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BAKER & MCKENZIE

April 27, 2005
VIA EDGAR TRANSMISSION

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 0404
Washington, D.C. 20549-0404
Attention: Ms. Jill S. Davis

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

Ladies and Gentlemen:

On  behalf of our client, Gold Reserve Inc. (the "Company"),
set  forth  below  is  the response of the  Company  to  the
remaining  comments contained in the Staff's letter  to  Mr.
Robert  A.  McGuinness, Vice President  -  Finance  &  Chief
Financial  Officer,  dated April  11,  2005,  regarding  the
Company's  Form  20-F  filed April 1, 2005.   The  Company's
initial  response was set forth in a letter filed  with  the
Securities  and  Exchange Commission (the  "Commission")  on
April  20,  2005.  As noted previously, the undersigned  and
Mr.  McGuinness have held various phone conferences with Ms.
Jill   Davis  regarding  the  comments  and  the   Company's
preliminary views regarding the issues raised therein.   The
response  below is further to those conversations,  and  the
Company  believes its response is consistent with its  views
on the various issues discussed on those calls.  For ease of
reference, the comments have been repeated below and divided
into  sub-sections, with the response set forth  below  each
sub-section.

Background

Prior to responding to the comments in detail, we believe it
important  to provide the Staff some background  information
about  the  Company and its main mining asset -  the  Brisas
project.

The  Company was incorporated in 1998 under the laws of  the
Yukon  Territory, Canada, in order to re-domicile to  Canada
the   business  of  Gold  Reserve  Corporation,  a   Montana
corporation  formed in 1956.  In February 1999, following  a
shareholder vote, the change in domicile was completed  when
Gold  Reserve Corporation became a subsidiary of the Company
through  an  internal reorganization (the "Reorganization").
The  Company  is  now the successor issuer to  Gold  Reserve
Corporation.   As part of the steps required to  effect  the
Reorganization, a Registration Statement was filed with  the
SEC  on  Form  S-4  in  October 1998.   Following  extensive
comment  from  the  Staff,  the Registration  Statement  was
permitted  to  go  effective in November  1998.   After  the
Reorganization,  a shareholder of the Company  continued  to
own  an  interest  in  the business that  in  aggregate  was
essentially the same as before the Reorganization.

The Company's primary mining asset, the Brisas project, is a
gold/copper deposit located in the Km 88 mining district  of
the   State  of  Bolivar  in  southeastern  Venezuela.   The
Company,  through  its  subsidiaries,  acquired  the  Brisas
project  in  1992.  To date, the Company has  expended  over
US$80  million  on the Brisas project.  These costs  include
property  and  mineral rights, acquisition costs,  equipment
expenditures,  litigation settlement costs  and  exploration
and development costs.  Considerable work has been performed
to  establish  the  Brisas project's  mineral  resource  and
proven  and probable reserves.  In early 2005, Aker Kvaerner
Metals,  Inc.  ("Aker Kvaerner"), with the assistance  of  a
number  of  other consultants, completed a final feasibility
study  with  respect  to the Brisas project.  Based  on  the
positive  conclusions  contained in  the  final  feasibility
study,  management  is  proceeding with  the  financing  and
construction  of  a mine at the Brisas project.   The  final
feasibility   study   followed  the  Company's   preliminary
feasibility study, which was completed in 1998 (prior to the
Reorganization)  and  updated with  additional  drilling  in
2000.   The  original  preliminary  feasibility  study   was
discussed with the Staff in 1998 in response to the  Staff's
comments to the Company's Registration Statement on Form  S-
4.

While prepared by Aker Kvaerner, the final feasibility study
includes  work  performed  by other independent  consultants
under  the  coordination  of Aker Kvaerner.   For  instance,
Pincock   Allen  &  Holt  performed  the  geology,   mineral
resources, proven and probable reserves, mining sections and
the   financial  analysis  for  the  study.   SGS  Lakefield
Research conducted metallurgical pilot plant test work  with
guidance  from  Aker  Kvaerner. Aker Kvaerner  designed  the
metallurgical process flowsheet while the tailings  facility
design,   hydrology   study,   geotechnical   analysis   and
geochemical analysis were completed by Vector Colorado LLC.

In sum, previous activities at the Brisas project include:

  Over 800 drill holes or approximately 181,000 meters of
   drilling
  Independent audits of drilling, sampling, assaying
   procedures and ore reserves methodology
  Extensive geotechnical, geophysical, hydrological and
   geochemical studies
  Environmental baseline work/socioeconomic studies
  Advanced stage grinding and metallurgical testwork,
   including extraction of a 700 tonne bulk sample from
   an underground shaft for large scale metallurgical
   testing
  Tailings dam designs
  Mine planning and milling process flow sheet designs

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.

       Based  in part on the facts described above, as  well
       as   the   results  of  its  preliminary  and   final
       feasibility  studies,  the Company  believes  it  has
       proven  and  probable reserves for  purposes  of  the
       Commission's  Industry Guide 7.   Further,  prior  to
       completion  of  the  final  feasibility  study,   the
       Company requested from Behre Dolbear & Company,  Inc.
       ("Behre  Dolbear")  in May 2003 written  confirmation
       that  Behre Dolbear concurred with the Company's view
       that  it  had  an  adequate basis for supporting  its
       reserve  estimates  under Industry  Guide  7.   Behre
       Dolbear  provided the Company the letter attached  as
       Annex  I.   The  Behre  Dolbear  letter  relates   to
       findings  at the Brisas project dating back to  1999,
       when  the  Company  first engaged  Behre  Dolbear  to
       perform  audit  work  with  respect  to  the   Brisas
       project.   Behre Dolbear had originally  audited  the
       Company's  data  collection procedures  and  modeling
       and  mineral reserve methodology with respect to  the
       preliminary feasibility study completed in  1998,  as
       well as the for the 2000 update.

