Filed Pursuant to Rule 433
                                           Registration No. 333-133746
                                           May 3, 2006



Issuer:           Gold Reserve Inc. ("Gold Reserve" or the "Company"),
                  a Canadian company.

Offering:         New issue of 3,335,000 million Class A common shares
                  (the "Shares"), before giving effect to any exercise
                  of the Over-Allotment Option.

Amount:           Approximately C$30.0 million (approximately C$34.5
                  million, assuming full exercise of the Over-Allotment
                  Option).

Offering Price:   $9.00 per Share

Currency:         The offering price of the Shares is payable in
                  Canadian dollars only.

Over-Allotment
 Option:          The Company has granted the underwriters an option
                  (the "Over-Allotment Option"), exercisable for a
                  period of 30 days from the date of closing of the
                  Offering, to purchase up to an additional 500,250
                  Shares at the Offering Price.

Use of Proceeds:  The Company intends to use the net proceeds from
                  the Offering to fund ongoing development of the
                  Company's Brisas Project, to fund the Company's
                  initial obligations under its engineering procurement
                  and construction management contract with SNC-Lavalin
                  Engineers & Constructors, Inc. and, to a lesser extent
                  to fund ongoing exploration of its Choco 5 project.

Offering Basis:   Marketed offering by way of a short form prospectus
                  filed in all provinces of Canada (except Quebec), Form
                  F-10 registration statement filed in the U.S. under the
                  multi-jurisdictional disclosure system ("MJDS") and on
                  a private placement basis internationally.  The
                  registration statement is not yet effective.

Dividend Policy:  The Company has not paid any cash dividends on its Class
                  A common shares since the date of its incorporation.  The
                  Company intends to retain its earnings, if any, to finance
                  the growth and development of its business and does not
                  expect to pay cash dividends on the common shares in the
                  foreseeable future.

Eligibility:      The Shares will be eligible for RRSPs, RRIFs, DPSPs and
                  RESPs.

Listing:          The Shares of the Company currently trade on the Toronto
                  Stock Exchange and the American Stock Exchange under the
                  symbol "GRZ".

Closing:          On or about May 15, 2006.


The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and
other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling toll-free
1-800-461-2275.  No offer to buy the securities can be accepted and no part
of the purchase price can be received until the registration statement has
become effective, and any  such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time prior to notice of its
acceptance given after the effective date.