SecProbe.io

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August 30, 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 August 5, 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, June 24, and
July 15, 2005. The July 15, 2005, response also enclosed an amended and
restated Form 20-F/A (the "Form 20-F/A"), marked to show proposed changes
responsive to the Staff's comments.

For ease of reference, the Staff's comments in response to the Company's
August 5, 2005 submission have been repeated below, with the Company's
response set forth underneath. In addition, attached hereto for your
consideration are additional marked pages for the Form 20-F/A the Company
proposes to file upon approval from the Staff.

_______________

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

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

We have reviewed your response to prior comment number one and continue to be
unable to agree with your conclusions. Please explain, under your
interpretation of how to account under for mine project costs prior to the
determination of proven and probable reserves, as defined by Industry Guide
7, why these capitalized costs were not impaired under US GAAP during any of
the periods 1998 through the present. We note that during that time frame
gold commodity prices experienced sustained low prices and that it was not
until 2003 that gold prices remained above US$300 per ounce.

Please tell us whether or not events occurred which triggered the need for
you to evaluate these assets for impairment. If not, please explain why.

If you did evaluate your assets for impairment:

Please tell us what events triggered this requirement.

Please explain the method used to evaluate these assets for impairment and
the assumptions used.

We may have further comment.
_______________

Further to our previous discussions, the Tuesday, August 16, 2005 call with
the Company, its accountants and attorneys and the Staff, and written
responses, the Company reiterates that it believes it had a reasonable basis
for continuing to carry previously capitalized costs related to the Brisas
project on its balance sheet for U.S. GAAP purposes.

This belief is based on the results of its communications with the Staff in
1998, the advice of Behre Dolbear Inc. who in 2003 noted that they believed
the Company had an adequate basis under its pre-feasibility study for
supporting the estimated mineral reserves under Industry Guide 7, the annual
test of impairment (discussed with the Staff on the August 16, 2005 call)
whereby the Company concluded annually that the carrying value of the Brisas
project had not been impaired and the results of the 2005 Bankable
Feasibility Study.

However, notwithstanding the Company's belief that it has a reasonable basis
for continuing to carry previously capitalized costs related to the Brisas
project on its balance sheet for U.S. GAAP purposes, the Company has
concluded that, as a result of its discussions with the Staff and after
consultation with its independent accountants, it will amend its Form 20-F,
Note 11. Differences Between Canadian and U.S. GAAP and expense previously
capitalized costs (excluding acquisition costs) for U.S. GAAP purposes for
periods prior to January 1, 2005, which represents costs incurred prior to
the completion of the Bankable Feasibility Study. The Company's proposed
re-draft of Note 11 is shown below.

As a result of this write off, there is no reason to evaluate impairment for
U.S. GAAP purposes. For Canadian GAAP purposes the Company capitalizes costs
on properties where it has found mineralized material that does not meet all
the criteria required for classification as proven or probable reserves and
such costs have the characteristics of property, plant and equipment and it
has a reasonable basis for future recovery. On an annual basis the carrying
value of the Brisas project was evaluated for conditions that would give rise
for the need to write-off all or a portion of the amounts capitalized. Based
on Canadian GAAP no impairment has occurred and as a result, no adjustments
have been made to the carrying value of Brisas project.

11. 	Differences Between Canadian and U.S. GAAP:

The Company prepares its consolidated financial statements in accordance with
generally accepted accounting principles (GAAP) in Canada. The effect of the
principal measurement differences between U.S. and Canadian GAAP are
summarized below.
                              Canadian GAAP        Change        U.S. GAAP

2004

Total assets                $  86,605,531   $  (37,990,343)A,C   $  48,615,188
Total shareholders' equity     84,176,058      (37,990,343)A,C      46,185,715
Net loss                       (5,482,629)      (4,877,262)B,C     (10,359,891)
Cash flow used by operations   (3,958,098)      (6,268,328)C       (10,226,426)
Cash flow (used) provided
  by investing activities      (3,661,795)       6,268,328 C         2,606,533

