FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the Quarter Ended June 30, 1997



                            GOLD RESERVE CORPORATION
                            ------------------------




     State Of Incorporation:                    Montana
     Commission File Number:                    1-8372
     IRS Employer Identification No:            81-0266636

     Address Of Principal Executive Offices:    601 West Riverside Ave.,
                                                Suite 1940
                                                Spokane, Washington 99201

     Registrant's Telephone Number:             (509) 623-1500

     Securities registered pursuant to 
     Section 12(b) of the Act:

       Title Of Each Class:                     Common Stock
       Name Of Each Exchange On Which 
         Registered:                            NASDAQ SmallCap Market
                                                The Toronto Stock Exchange

     Securities registered pursuant to 
       Section 12(g) of the Act:                None


     Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 12 months (or for such
     shorter period as the registrant was required to file such reports),
     and (2) has been subject to such filing requirements for the past 90
     days. Yes[X]

     The number of shares of common stock outstanding at July 31, 1997 was
     22,866,621.
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     CONSOLIDATED BALANCE SHEETS
     June 30, 1997 and December 31, 1996
     (unaudited)

                                               June 30,      December 31,
                                               1997          1996
                                               ------------  ------------
                     ASSETS

     Current Assets:

     Cash and cash equivalents                 $ 20,663,841  $ 30,329,024
     Investments:
       Held-to-maturity securities                5,998,594     8,442,492
       Accrued interest on investments              258,117       143,580
     Deposits, advances and other                   394,612       528,458
     Litigation settlement held in escrow         4,500,000     4,500,000
                                               ------------  ------------
           Total current assets                  31,815,164    43,943,554

     Property, plant and equipment, net          34,327,287    29,097,305
     Investments:
       Available-for-sale securities                122,504       119,504
       Held-to-maturity securities                7,001,997             -
     Other                                        1,081,920       611,204
                                               ------------  ------------

           Total assets                        $ 74,348,872  $ 73,771,567
                                               ============  ============
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     CONSOLIDATED BALANCE SHEETS, CONTINUED
     June 30, 1997 and December 31, 1996
     (unaudited)

                                               June 30,      December 31,
                                               1997          1996
                                               ------------  ------------
                  LIABILITIES

     Current Liabilities:

     Litigation settlement payable             $  4,500,000  $  4,500,000
     Accounts payable and accrued expenses        1,673,456       938,892
     Note payable - KSOP                            322,860       186,708
                                               ------------  ------------
         Total current liabilities                6,496,316     5,625,600

     Minority interest in consolidated 
       subsidiaries                                 956,431       952,571
                                               ------------  ------------
         Total liabilities                        7,452,747     6,578,171
                                               ------------  ------------

     Commitments and contingencies

              SHAREHOLDERS' EQUITY

     Serial preferred stock, without par value
       Authorized: 1997...20,000,000
                   1996...10,000,000
       Issued:  none
     Common stock, without par value
       Authorized:  1997..480,000,000
                    1996... 40,000,000
       Issued:      1997... 22,814,021 
                    1996... 22,703,811
       Outstanding:  1997... 22,332,977 
                    1996... 22,222,767          101,677,277   100,952,778
     Less, common stock held by affiliates       (1,428,565)   (1,428,565)
     Unrealized gain on available-for-sale 
       securities                                     5,750         2,750
     Accumulated deficit                        (33,035,477)  (32,146,859)
     KSOP debt guarantee                           (322,860)     (186,708)
                                               ------------  ------------
         Total shareholders' equity              66,896,125    67,193,396
                                               ------------  ------------
         Total liabilities and shareholders' 
           equity                              $ 74,348,872  $ 73,771,567
                                               ============  ============

     The accompanying notes are an integral part of the consolidated
     financial statements.
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     CONSOLIDATED STATEMENTS OF OPERATIONS
     For the Three and Six Months Ended June 30, 1997 and 1996
     (unaudited)

