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                                                                     EXHIBIT 4.2

                                BY-LAW NUMBER TWO


   A By-law respecting the borrowing of money and the issue of securities by
                           GOLDEN STAR RESOURCES LTD.


The directors of the Corporation may from time to time:

(a)     borrow money upon the credit of the Corporation;

(b)     issue, sell or pledge debt obligations of the Corporation, including
        without limitation, bonds debentures, notes or other similar obligations
        of the Corporation whether secured or unsecured;

(c)     charge, mortgage, hypothecate or pledge all or any currently owned or
        subsequently acquired real or personal, movable or immovable property
        of the Corporation, including book debts, rights, powers, franchises
        and undertaking, to secure any such debt obligations or any money
        borrowed, or other debt or liability of the Corporation.

(d)     delegate to such one or more of the officers and directors of the
        Corporation as may be designated by the directors all or any of the
        powers conferred by the foregoing clauses of this By-law to such extent
        and in such manner as the directors shall determine at the time of each
        delegation.


This By-law is effective on May 15, 1992 pursuant to the Certificate of
Amendment issued to the Corporation on May 15, 1992 under the Act.



/s/ David K. Fagin                          /s/ David A. Fennell
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CHAIRMAN                                    PRESIDENT
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                               BY-LAW NUMBER THREE


    A By-law respecting the borrowing of money and the issue of securities by
                           GOLDEN STAR RESOURCES LTD.


The Directors of the Corporation are hereby authorized from time to time:

(a)     to borrow money upon the credit of Corporation in such amounts and on
        such terms as may be deemed expedient by obtaining loans or advances or
        by way of overdraft of otherwise;

(b)     to issue or reissue debt obligations of the Corporation;

(c)     to pledge or sell such debt obligations for such sums and at such prices
        as may be deemed expedient;

(d)     to mortgage, charge, hypothecate, pledge or otherwise create a security
        interest in all or any property real and personal, immovable and
        moveable, undertaking and rights of the Corporation, owned or
        subsequently acquired, to secure any debt obligations of the Corporation
        present or future or any money borrowed or to be borrowed of any other
        debt or liability of the Corporation present or future;

(e)     to give a guarantee on behalf of the Corporation to secure the
        performance of an obligation, of any person present or future;

(f)     to delegate to such officer(s), Director(s) or committee of Directors
        of the Corporation as the Directors may designate all or any of the
        foregoing powers to such extent and such manner as the Directors may
        determine.

This By-law shall remain in force and be binding upon the Corporation as regards
any party acting on the faith thereof until a copy, certified by the Secretary
of the Corporation, of a By-law repealing or replacing this By-law shall have
been received by such party and duly acknowledged in writing.

This By-law is effective May 15, 1992 pursuant to the Certificate of Amendment
issued to the Corporation on May 15, 1992 under the Act.



/s/ David K. Fagin                          /s/ David A. Fennell
----------------------------------          ------------------------------------
CHAIRMAN                                    PRESIDENT