Participant.

INTERPRETATION. Unless otherwise expressly stated in the relevant Agreement,
any grant of Options, Stock Appreciation Rights or performance-vesting
Restricted Stock is intended to be performance-based compensation and
therefore not subject to the deduction limitation set forth in Section
162(m)(4)(C) of the Code .

SECTION 13. TAX WITHHOLDING

TAX WITHHOLDING. At such times as a Participant recognizes taxable income in
connection with the receipt of shares, securities, cash or property hereunder
(a "Taxable Event"), the Participant shall pay to the Company or, if
instructed by the Committee or its delegate, the Subsidiary that employs the
Participant an amount equal to the Canadian or U.S. federal, state and local
income taxes and other amounts as may be required by law to be withheld by
the Company or, if instructed by the Committee or its delegate, the
Subsidiary that employs the Participant in connection with the Taxable Event
(the "Withholding Taxes"). Prior to the issuance, or release from escrow, of
such shares or the payment of such cash Company shall have the right to
deduct from any payment of cash to a Participant an amount equal to the
Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes.
In satisfaction of his obligation to pay Withholding Taxes to the Company, or,
if instructed by the COMMITTEE or its delegate, the Subsidiary that employs
the Participant, the Participant may make a written election (the "Tax
Election"), which may be accepted or rejected in the discretion of the
Committee, to have withheld a portion of the shares of Stock then issuable
having an aggregate Fair Market Value, on the date preceding the date of such
issuance, equal to the Withholding Taxes.

SECTION 14. REQUIREMENTS OF LAW

REQUIREMENTS OF LAW. The granting of Options or Restricted Stock, and the
issuance of shares of Stock upon the exercise of an Option shall be subject
to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

GOVERNING LAW. The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the Province of Ontario without
giving effect to the choice of law principles thereof.

LISTING, ETC. Each Option or share of Restricted Stock is subject to the
requirement that, if at any time the Committee or the Board, as the case may
be, determines, in its discretion, that the listing, registration or
qualification of Stock issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the grant of an Option or the issuance
of Stock, no Options or Restricted Stock shall be granted or payment made or
shares of Stock issued, in whole or in part, unless such listing,
registration, qualification, consent or approval has been effected or
obtained free of any conditions which are unacceptable to the Committee or
the Board, acting in good faith.

RESTRICTION ON TRANSFER. Notwithstanding anything contained in the Plan or
any Agreement to the contrary, if the disposition of Stock acquired pursuant
to the Plan is not covered by a then current registration statement under the
U.S. Securities Act of 1933, as amended, and is not otherwise exempt from such
registration, such Stock shall be restricted against transfer to the extent
required by said Act, and Rule 144 or other regulations thereunder. The
Committee or the Board, as the case may be, may require anyone receiving
Stock pursuant to an Option or Restricted Stock granted under the Plan, as a
condition precedent to receiving such Stock, to represent and warrant to the
Company in writing that such Stock is being acquired without a view to any
distribution thereof and will not be sold or transferred other than pursuant
to an effective registration thereof under said Act or pursuant to an
exemption applicable under said Act, or the rules and regulations promulgated
thereunder. The certificates evidencing any shares of such Stock shall be
appropriately legended to reflect their status as restricted securities.

Notwithstanding anything contained in the Plan or any agreement to the
contrary, stock issued pursuant to the Plan in reliance on an exemption from
the prospectus requirements of the securities legislation of a province of
Canada may be subject to restrictions on transfer.

EXHIBIT 5.1

AUSTRING, FENDRICK, FAIRMAN & PARKKARI
BARRISTERS & SOLICITORS

LORNE N. AUSTRING DEBRA L. FENDRICK THE DRURY BUILDING
H. SHAYNE FAIRMAN KEITH D. PARKKARI 3081 Third Avenue
KATHLEEN M. AVERY GREGORY A. FEKETE Whitehorse, Yukon
STACY K. HENNINGS Y1A 4Z7

PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL: laustring@lawyukon.com
OUR FILE NO: 014910-21

December 1, 2003

Gold Reserve Inc.
Suite 200
926 West Sprague Avenue
Spokane, Washington, USA
99201

Dear Sirs/Mesdames:

Re: Securities and Exchange Commission Form S-8

We are Yukon counsel to Gold Reserve Inc., a corporation incorporated under
the laws of the Yukon Territory (the "Company"). The Company intends to file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") on Form S-8 under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers (a)
500,000 Class A Common Shares, no par value per share, of the Company (the
"Class A Common Shares"), including the Class A Common Share Purchase Rights
attaching to such shares pursuant to that certain Shareholder Rights Plan
Agreement, dated as of June 11, 2003, between the Company and Computershare
Trust Company of Canada (the "Rights Agreement"), which shall be issued
pursuant to the Gold Reserve 1997 Equity Incentive Plan, as amended (the "
1997 Plan"), and (b) such additional Class A Common Shares as may become
issuable pursuant to the anti-dilution provisions of the Plan (such shares
are collectively referred to as the "Securities").

In rendering this opinion we have examined such corporate records, documents
and instruments of the Company and such certificates of public officials,
have received such representations from officers of the Company, and have
reviewed such questions of law as in our judgment are necessary, relevant or
appropriate to enable us to render the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all corporate records, documents and instruments submitted to
us as originals, the conformity to original documents of all documents
submitted to us as conformed, certified or photostatic copies thereof, and
the authenticity of the originals of such conformed, certified or photostatic
copies.

Based upon such examination and review and upon representations made to us by
officers of the Company, we are of the opinion that upon issuance and delivery
of the Securities in accordance with the terms and conditions of the Plan and,
as appropriate, the Rights Agreement, and upon receipt by the Company of the
full consideration for the Securities as determined pursuant to the Plan and,
as appropriate, the Rights Agreement, the Securities will be validly issued,
fully paid and nonassessable.

This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Yours truly,

s/ Austring, Fendrick, Fairman & Parkkari

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 2003 relating to the
consolidated financial statements of Gold Reserve Inc., which appears in Gold
Reserve Inc.'s Annual Report on Form 20-F for the year ended December 31, 2002.

s/ PricewaterhouseCoopers LLP
Chartered Accountants

Vancouver, B.C., Canada
November 24, 2003