                            Three Months Ended      Six Months Ended
                            ----------------------  ----------------------
                            1997        1996        1997        1996
                            ----------  ----------  ----------  ----------
     Other Income: 
     Interest               $  533,238  $  289,351  $  967,729  $  577,581
     Foreign currency 
       gain (loss)               5,067      35,056     (20,299)   (127,584)
     Gain on sale of 
       available-for-
       sale securities               -           -           -      87,661
                            ----------  ----------  ----------  ----------
                               538,305     324,407     947,430     537,658
                            ----------  ----------  ----------  ----------
     Expenses:
     General and 
       administrative          433,720     213,310     952,139     634,649
     Directors' and 
       officers' 
       compensation            201,175      97,500     651,029     403,000
     Legal and accounting      118,554      53,705     196,726     172,732
     Depreciation               11,697       9,181      23,271      17,547
     Minority interest in 
       net gain (loss) of 
       consolidated 
       subsidiaries              5,577      (1,617)      3,860      (3,044)
     Interest expense, 
       net of amount 
       capitalized               4,480       3,417       9,023       6,134
                            ----------  ----------  ----------  ----------
                               775,203     375,496   1,836,048   1,231,018
                            ----------  ----------  ----------  ----------

     Net loss               $ (236,898) $  (51,089) $ (888,618) $ (693,360)
                            ==========  ==========  ==========  ==========

     Net loss per share     $    (0.01)        NIL  $    (0.04) $    (0.03)
                            ==========  ==========  ==========  ==========
     Weighted average 
       common shares 
       outstanding          22,138,273  20,099,154  22,298,493  20,089,586
                            ==========  ==========  ==========  ==========

     The accompanying notes are an integral part of the consolidated
     financial statements.
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     For the Six Months Ended June 30, 1997 and 1996
     (unaudited)

                                                1997          1996
                                                -----------   -----------
     Cash Flows from Operating Activities:
     Net loss                                   $  (888,618)  $  (693,360)
     Adjustments to reconcile net loss to net 
       cash used by operating activities:
         Depreciation                                23,271        17,547
         Accretion of discount on held-to-
           maturity securities                     (108,724)     (212,482)
         Foreign currency loss                       20,299       127,584
         Minority interest in net gain (loss) 
           of consolidated subsidiaries               3,860        (3,044)
         Gain on sale of available-for-sale 
           securities                                     -       (86,286)
         Changes in current assets and 
           liabilities:
             Net decrease in current assets          19,309       197,605
             Net increase in current 
               liabilities                          734,564       802,737
                                                -----------   -----------
                 Net cash provided (used)
                   by operating activities         (196,039)      150,301
                                                -----------   -----------
     Cash Flows from Investing Activities:
     Proceeds from maturities of held-to-
       maturity securities                        8,550,000    10,665,000
     Purchase of held-to-maturity securities    (12,999,375)   (8,604,560)
     Purchase of property, plant and equipment   (5,273,552)   (3,436,388)
     Proceeds from sale of available-for-sale 
       securities                                         -       123,936
     Other                                         (470,716)     (174,909)
                                                -----------   -----------
                 Net cash used by investing 
                   activities                   (10,193,643)   (1,426,921)
                                                -----------   -----------
     Cash Flows from Financing Activities:
     Proceeds from issuance of common shares        724,499       790,088
                                                -----------   -----------
                 Net cash provided by 
                   financing activities             724,499       790,088
                                                -----------   -----------
     Change in Cash and Cash Equivalents:
     Net decrease in cash and cash equivalents   (9,665,183)     (486,532)
     Cash and cash equivalents - beginning 
       of period                                 30,329,024    10,095,616
                                                -----------   -----------
     Cash and cash equivalents - end of period  $20,663,841   $ 9,609,084
                                                ===========   ===========

     The accompanying notes are an integral part of the consolidated
     financial statements.
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997


     THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

     THE COMPANY.  Gold Reserve Corporation is an exploration-stage mining
     company incorporated in the state of Montana in 1956 for the purpose
     of acquiring, exploring and developing mining properties, and placing
     them into production. The Company's principal asset is the Brisas
     property, a gold/copper mineralized deposit located in southeastern
     Venezuela and currently the subject of an exploration and development
     program. A number of significant events must occur before commercial
     production on the Brisas property can begin, including the
     establishment of proven and probable reserves and obtaining the
     hardrock (veta) mining title. 