       As  to  the specific issue of capitalizing  costs  of
       acquiring  unproven  mining properties,  pursuant  to
       the  guidance  contained in EITF 04-3 Mining  Assets:
       Impairment  and  Business Combinations,  the  Company
       believes  that the approximately $11 million  related
       to  acquisition  costs  of  the  Brisas  project  are
       properly     capitalized    and     the     continued
       classification  as an asset on the Company's  Balance
       Sheet   is   supported  by  the   considerable   work
       performed on the Brisas project.

       Costs  incurred on the Brisas project prior  to  1998
       were capitalized pursuant to FASB 144, paragraph  22,
       Fair Value (supersedes FASB 121):

          "The  fair  value of an asset (liability)  is  the
          amount  at which that asset (liability)  could  be
          bought  (incurred) or sold (settled) in a  current
          transaction  between  willing  parties,  that  is,
          other than in a forced or liquidation sale."

       Prior to the preliminary feasibility study, the  cash
       flows  to  support the recoverability of  capitalized
       costs  would  be  realized by the  sale  of  "in-the-
       ground"  gold ounces, which is a common  practice  in
       the   industry.  As  such,  capitalized  costs   were
       recoverable  either in a sales transaction  based  on
       ounces  in  the  ground or as a result  of  gold  and
       copper production in the future.

       Based  on FASB 144, the Company, on an annual  basis,
       evaluated  the  historical average acquisition  price
       paid  per ounce in the ground for gold deposits.  The
       average  price paid times the number of  gold  ounces
       at  the  Brisas  project  consistently  exceeded  the
       carrying value or "fair value" of the Brisas  project
       capitalized costs.

       Costs  incurred since the completion of the  original
       preliminary feasibility study by JE Mincorp  in  1998
       were  development in nature, as the  Company  was  in
       preparation of a commercially mineable deposit.

       Based  on  an analysis of representative transactions
       (the  price paid per gold ounce in the ground)  prior
       to  1998,  and  the  results of the  preliminary  and
       final feasibility studies, management maintains  that
       there  is  a probable future economic benefit  and  a
       reasonable  basis  for capitalizing costs  associated
       with the Brisas project.

       Further,  the Company notes that the reserves  issue,
       as  well as related issues regarding the expensing or
       capitalization  of  the Company's exploration  costs,
       were discussed extensively with the Staff in 1998  at
       the  time of the Reorganization (including as to  the
       results  of  its 1998 preliminary feasibility  study,
       later   updated   in   2000).   Copies   of   related
       correspondence with the Staff are attached  as  Annex
       II  to this letter.  As to issues raised by the Staff
       at  the  time  of the Reorganization, including  with
       respect  to  the  capitalization of  acquisition  and
       exploration  costs,  the  Company  understood   these
       issues had been resolved in 1998 as part of its  move
       to  Canada  at  the time final comments were  cleared
       and  the  Registration  Statement  on  Form  S-4  was
       permitted  to  go  effective.  In  fact,  it  is  the
       Company's  position  that  the  Commission  concurred
       with  its request in the second to last paragraph  in
       the  attached  November  17,  1998  letter  that  "no
       changes  be  made to existing accounting  policy  and
       its  US GAAP financial statements." The Company takes
       this  view, in part, since following discussions with
       the  Company  and  review of related  correspondence,
       the  Staff did not request that the Company take  the
       alternative  accounting position noted  in  the  last
       paragraph of the letter.

       Finally,  to  aid  the Staff in  its  review  of  the
       Company's  response,  as  requested  by  Ms.   Davis,
       attached  as  Annex III is a summary  of  exploration
       and  development  costs  (or the  expensing  thereof)
       since  1998.   The Staff will note that  the  Company
       has  not  capitalized all exploration or  development
       costs.  The Company has capitalized only those  costs
       for  which  it considered capitalization supportable.
       The Company would certainly make itself available  to
       discuss with the Staff the year-by-year numbers.

       You  should  not capitalize mining costs  under  U.S.
       GAAP  until  you  are  in the  development  stage  as
       defined in Industry Guide 7.

       Please  see  our  response above as  to  capitalizing
       costs  in general. In addition, please note,  as  the
       Company  believes it has proven and probable reserves
       within  the meaning of Industry Guide 7 and since  it
       is  proceeding with the financing and construction of
       the  mine, it considers itself a "development  stage"
       company within the meaning of 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.

       The  Company has provided its response in the  letter
       filed with the Commission on April 20, 2005.

       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.

       Please  see  our  response above as  to  capitalizing
       costs  in general. We do note, however, that  Note  3
       on  page  52 contains a typographical error.  Instead
       of  "Capitalized exploration costs"  it  should  read
       "Capitalized  exploration  and  development   costs."
       The  Company  plans  to  correct  such  typographical
       error  with  a simple modification to the  applicable
       line item in prospective filings.

I  would appreciate it if you would please call me at  (713)
427-5018  after  your review of the above responses.   Thank
you for your attention to this matter.

Very truly yours,

/s/ Jonathan B. Newton

Jonathan B. Newton

cc: Mr. Robert A. McGuinness

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