Exhibit 14

                           GOLDEN STAR RESOURCES LTD.

                                 COMPANY POLICY

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 CODE OF ETHICS FOR DIRECTORS, SENIOR EXECUTIVE AND FINANCIAL OFFICERS AND OTHER
                               EXECUTIVE OFFICERS
                           (Updated January 31, 2006)

The  business  of  Golden  Star  Resources  Ltd.  (the  "Corporation")  shall be
conducted with honesty and integrity and in accordance  with the highest ethical
and legal  standards.  This Code of Ethics (the  "Code") has been adopted by the
Corporation  pursuant to Section 406 of the  Sarbanes-Oxley  Act of 2002 and the
rules of the American Stock Exchange in order to provide  written  standards and
guidance to the Corporation's directors,  principal executive officer, principal
financial  officer,   principal   accounting  officer  or  controller  or  those
performing  similar  functions,  and any "executive  officers" (as defined under
Rule  16a-1(f)  of the  Securities  Exchange  Act of 1934,  as  amended)  of the
Corporation not named above (collectively, "Covered Persons") to promote:

1.   Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

2.   Compliance with applicable governmental laws, rules and regulations;

3.   Full, fair, accurate,  timely, and understandable disclosure in reports and
     documents  that the  Corporation  files with, or submits to, the Securities
     and  Exchange  Commission  and in other public  communications  made by the
     Corporation;

4.   The prompt  internal  reporting of violations of the Code to an appropriate
     person or persons identified in the Code; and

5.   Accountability for adherence to the Code.

This Code is the sole code of ethics adopted by the Corporation for the purposes
of Section 406 of the  Sarbanes-Oxley  Act and the rules of the  American  Stock
Exchange.  Insofar as other policies or procedures of the Corporation  govern or
purport to govern the behavior or activities of Covered  Persons,  such policies
and  procedures  are  superseded by this Code to the extent that they overlap or
conflict  with the  provisions  of this Code.  In  addition,  such  policies and
procedures  shall not be deemed in any way to define or broaden the  obligations
of Covered Persons under this Code.

1.       Honest and Ethical Conduct

The Corporation is committed to compliance with the highest ethical standards in
pursuing its business  interests,  and expects  Covered Persons to observe those
standards.  Stated generally,  the ethical standards to which the Corporation is
committed, and for which all Covered Persons are individually  accountable,  are
as follows:


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A.   Conducting  the  Corporation's   business  in  compliance  with  applicable
     governmental laws, rules, and regulations.

B.   Dealing  ethically with employees,  contractors,  suppliers,  customers and
     others.

C.   Avoiding  situations  where  personal  interests  are,  or appear to be, in
     conflict with the Corporation's interests.

D.   Responsibly  using  and  protecting  the  Corporation's  assets,  including
     property, equipment, facilities, funds and information.

E.   Maintaining confidentiality of nonpublic information and not acting on such
     information for personal gain.

Some of these ethical standards are discussed in more detail below.

2.       Compliance with Law

The  Corporation  and  all  Covered  Persons  should  respect  and  comply  with
applicable  laws,  rules and regulations of Canada and the United States and the
other  countries  and  state,  local  and  other   jurisdictions  in  which  the
Corporation conducts its business.

The  Corporation  is subject to legal  requirements  that are both  numerous and
complex.  All Covered  Persons  should  undertake to understand  those laws that
apply to them in the performance of their jobs and take steps to ensure that the
Corporation's   operations  with  which  they  are  involved  are  conducted  in
conformity  with those  laws.  The  failure of Covered  Persons to adhere to the
letter and the spirit of the law could  result in both  personal  and  corporate
criminal liability.  Each Covered Person is personally responsible for complying
with the law.

3.       Conflicts of Interest

All  Covered  Persons  have  a  duty  to  avoid  business,  financial  or  other
relationships  which might either conflict with the  Corporation's  interests or
compromise  their loyalty to the  Corporation.  A "conflict of interest"  exists
when a  person's  private  interest  interferes  or  conflicts,  or  appears  to
interfere or conflict,  with the  interests of the  Corporation  or the person's
duties to the  Corporation.  Conflicts of interest may also arise when a person,
or members of his or her family, receives improper personal benefits as a result
of his or her position in the Corporation.

Covered  Persons  are  prohibited  from (a)  taking  for  themselves  personally
opportunities  that properly belong to the Corporation or are discovered through
the use of corporate  property,  information  or position;  (b) using  corporate
property,  information or position for personal gain; and (c) competing with the
Corporation.

4.       Public Reporting

As a public company, it is of critical importance that the Corporation's  public
disclosures,  including filings with the Securities and Exchange Commission,  be
accurate and timely.  A Covered  Person may be called upon to provide  necessary
information to ensure that the  Corporation's  public  disclosures are accurate,
fair and  understandable.  The Corporation  expects Covered Persons to take this
responsibility seriously and to provide appropriate answers to inquiries related
to the Corporation's public disclosure requirements.

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All of the Corporation's books, records,  accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the Corporation's
transactions and must conform both to applicable  legal  requirements and to the
Corporation's system of internal controls.

5.       Compliance with this Code

Covered  Persons are expected to comply with all of the provisions of this Code.
The Board of Directors will have primary  authority and  responsibility  for the
enforcement of this Code. Any suspected violation of this Code shall be promptly
reported to the  Chairman of the Board of  Directors  (the  "Board") or Allan J.
Marter,  the  Chief  Financial  Officer  of  the  Corporation  (the  "Compliance
Officer").  The Chairman of the Board and the Compliance  Officer may be reached
as follows:

         Chairman of the Board            Compliance Officer
         c/o Golden Star Resources Ltd.   c/o Golden Star Resources Ltd.
         10901 W. Toller Drive            10901 W. Toller Drive
         Suite 300                        Suite 300
         Littleton, Colorado 80127        Littleton, Colorado  80217

                                          Email :  amarter@gsr.com



The  Compliance  Officer shall  forward all  information  received  concerning a
possible violation of this Code to the Board. If the Board receives  information
regarding an alleged  violation of this Code, then the Board shall evaluate such
information as to gravity and credibility and if necessary, initiate an informal
inquiry or a formal investigation with respect thereto.

The Board shall enforce this Code through appropriate  disciplinary  actions. It
shall determine whether  violations of this Code have occurred and, if so, shall
determine the  disciplinary  actions to be taken against any Covered  Person who
has violated the Code. The disciplinary  actions  available to the Board include
counseling,  oral or written  reprimands,  warnings,  probations or  suspensions
(with  or  without  pay),  demotions,  reductions  in  salary,  terminations  of
employment, and restitution.

For the avoidance of doubt,  the  jurisdiction  of the Board shall  include,  in
addition  to the Covered  Person that  violated  this Code,  any other  employee
involved in the wrongdoing  such as (i) persons who fail to use reasonable  care
to  detect  a  material   violation  and  (ii)  persons  who  withhold  material
information  about a suspected  violation of this Code when requested to divulge
such information.

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Situations  that may involve a  violation  of this Code may not always be clear.
Covered Persons are encouraged to discuss questions or concerns about violations
of laws,  rules or regulations  with the Chairman of the Board or the Compliance
Officer.

6.       Amendment and Waiver

This Code may only be  amended  by the  affirmative  vote of a  majority  of the
Board,  and any waiver or  implicit  waiver of this Code must be approved by the
Board. All amendments or waivers of the Code shall be disclosed promptly, but in
no event more than five business days after such amendment or waiver,  if and in
the manner  prescribed by the Securities and Exchange  Commission,  the American
Stock Exchange, and as otherwise required by law.


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