     The Company's growth strategy is to develop proven and probable
     reserves as well as mining and process operations by (i) the
     successful development of proven and probable mining reserves at its
     Brisas property, (ii) discovering new properties through its
     exploration program, (iii) entering joint ventures with advanced
     exploration properties and (iv) making selective property or corporate
     acquisitions.

     FINANCIAL INFORMATION. The December 31, 1996 balance sheet has been
     derived from the Company's 1996 audited consolidated financial
     statements.  The notes to the consolidated financial statements as of
     December 31, 1996 as set forth in the Company's 1996 Form 10-K,
     substantially apply to these interim financial statements at June 30,
     1997 and are not repeated here.  The financial information given in
     the accompanying unaudited financial statements reflects all normal,
     recurring adjustments which, in the opinion of management, are
     necessary for a fair presentation for the periods reported.

     CONSOLIDATED FINANCIAL STATEMENTS. The Company's operations in
     Venezuela are conducted through subsidiary corporations. The
     consolidated financial statements include the accounts of the Company,
     three Venezuelan subsidiaries, Gold Reserve de Venezuela, C.A.
     (GLDRV), Compania Aurifera Brisas del Cuyuni, C.A. (Brisas), Compania
     Minera Unicornio, C.A. (Unicorn), two domestic majority-owned
     subsidiaries, Great Basin Energies, Inc. (Great Basin) and MegaGold
     Corporation (MegaGold) and seven Aruban subsidiaries which were formed
     to hold the Company's interest in its foreign subsidiaries or for
     future transactions. All significant intercompany accounts and
     transactions have been eliminated in consolidation. The Company's
     policy is to consolidate those subsidiaries where majority control
     exists and is other than temporary. Certain reclassifications of the
     1996 consolidated financial statement balances have been made to
     conform with the 1997 presentation. These reclassifications had no
     effect on the net loss or accumulated deficit as previously reported.
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS

     The information presented in this quarterly report includes both
     historical information and forward-looking information or statements,
     as defined by the Private Securities Litigation Reform Act of 1995
     (the "Act"). Examples of the latter include, without limitation,
     statements regarding potential mineralization, exploration results,
     and future plans and objectives of the Company, all of which involve
     risks and uncertainties. In accordance with the Act, the Company
     cautions that there can be no assurance that such statements will
     prove to be accurate, and actual results and future events could
     differ materially from those anticipated in such statements. Important
     factors that could cause actual results to differ materially from the
     Company's expectations are disclosed under the heading "Risk Factors"
     and elsewhere in documents filed from time to time with the United
     States Securities and Exchange Commission. All subsequent written and
     oral forward-looking statements attributable to Gold Reserve or
     persons acting on its behalf are expressly qualified in their entirety
     by this notice.

     Unless the context indicates otherwise, the terms "Brisas property" or
     "Brisas mineralization" used throughout this report include: the
     Brisas alluvial gold concession, the application for the mining title
     to the gold, copper and molybdenum contained in the hardrock beneath
     the alluvial gold concession, other mineralization applied for in the
     alluvial material and other mineralized areas applied for contiguous
     to the alluvial concession.

     BRISAS PROPERTY. The Brisas property is located in the KM 88 mining
     region of southeastern Venezuela in Bolivar State, approximately 300
     kilometers (186 miles) by a paved highway southeast of Puerto Ordaz.
     The property occupies a rectangular area of 2,500 meters (1.5) miles
     north-south by 2,000 meters (1.25 miles) east-west or approximately
     500 hectares (1,235 acres). The rocks identified on the Brisas
     property consist of two major types of materials-saprolite/clay-rich
     surface material occurring in the upper several meters of the property
     and unweathered hard rock, andesite tuffs and volcanoclastics
     extending below the saprolite/alluvial material at depth. Gold, copper
     and molybdenum mineralization are found in both materials, and the
     mineralization is open at depth.

