As filed with the U.S. Securities and Exchange Commission on April 23, 2013 Registration No. 333-186851 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 to Form F-3 Registration Statement Under the Securities Act of 1933 GOLD RESERVE INC. (Exact Name of Registrant as Specified in Its Charter) Yukon Territory, Canada (State or Other Jurisdiction of Incorporation or Organization) N/A (IRS Employer Identification No.) 926 W. Sprague Avenue, Suite 200 Spokane, Washington 99201 Tel: 862.841.1403 (Address and Telephone Number of Registrant’s Principal Executive Offices) Rockne J. Timm 926 W. Sprague Avenue, Suite 200 Spokane, Washington 99201 Tel: 862.841.1403 (Name, Address and Telephone Number of Agent For Service) Copy to: Albert G. McGrath, Jr. Baker & McKenzie LLP 2300 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 Tel: 862.841.1403 Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ] If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ] The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED APRIL 23, 2013 The information in this prospectus is not complete and may be changed. The selling securityholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted . GOLD RESERVE INC. 7,959,265 Class A Common Shares, $16,236,000 5.50% Senior Subordinated Convertible Notes due 2014 and Up to 4,059,000 Class A Common Shares Issuable Upon Conversion of the Notes On December 4, 2012, we consummated the restructuring of $101.3 million of our $102.3 million outstanding 5.50% Senior Subordinated Convertible Notes due June 15, 2022 (“2022 Notes”). In connection with the restructuring, we paid $33.8 million in cash, and issued $42.2 million in equity (representing 12,412,501 Class A common shares at $3.40 per share), $25.3 million in 5.50% Senior Subordinated Convertible Notes due 2014 (the “notes”) and contingent value rights to holders of our 2022 notes. This prospectus covers resales from time to time by the selling securityholder named under “Selling Securityholder” of any or all of the Class A common shares and notes held by the selling securityholder and any shares of Class A common shares issuable upon conversion of the notes. We will not receive any proceeds from the resale by the selling securityholder of the Class A common shares or notes hereunder. The Class A common shares and notes may be offered from time to time by the selling securityholder through ordinary brokerage transactions, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices and in other ways as described in the “Plan of Distribution.” The Class A common shares being offered include (a) 7,959,265 Class A common shares issued in the Restructuring Transaction, as described in this prospectus under “Material Changes” and (b) up to 4,059,000 Class A common shares issuable upon conversion of the notes. The notes bear interest at a rate of 5.50% per annum. We will pay interest on the notes on June 15 and December 15 of each year. The notes will mature on June 29, 2014. Holders of the notes may convert their notes into 250 Class A common shares per $1,000 principal amount of indebtedness evidenced by the notes (which is equivalent to a conversion price of $4.00 per share), subject to adjustment upon the occurrence of certain events. The notes are our general unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness, and senior in right of payment to our future subordinated debt. The notes are evidenced by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”). Except as described in this prospectus, beneficial interests in the global note will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirect participants. Our Class A common shares are listed for trading on the TSX Venture under the symbol “GRZ.V” and on the OTCQB under the symbol “GDRZF.” On April 15, 2013, the closing sale price of the common shares as reported by the TSX Venture and OTCQB was Cdn$3.00 and $2.90, respectively. We do not intend to apply for a listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system. An investment in the common shares is speculative and involves a high degree of risk. See “Risk Factors” beginning on Page 5. You should read this document and documents incorporated by reference into this prospectus before you invest. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2013. Table of Contents Page ABOUT THIS PROSPECTUS 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 CAUTIONARY NOTE REGARDING DIFFERENCES IN U.S. AND CANADIAN REPORTING PRACTICES 2 CURRENCY AND EXCHANGE RATES 2 PROSPECTUS SUMMARY 3 RISK FACTORS 5 USE OF PROCEEDS 13 PRICE RANGE OF CLASS A COMMON SHARES AND THE NOTES 13 CAPITALIZATION AND INDEBTEDNESS 14 RATIO OF EARNINGS TO FIXED CHARGES 15 DESCRIPTION OF OUR SHARE CAPITAL 15 DESCRIPTION OF THE NOTES 16 SELLING SECURITYHOLDER 32 PLAN OF DISTRIBUTION 33 MATERIAL CHANGES 34 ARTICLES OF INCORPORATION AND BY-LAWS 35 CERTAIN TAX CONSIDERATIONS 35 WHERE YOU CAN FIND INFORMATION 45 LEGAL MATTERS 45 EXPERTS 45 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 45 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 46 You should rely only upon the information contained in, or incorporated by reference into, this document. We have not, and the selling securityholder has not, authorized any other person to provide you with different information. No other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this document is accurate only as of the date on the front cover of this document. Our business, financial condition, results of operations and prospects may have changed since that date. - i - ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 that we filed with the United States Securities and Exchange Commission (“SEC”) with respect to 12,018,265 shares of our Class A common stock and $16,236,000 of our notes which may be offered and sold from time to time in one or more offerings by the selling securityholder named under “Selling Securityholder.” We may add to or modify in a prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated into this prospectus by reference. To the extent that any statement made in a prospectus supplement conflicts with statements made in this prospectus, the statements made in the prospectus supplement will be deemed to modify or supersede those made in this prospectus. The rules of the SEC allow us to incorporate by reference certain information into this prospectus. See “Incorporation of Certain Information by Reference” for a description of the documents from which information is incorporated, and where you may obtain a copy of such documents. You should read both this prospectus, especially the information discussed under “Risk Factors,” and any prospectus supplement together with the information described in this prospectus under “Where You Can Find More Information.” Unless the context requires otherwise, reference in this prospectus to “we,” “us,” “our,” “Gold Reserve” or the “Company” refers to Gold Reserve Inc. and its subsidiaries. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information presented or incorporated by reference in this document contains both historical information and forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act (Ontario)) that may state our intentions, hopes, beliefs, expectations or predictions for the future. In this report, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause our actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Forward-looking statements involve risks and uncertainties, as well as assumptions that may never materialize, prove incorrect or materialize other than as currently contemplated which could cause our results to differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “anticipate,” “expect,” “intend,” “estimate,” “plan,” “may,” “could” and other similar expressions that are predictions of or indicate future events and future trends which do not relate to historical matters, identify forward-looking statements.

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