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Baker & McKenzie Letterhead

July 15, 2005
VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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 further response of the Company to the comments contained in the
Staff's letter to Mr. Robert A. McGuinness, Vice President - Finance & Chief
Financial Officer, dated June 14, 2005, regarding the Company's Form 20-F
filed April 1, 2005. The Company's previous responses to these and related
comments were set forth in letters filed with the Securities and Exchange
Commission (the "Commission") on April 20, April 27, June 20, and June 24,
2005. For ease of reference, the comments have been repeated below, with the
response set forth underneath. In addition, attached hereto for your
consideration is an amended and restated Form 20-F/A (the "Form 20-F/A"),
marked to show proposed changes, which Form 20-F/A the Company proposes to
file upon approval from the Staff. Various of the responses to comments below
reference such changes in the Form 20-F/A.

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

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

1. We have reviewed your responses to prior comment 1. Based on the
information provided in your response we are unable to agree with your
conclusions. We note that:

no amounts were expensed for exploration activities through the periods ended
December 31, 2004;

under your accounting policy for Canadian GAAP, as noted on page 49,
"exploration costs incurred in locating areas of potential mineralization are
expensed as incurred. Exploration costs of properties or working interests
with specific areas of potential mineralization are capitalized at cost
pending the determination of a property's economic viability";

you do not identify any differences in your accounting for exploration costs
between Canadian and US GAAP in your reconciliation footnote beginning on
page 57; and,

as of the year ended December 31, 2004 it is unclear that you had designated
proven and probable reserves for US GAAP, as defined by the Commission's
Industry Guide 7, which can be found on our website at:
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

Accordingly, it appears that you were in the exploration stage through the
periods ended December 31, 2004 and all costs incurred related to acquired
and potential properties represent exploration costs and under US GAAP, are
expensed as incurred. Please revise your US GAAP reconciliation to account
for exploration costs as an expense as incurred.

Further to our previous discussions and written responses, the Company notes
the following:

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.

As to the issue of capitalizing costs related to the exploration and
development of the Brisas project, the Company believes that it has a
reasonable basis for the continued capitalization of costs related to the
Brisas project. Prior to the early 1990s it was generally accepted practice
to capitalize the costs in question. Thereafter, the Commission revised
certain aspects of its position regarding capitalization of exploration
costs, but allowed companies such as Gold Reserve, which had historically
capitalized pre-proven and probable expenditures to continue to do so.
Sometime thereafter it appears the Commission revised its position on the
"grandfathering" provisions and advised issuers they could no longer carry
these costs on the balance sheet.

In 1998 as part of the Staff's review of a proposed reorganization plan, the
Company had extensive discussions with the Staff regarding reserves as well
as related issues regarding the expensing or capitalization of the Company's
exploration costs. 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.

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.

Based in part on the facts described above, the results of its preliminary
feasibility study in 1998 and especially the results of the final feasibility
study in January 2005, the Company believes it has proven and probable
reserves for purposes of the Commission's Industry Guide 7 and a reasonable
basis for continuing to carry the costs associated with the development of
the Brisas project on it balance sheet,

Finally, as requested by Ms. Davis, attached is a summary of annual
exploration and development costs since inception.

Engineering Comments

General

2. We note that in several locations in this document you disclose that
reserves are calculated in accordance with N.I. 43-101. Please disclose your
reserves according to Industry Guide 7. If you chose to disclose your
reserves the meet the requirements of N.I. 43-101, please do so and reconcile
the two estimates. Please remove any references to the SME standards.

The Company believes that its reserves as set forth in its originally filed
Form 20-F conform to the reserve disclosure requirements under Industry Guide
7, subject only to the clarification in the Form 20-F/A as to definitions
which differ in certain respects between N.I. 43-101 and Industry Guide 7.
References to SME have been deleted as reflected in the draft Form 20-F/A.

3. Please revise your disclosure in your use of the term "development" to
reflect the fact that under Industry Guide 7, the term "development" applies
only after you have designated reserves based on bankable feasibility.
Eliminate other uses of the term "development."

The Company considers itself to be in the development stage pursuant to N.I.
43-101 and, as a result of the fact that the Company received a final
feasibility study in early 2005, also considers itself to be in the
development stage pursuant to Industry Guide 7. However, to the extent the
word "development" is used to describe the status or stage of the project,
the requested change has been made as reflected in the draft Form 20-F/A
attached hereto.

4. Please minimize duplication of disclosure throughout document.

We have streamlined disclosure where possible without having to make
wholesale, non-substantive changes to the originally filed Form 20-F, as
reflected in the draft Form 20-F/A attached hereto.

Recent Developments, page 4
---------------------------

5. In your discussion of certain Venezuelan taxes and import duties, please
expand your discussion as to why these taxes and duties are not included in
your cost estimate. Wherever, this disclosure in made in the document, revise
accordingly.

Costs of certain Venezuelan value added taxes and import duties are not
currently included in the initial cost of the project because Venezuelan law
provides for exoneration of or an exemption from paying such taxes. The
requested clarifying changes have been made to the draft Form 20-F/A attached
hereto.

6. Please provide a risk factor that addresses the uncertainty of your
obtaining financing for your project, particularly in light of political
events in Venezuela.

The Company believes such a risk factor already appears under the heading:
"RISK FACTORS - Obtaining funding for project planning, construction and
development and related operating activities is essential to the Company's
future plans."  Related issues are addressed under "RISK FACTORS - Our mining
assets are concentrated in Venezuela and our operations could be disrupted."