     BRISAS PROPERTY OWNERSHIP. The Company, through its wholly-owned
     Venezuelan subsidiary, currently holds the mining title to the Brisas
     alluvial gold concession which includes approximately 10% of the known
     mineralization on the Brisas property. In addition, the Venezuelan
     subsidiary has submitted applications for mining rights to the
     Venezuelan Ministry of Energy and Mines ("MEM") for other
     mineralization and areas identified as the Brisas property. In
     particular, an application for the mining title for gold, copper and
     molybdenum contained in the hardrock or veta (vein) beneath the near-
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     surface alluvial gold concession, representing approximately 90% of
     the known mineralization on the Brisas property, is currently in the
     final stages of issuance by MEM. The Company has been advised by MEM
     that it has met all of the requirements to obtain the hardrock mining
     title which is expected to be issued during 1997. While management is
     not aware of any fact or circumstance that would prevent MEM from
     granting the mining title to the Company, the process of obtaining a
     mining title (concession) in Venezuela is lengthy and bureaucratically
     complex and, as a result, the Company cannot predict with certainty
     when the title will be formally granted.

     BRISAS GOLD/COPPER MINERALIZED DEPOSIT. Extensive exploration and
     development work, which has been on-going on the property since 1992,
     has confirmed a gold and copper deposit of 7.3 million ounces of gold
     and approximately 950 million pounds of copper. Drilling results
     indicate the Brisas gold/copper mineralization is comprised of a
     northern area characterized as a gold/copper deposit and a southern
     area characterized as primarily a gold deposit as shown in the
     following table:
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997
     <TABLE>
     <CAPTION>

                                    Copper                   Gold and Gold Equivalent (1)
                                    ----------------------   ---------------------------------
                        Gold                    Gold                       Avg.Grade/Tonne
            Tonnes      Ounces      Pounds      Equiv. Ozs.  Ounces        -------------------
     Area   (millions)  (millions)  (millions)  (millions)   (millions)    (grams)    (ounces)
     -----  ----------  ----------  ----------  ----------   ----------    -------    --------
     <S>    <C>         <C>         <C>         <C>          <C>           <C>        <C>

     North       149.5        3.14         835         2.4         5.54       1.18       0.038
     South       108.7        4.16         115         0.3         4.46       1.29       0.041
            ----------  ----------  ----------  ----------   ----------    -------    --------

     Total      258.2         7.30         950         2.7        10.00       1.23       0.040
            ==========  ==========  ==========  ==========   ==========    =======    ========

     (1) Gold Equivalent Cutoff (.5 grams/tonne using $350/ ounce gold and
         $1/pound copper)

     One troy ounce of gold = 31.1034 grams of gold
     </TABLE>

     The mineralized deposit is comprised of a large lower-grade area with
     higher-grade mineralization in certain areas and is over 1900 meters
     in length and from 500 to 900 meters in width. The current deposit
     consists of 258 million tonnes with an average grade of 0.88 grams
     (0.028 ounces) per tonne gold and 0.17% copper and is defined by the
     results of approximately 621 drill-holes totaling over 130,000 meters.
     Drill spacing of the mineralized deposit is generally 50 meters
     throughout the significantly mineralized trend, with 25 meters in
     selected areas. The Brisas Gold/Copper mineralized deposit is on
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     strike and contiguous with the Placer Dome/Corporacion Venezolana de
     Guayana ("CVG") Las Cristinas deposit to the north. Placer Dome/CVG
     has announced a mineable reserve on its Las Cristinas property of more
     than 9 million ounces of gold.

     The Brisas gold/copper mineralized deposit does not yet qualify as a
     commercially mineable ore body under standards promulgated by the U.S.
     Securities and Exchange Commission and may so qualify only after a
     comprehensive economic, technical and legal feasibility study has been
     completed. As a result, the Company has not yet established either
     proven or probable reserves on the Brisas property and no assurance
     can be given that any such reserves will be established on the
     property. A number of significant events, in addition to the
     establishment of proven and probable reserves, must occur before
     commercial production on the Brisas property can begin, these being
     financing of anticipated mine development costs and the procurement of
     all necessary regulatory permits and approvals, including the mining
     title to the hardrock mineralization.

