SecProbe.io

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							April 11, 2005

via facsimile and U.S. mail

Mr. Robert A. McGuinness
Vice President - Finance & Chief Financial Officer
Gold Reserve Inc.
926 West Sprague Avenue, Suite 200
Spokane, Washington  99201

	Re:	Gold Reserve Inc.
		Form 20-F, Filed April 1, 2005
		File No. 001-31819

Dear Mr. McGuinness:

      We have reviewed the above filing and have the following
accounting comments.  Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended December 31, 2004

11.  Differences Between Canadian and U.S. GAAP, page 57

1. We note your accounting under Canadian GAAP allows for the
capitalization of certain exploration costs.  However, under U.S.
GAAP, the costs of acquiring unproven mining properties and any
exploration costs should be expensed as incurred in that you have
no
proven and probable reserves relating to them that support cash
flow
projections or fair value measures required by SFAS No. 144 to
assess
the recoverability of such costs.  You should not capitalize
mining
costs under U.S. GAAP until you are in the development stage as
defined in Industry Guide 7.  In addition, a contract is required
to
be in place to establish proven and probable reserves when there
is
not an active market to sell the minerals. As a result, we have
traditionally required a sales contract or binding letter of
intent
to buy the industrial mineral, before we would accept proven and
probable reserve designation.  Based on your disclosures on page
52
in Note 3, it appears some, if not all, of the capitalized
exploration costs should have been expensed under U.S. GAAP.  As
your
reconciliation to U.S. GAAP in Note 11 does not address these
accounting differences, revisions may be required to appropriately
reflect these accounting differences.  Please revise your
disclosures
as necessary or supplementally support your accounting position
under
U.S. GAAP.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Shannon Buskirk at (202) 942-1826 or Jill
Davis
at (202) 942-1996 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1870 with any other questions.  Direct all correspondence to
the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

Cc:  	Shannon Buskirk
	Jill Davis
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Gold Reserve Inc.
April 11, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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