Information on the Company, page 10
-----------------------------------

Properties, page 11
-------------------

7. Proven and probable reserves are disclosed in your documents. Please
forward to our engineer as supplemental information and not as part of the
registration statement, information that establishes the legal, technical and
economic feasibility of the materials designated as reserves, as required by
Section C of SECis Industry Guide 7. Also please forward to us the basis for
your estimates of resources.

This includes:

Property and geologic maps,

Description of your sampling and assaying procedures,

Drill-hole maps showing drill intercepts,

Representative geologic cross-sections and drill logs,

Description and examples of your cut-off calculation procedures,

Cutoffs used for each category of reserve and resource,

Justifications for the drill hole spacings used at various classification
levels,

A detailed description of your procedures for estimating "reserves" and
"resources,"

All reserve and/or resource audit reports that were produced for your
property in the last three years,

Copies of pertinent engineering and geological reports, and feasibility
studies or mine plans (including cash flow analyses) concerning your property
that are needed to establish the existence of reserves as defined in Industry
Guide 7.

A detailed permitting and government approval schedule and explanation for
the project, particularly identifying the primary construction approval(s)
and your current location on that schedule.

Please provide the name and phone number for a technical person our engineer
may call, if he has technical questions about your reserves. If there are any
questions concerning the above request, please phone the Mining Engineer noted
below. If possible, provide supplemental information in electronic form using
.pdf files.

The Company provided the requested information on June 20, 2005 in its letter
to Mr. Roger Baer and discussed them in various conversations with Mr. Baer
most recently on July 6, 2005.

8. Please disclose your reserves in a table, noting metallurgical recovery,
metal prices and currency conversion factors in footnotes.

The Company's mineral reserve table (Properties-Mineral Reserve Estimate,
page 16 of originally filed 20F) has been revised to include metallurgical
recovery rates. Metal prices were provided as previously filed. Currency
conversion rates are not included as all amounts are in U.S. Dollars.

9. You disclose that your reserve estimates are based on prices of $400 per
ounce and $1.00 per pound, as well as $350 and 90 cents respectively. Please
clarify this disclosure. Preferably remove the disclosure about the $400/$1
prices.

The draft Form 20-F/A attached hereto clarifies that the $400 per ounce and
$1.00 per pound amounts relate only to the economic model case in the final
feasibility study. Mineral reserves are calculated at $350 per ounce gold and
$0.90 per pound copper.

10. The term "world class" is a subjective term. Please provide us with
objective third party support for your statement or delete it.

We have deleted this term, per your request, as reflected in the draft Form
20-F/A attached hereto.

11. Please provide disclosure as to the after tax rate of return for the
project, or provide a detailed assessment as to why you are not disclosing
your rate of return and project net present value on an after-tax basis.

The after tax rate of return and net present value have been included in the
draft Form 20-F/A.

12. Concerning your disclosure in your "Mineral Resource Estimate" section,
your disclosure using non-Commission "resource" estimates is allowed for
Canadian incorporated companies under the exception in Instruction 3 to
Paragraph (b)(5) of Industry Guide 7. Please always disclose your measured
and indicated resources separately from your inferred resources, using
separate tables and narratives. Resources should only be reported as "in
place" tonnage and grade, and should not be disclosed as units of product,
such as ounces of gold or pounds of copper. The relative quality, reliability
and risk associated with each group of estimates must be clearly distinguished
and conveyed to the average non-technical reader.

The measured and indicated resources are disclosed separately in a table. The
inferred resource is disclosed in a paragraph below the table. The resource
disclosure was revised to only include in-place tonnage and grade. A
reference to the glossary of terms contained in the appendix has been
included to help the reader understand the terminology used therein.

Before the Measured and Indicated Resource table, please insert the following
including the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Measured and
Indicated Resources

This section uses the terms "measured" and "indicated resources."  We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into reserves.

The legend above has been inserted in the draft Form 20-F/A attached hereto.

Before the Inferred Resource table, please insert the following including the
indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term "inferred resources."  We advise U.S. investors
that while this term is recognized and required by Canadian regulations, the
U.S. Securities and Exchange Commission does not recognize it. "Inferred
resources" have a great amount of uncertainty as to their existence, and
great uncertainty as to their economic and legal feasibility. It cannot be
assumed that all or any part of an Inferred Mineral Resource will ever be
upgraded to a higher category. Under Canadian rules, estimates of Inferred
Mineral Resources may not form the basis of feasibility or prefeasibility
studies, except in rare cases. U.S. investors are cautioned not to assume
that part or all of an inferred resource exists, or is economically or
legally minable.

The legend above has been inserted in the draft Form 20-F/A attached hereto.

13. Please remove the metric mineral resources table, and provide disclosure
that the disclosed reserves are the part of the mineral resources that are
designated as commercially viable. Note that the mineral resources estimate
does not represent material that exists in addition to the reserve materials.

The requested changes have been made to the draft Form 20-F/A attached hereto.

Concerning your mineral reserve table, please disclose the metallurgical
recoveries expected.

14. The requested changes have been made to the draft Form 20-F/A attached
hereto.

Directors, Senior Management and Employees, page 25
----------------------------------

15. Please disclose:

Relevant professional training or technical credentials in the exploration,
development and operations of metal mines of all officers and directors, and
the names of companies they have worked for, as well as their positions at
those companies.

The approximate percent of their time that the officers worked on affairs o