     1997 BRISAS PROPERTY WORKPLAN. During the second quarter of 1997, the
     Company completed a drill program of approximately 25,000 meters of
     exploration and development drill holes. The drill-hole database was
     revised and an update of the mineralized deposit, which now totals 7.3
     million ounces of gold and 950 million pounds of copper, was announced
     in June. In July 1997, the Company finalized its selection of an
     independent engineering firm to complete the Brisas feasibility study.
     Management expects that the engineering firm will complete a pre-
     feasibility study during the fourth quarter of 1997 and deliver the
     final feasibility study during the first half of 1998. In addition,
     the Company commissioned an independent audit of its drilling,
     sampling and assay procedures. Although the final report by the
     consultant has not yet been completed, the independent consultant has
     preliminarily confirmed that the Company's data collection procedures
     meet or exceed industry standards.

     During the second half of 1997, the Company plans to drill 6,000 to
     10,000 meters of exploration and condemnation drill holes. Exploration
     drilling will primarily be to the south and southeast of the current
     delineated mineralized deposit. In addition to the exploration and
     condemnation drilling, other activities will include permitting,
     administration and the necessary work required to complete the Brisas
     feasibility study. Various permitting required for the Brisas property
     is ongoing and approval from MEM and the Ministry of Ambiente
     (Environment) is expected to occur throughout 1998. Construction is
     estimated to take approximately 18 months, with commissioning and
     achievement of commercial production estimated to be completed during
     2000. 

     The recovery plant is expected to be a conventional, gravity/
     flotation/cyanidation facility with recovery rates for gold of 80%-85%
     and copper of 70%-85%. Mining is to be completed using open-pit mining
     methods.  Final plant design, costs and construction schedules are
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     contingent upon, among other things, the timing of the issuance of the
     mining title to the hardrock or veta material beneath the Brisas
     alluvial gold concession, results of future drilling, completion of a
     bankable feasibility study including the establishment of proven and
     probable reserves and obtaining the appropriate environmental and
     operating permits.

     VENEZUELA. All of the Company's mining assets are presently
     concentrated in Venezuela. Inflation, other economic conditions and
     political and social turmoil have occurred in the past and may
     continue in the future. Past economic, political and social conditions
     have not adversely affected the Company's operations in Venezuela to-
     date. Nevertheless, whether and to what extent current or future
     economic, regulatory or political and social conditions may affect the
     Company in the future cannot be predicted.

     LIQUIDITY AND CAPITAL RESOURCES

     INVESTING.  During the three and six months ended June 30, 1997, the
     Company expended approximately $3.0 and $5.5 million respectively, for
     exploration and development of the Brisas August 5, 1997property. Over
     these same periods, approximately 80 and 135 diamond drill holes were
     completed for a total of 25,000 and 43,000 meters, respectively. As of
     June 30, 1997, the Company had completed approximately 735 diamond and
     auger drill holes (including 621 which define the current mineralized
     deposit) approximating 135,000 meters and had expended approximately
     $57 million associated with the Brisas property. The amounts expended
     on the Brisas property are comprised of acquisition costs, capitalized
     exploration and development costs and equipment expenditures of $34.5
     million and litigation settlement costs of $22.5 million which were
     expensed in 1994. Amounts recorded as property, plant and equipment
     (capitalized exploration and development costs) include all costs
     associated with the Brisas property, including personnel and related
     administrative expenditures incurred in Venezuela, drilling and
     related exploration costs, capitalized interest expenses and general
     support costs related to the Brisas property.

     The estimated development budget for the remainder of 1997 is
     approximately $3.3 million. The Company's preliminary estimate of
     future capital costs associated with the Brisas property, assuming a
     twenty to twenty-five thousand tonne per day plant, is approximately
     $150 million ($120 million for the plant and an additional $30 million
     estimated for ancillary facilities, mining equipment and working
     capital). The feasibility study will address the implementation of
     both a twenty- to twenty-five thousand and a forty thousand tonne per
     day plant. The ultimate design and capacity of the plant, however, is
     still under consideration and is subject to the results of the final
     feasibility study.

