GOLD RESERVE CORP
10-C, 1995-06-27
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                      FORM 10-C

                   REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                             INTERDEALER QUOTATION SYSTEM
                     FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                                 OR 15d-17 THEREUNDER

                               Gold Reserve Corporation
                  -------------------------------------------------
                    (Exact name of issuer as specified in charter)

                  1940 Seafirst Financial Center, Spokane, WA  99201
                  -------------------------------------------------
                      (Address of principal executive's offices)

                                    (509) 623-1500
                  -------------------------------------------------
                   (Issuer's telephone number including area code)

          I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

          Indicate any change (increase or decrease) of five percent or
          more in the number of shares outstanding:

          1.  Title of Security:                             Common Stock
          2.  Number of shares outstanding before change:    19,115,462
          3.  Number of shares outstanding after the change: 20,444,645
          4.  Effective date:                                June 23, 1995
          5.  Method of change:                              Distribution

          Give brief description of transaction:

          Pursuant to a plan of exchange approved by the Company's
          shareholders on May 19, 1995, the Company issued 1,329,183 common
          shares -- 645,261 common shares to former minority shareholders
          of Glandon Company A.V.V.  In consequence of the exchange, Gold
          Reserve de Aruba A.V.V. and Glandon Company A.V.V. are now
          wholly-owned subsidiaries of the Company.

          II. CHANGE IN NAME OF ISSUER

          1.  Name prior to change:                          N/A
          2.  Name after change:                             N/A
          3.  Effective date of charter amendment:           N/A
          4.  Date of shareholder approval of change, 
              if required:                                   N/A

          June 23, 1995     /s/ Robert A. McGuinness, VP Finance & CFO
          _________________________________________________________________
          (Date)            (Officer's signature and title)
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