2003

Total assets                $  67,030,482   $  (31,651,868)A,C   $  35,378,614
Total shareholders' equity     65,138,471      (31,651,868)A,C      33,486,603
Net loss                       (3,707,336)      (7,704,726)B       (11,412,062)
Cash flow used by operations   (2,898,151)                          (2,898,151)
Cash flow provided
  by investing activities       2,731,267                            2,731,267

2002

Total assets                $  59,842,523   $  (34,724,809)A,C   $  25,117,714
Total shareholders' equity     58,412,021      (34,724,809)A,C      23,687,212
Net loss                       (3,008,122)      (1,162,804)B        (4,170,926)
Cash flow used by operations   (2,244,724)                          (2,244,724)
Cash flow used
  by investing activities      (1,948,269)                          (1,948,269)

For U.S. GAAP purposes, the Company accounts for stock-based employee
compensation arrangements using the intrinsic value method. Had the fair
value method of accounting been used under U.S. GAAP, the net loss would have
been 4,690,986, 11,818,170 and 4,183,919 for the years ended December 31,
2004, 2003 and 2002, respectively.

A	Under U.S. GAAP, marketable securities would be divided between
held-to-maturity securities and available-for-sale securities. Those
securities classified as available-for-sale would be recorded at market value
and the unrealized gain or loss would be recorded as a separate component of
shareholders' equity.

B	For U.S. GAAP purposes, the Company accounts for stock-based employee
compensation arrangements using the intrinsic value method prescribed in
Accounting Principles Board (APB) Opinion No.25, "Accounting for Stock Issued
to Employees". Under U.S. GAAP, when the exercise price of certain stock
options is amended (the "Repricing "), these options are accounted for as
variable compensation from the date of the effective Repricing. Under this
method, following the repricing date, compensation expense is recognized when
the quoted market value of the Company's common shares exceeds the amended
exercise price. Should the quoted market value subsequently decrease, a
recovery of a portion, or all of the previously recognized compensation
expense will be recognized. For U.S. GAAP purposes, the Company will adopt
SFAS 123, "Accounting for Stock Based Compensation" effective January 1,
2005. SFAS 123 requires the use of the fair value method of accounting for
stock based compensation. This standard is consistent with the revised
provisions of CICA 3870, which was adopted by the Company for Canadian GAAP
effective January 1, 2004. For U.S. GAAP, the Company will apply the modified
retrospective method of adoption included in SFAS 148 and will adjust
shareholders' equity in 2005 as if the fair value based accounting method in
this statement had been used to account for all employees awards granted,
modified or settled in fiscal years beginning after December 14,1994. This
standard is consistent with the revised provisions of CICA 3870, adopted for
Canadian GAAP effective January 1, 2004.

C	Under Canadian GAAP we capitalize mine development costs after proven and
probable reserves have been established. We also capitalize costs on
properties where we have found non-reserve material that does not meet all
the criteria required for classification as proven or probable reserves.
Under US GAAP, exploration and development expenditures incurred on
properties where mineralization has not been classified as a proven and
probable reserve under SEC rules are expensed as incurred. Accordingly,
certain expenditures are capitalized for Canadian GAAP purposes but expensed
under US GAAP.

_____________

Engineering Comments

General

Disclosure of two price levels may confuse investors, particularly in the
table on page 14, where it is unclear if the $400 price is related to
after-tax 9.1 percent rate-of-return and net present values. To clarify your
disclosure:

Please remove the disclosure about $400 gold prices and $1.00 copper prices
from page 13.

Please revise the disclosure in the table on page 14 to relate to the
rate-of-return to the gold price. If you wish to disclose a rate-of-return
for a $400 gold price, disclose the after-tax rate-of-return for the reserves
estimated using a $350 gold price.

_____________

As the Company has noted previously, mineral reserves contained in the
Company's 2004 Form 20-F are calculated using $350 gold and $.90 copper
which, by definition, also includes an economic analysis at $350 and $0.90,
as the economics of the project at $350 and $0.90 must be positive in order
to have proven and probable reserves. Thereafter, the published Bankable
Feasibility Study economic model was calculated using $400 gold and $1.00
copper, which is more representative of near term gold and copper prices. In
order to make the two items of disclosure more clear to the reader, the
Company has modified the table on page 14 of the Form 20-F/A as follows:

The following are the key assumptions contained in the 2005 Bankable
Feasibility Study:

Proven and probable reserves using $350 per ounce of gold and $0.90 per pound
of copper:
_____________________________________________________________

Proven Reserves               193.2 million tonnes;
                              0.71 g/t gold and 0.12% copper
Probable Reserves             221.3 million tonnes;
                              0.68 g/t gold and 0.13% copper
Strip ratio (waste: ore)      1.81:1
Mine Life                     16 years
Mill throughput               70,000 tonnes per day "Hardrock" ore
                              6,000 tonnes per day "Sulfide" saprolite
                              6,000 tonnes per day "Oxide" saprolite
Plant Metal recoveries
     gold                     83.1%
     copper                   87.0%
Net payable Metals
     gold                     82.4%
     copper                   83.0%
Life of Mine Production (payable metals)
     gold                     7.59 million ounces
     copper                   979 million pounds
Average annual
  gold production             486,000 ounces
Average annual
  copper production           63 million pounds
Average annual copper
  concentrate production      124,000 metric tonnes

Economic Model Results using $400 per ounce of gold and $1.00 per pound
of copper:
_____________________________________________________________

Total cash operating cost
(on site and off site)        $5.26 per tonne ore
Initial capital cost          $552.4 million
Working capital               $39.3 million
Ongoing capital               $132.3 million
Cash Operating cost *         $154 per ounce of gold
Production Taxes              $13 per ounce of gold
Total Cash costs *            $167 per ounce of gold
Capital Cost Amortization     $96 per ounce of gold
Total Cost                    $263 per ounce of gold

IRR, NPV and Payback using:
   per ounce of gold and:              $400                 $350
   per pound of copper                $1.00                 $0.90
___________________________________________________________________
Internal rate of return (After-Tax)      9.1%              5.2%
Project net present value (After-Tax)
                            @ 0%        $711 million     $384 million
                            @ 5%        $207 million      $12 million
Project payback                           8 years          10.8 years
* Net of copper by product credit

________________

3. Based on our review of the supplemental information and a discussion with
your staff, we note that to mine your entire Brisas orebody, you must have an
agreement with the neighboring landowner(s) to mine waste from the neighbor's
lands, so that you can mine right up to the boundary. In an area associated
with your reserve estimate disclosure, please disclose that:

part of the reserve estimate is contingent to gaining a back-slope mining
agreement with the neighboring owner(s), and

the percentage reduction that would be made in the reserve estimate, if you
are unable to attain the back-slope agreement.

________________

As the Company noted in previous discussions with the Staff, the Company does
not currently have a formal set-back or high-wall agreement with the owners
(the Venezuelan government) of the adjacent property to the north. However,
based on discussions with the Ministry of Basic Industries and Mining
("MBIAM"), the Company expects to enter into a formal or informal agreement
in the future based on the following reasons:

The government of Venezuela through the MBIAM owns the Las Cristinas ("LC")
property that is located to the north and contiguous to the Brisas project.
The government of Venezuela transferred LC to Corporacion Venezolana de
Guayana ("CVG") a government-owned industrial corporation to facilitate the
exploitation of the LC mineralization. CVG subsequently contracted the mining
rights to Crystallex International Corporation ("KRY"), but not the mining
concession. The Company has been advised that KRY, as the mining contractor
and not a concession holder, cannot independently block or grant a set-back
agreement with its neighbors.

The Company understands that Venezuelan mining and environmental regulations
require the rational exploitation of mineralization and prohibits the
development of permanent structures over mineralization as well as prohibits
development efforts that hinder or negatively impact the rights of neighbors.

The Company's original mine plan has already been approved by the Venezuelan
government. This plan includes maps showing the encroachment on to LC in
order to allow the Company to rationally exploit the mineralization contained
within the Company's concession. Although the LC and Brisas mineralization is
contained within one ore body, all material including any mineralization
contained outside of the Brisas concession is considered to be waste for
purposes of the Brisas mine plan.

Approval of the Company's operating plan acknowledges that the Company, a
Venezuelan government entity or its subcontractor will mine the area between
the pits with the extracted ore delivered to the appropriate property owner.
The Company has had discussions with the MBIAM where it offered to mine the
area and either process the ore and deliver the equivalent value in cash or
metals or delive