     In addition to investment in property, plant and equipment, the
     Company increased its net investment in held-to-maturity securities,
     by approximately $4.5 million during the six months ended June 30,
     1997. Investments in property, plant and equipment and held-to-
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     maturity securities accounted for the majority of the reduction in
     cash and cash equivalents for the six month period ended June 30,
     1997.

     FINANCING. The Company has financed its general business and
     exploration and development activities in Venezuela principally from
     the sale of its common shares. Future acquisition costs and
     exploration expenses, and the cost of placing the Brisas property or
     additional future properties into production, if warranted, are
     expected to be financed by a combination of the sale of additional
     common shares, bank borrowings or other means. The Company routinely
     evaluates the market for the Company's common shares and other
     appropriate conditions for the possible sale of common stock to
     finance its future activities and from time-to-time the Company
     reviews  potential financing activities with its investment bankers.
     The Company has no current plans to issue additional common shares
     other than in connection with the exercise of employee common stock
     options but, may determine in the future that market conditions for
     its common shares are appropriate and, as a result, issue additional
     common shares during the next twelve months. 

     As of July 31, 1997, the Company held approximately $33 million in
     cash and current and long-term held-to-maturity securities. The timing
     and extent of additional financing options pursued by the Company will
     depend on a number of important factors, including the results of
     further exploration and development activities on the Brisas property,
     the timing of the issuance of the mining title or concession to the
     hardrock or veta mineralization located beneath the Brisas alluvial
     concession, management's assessment of the financial markets, the
     acquisition of additional properties or projects and the overall
     capital requirements of the consolidated group. At this time,
     management anticipates that its current cash and investment position
     is adequate to cover estimated operational and capital expenditures
     associated with the exploration and development of the Brisas property
     into 1998.

     RESULTS OF OPERATIONS

     JUNE 30, 1997 COMPARED TO JUNE 30, 1996. Consolidated net loss for the
     three and six months ended June 30, 1997 amounted to $236,898 and
     $888,618 or $0.01 and $0.04 per share respectively,  compared to
     consolidated net loss of $51,089 and $693,360 or NIL and $0.03 per
     share respectively, for the same periods in 1996. Other income for the
     current six month period increased over the comparable period in 1996
     due to increased interest income from higher average levels of
     invested cash and decreased foreign currency loss due to less
     depreciation of the Venezuelan currency, partially offset by a
     decrease in gains from sales of available-for-sale securities. Other
     income for the three months ended June 30, 1997 increased over the
     comparable period in 1996 due to increased interest income partially
     offset by  a decrease in foreign currency gain. Operating expenses
     during the three and six months ended June 30, 1997 increased from the
     comparable periods in 1996 due to increases in general and
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     administrative expenses, directors' and officers' compensation and
     legal and accounting expense. The principal reason for the increase in
     operating expenses is the increased expense associated with the
     addition of several new Company executives during the first quarter of
     1997.

     NEW ACCOUNTING PRONOUNCEMENTS

     In February 1997, Statement of Financial Accounting Standards No. 128
     (SFAS 128), "Earnings per Share" was issued. SFAS 128 establishes
     standards for computing and presenting earnings per share (EPS) and
     simplifies the existing standards. SFAS 128 is effective for financial
     statements issued for periods ending after December 15, 1997,
     including interim periods and requires restatement of all prior-period
     EPS data presented. The Company does not believe the application of
     this standard will have a material effect on the presentation of its
     loss per share disclosure.

     PART II  -  OTHER INFORMATION

     Item 1. NOT APPLICABLE.

     Item 2. CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS.  
     At the 1997 annual meeting of shareholders a "Shareholder Rights Plan"
     was voted upon and approved.  The Rights Plan is intended to give
     adequate time for shareholders of the Company to properly assess the
     merits of a take-over bid without pressure and to allow competing bids
     to emerge.  The Rights Plan is designed to give the board of directors
     time to consider alternatives to allow shareholders to receive full
     and fair value for their common shares.  One right is issued in
     respect to each outstanding share.  The rights become exercisable only
     when a person, including any party related to it or acting jointly
     with it, acquires or announces its intention to acquire 20 percent or
     more of the Company's outstanding shares without complying with the
     "permitted bid" provisions of the Rights Plan.  Each right would, on
     exercise, entitle the holder, other than the acquiring person and
     related persons, to purchase common shares of the Company at a 50%
     discount to the market price at the time.

     Item 3. NOT APPLICABLE.

     Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
     The Annual meeting of Security Holders was held on Thursday, June 5,
     1997 in Spokane, Washington.  Matters 1 through 8 below were submitted
     to a vote.  Matter 1 and matters 4 through 8 required the affirmative
     vote of a majority of the shares present at the annual meeting, in
     person or by proxy, and were all approved.  Matter 2 required the
     affirmative vote, in person or by proxy, of the holders of a majority
     of the shares of common stock outstanding as of the record date and
     was not approved.  Matter 3 required the affirmative vote, in person
     or by proxy, of the holders of two-thirds of the shares of common
     stock outstanding as of the record date and was not approved. 
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997


     1.  Election of Directors:

         Nominee                 For           Against      Abstain
         --------------------    ----------    ---------    -------
         Rockne J. Timm          11,035,898        2,895    438,826
         A. Douglas Belanger     11,035,898        2,895    438,826
         James P. Geyer          11,034,898        2,895    439,826
         Jean Charles Potvin     11,034,898        2,895    439,826
         Patrick D. McChesney    11,034,898        2,895    439,826
         James H. Coleman        11,034,898        2,895    439,826
         Chris D. Mikkelsen      11,034,898        2,895    439,826

     2.  Amendment to the Articles of Incorporation to reduce the quorum
         required at shareholder meetings from a majority of all
         outstanding shares to one-third of all outstanding shares:

                                 For           Against      Abstain
                                 ----------    ---------    -------
                                 10,034,416      544,227    553,887

     3.  Amendment to the Articles of Incorporation to reduce the number of
         votes necessary to approve a merger, share exchange, dissolution
         or sale of the Company's assets out of the ordinary course of
         business from two-thirds of the outstanding shares entitled to
         vote, to a majority of the shares entitled to vote:

                                 For           Against      Abstain
                                 ----------    ---------    -------
                                  9,977,520      491,071    562,170

     4.  Amendment to the Articles of Incorporation increasing the number
         of authorized shares of capital stock from a total of 50,000,000
         shares, to a total of 500,000,000 shares, of which 20,000,000
         shares will be designated preferred stock:

                                 For           Against      Abstain
                                 ----------    ---------    -------
                                  9,544,499    1,015,025    452,006

     5.  Approval of the Company's Shareholder Rights Plan:

                                 For           Against      Abstain
                                 ----------    ---------    -------
                                  9,472,395    1,492,264     66,102

     6.  Approval of the Company's 1997 Equity Incentive Plan:

                                 For           Against      Abstain
                                 ----------    ---------    -------
                                  9,430,242      309,343    483,932
     <PAGE>
     GOLD RESERVE CORPORATION AND SUBSIDIARIES
     QUARTERLY REPORT ON FORM 10-Q
     June 30, 1997

     7.  Approval of the purchase of common stock by the combined 401(k)
         Salary Reduction Plan and Employee Stock Ownership Plan:

                                 For           Against      Abstain
                                 ----------    -------      -------
                                  9,666,409       78,720    478,388

     8.  Ratification of Coopers & Lybrand L.L.P. as the Company's
         independent auditor for the year ending December 31, 1997 and any
         interim period:

                                 For           Against      Abstain
                                 ----------    ---------    -------
                                 11,037,436       12,539    427,644

     Item 5. NOT APPLICABLE.

     Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

             a)  Exhibit 27 - Financial Data Schedule
             b)  There were no reports on Form 8-K for the quarter ended
                 June 30, 1997

     SIGNATURE. 

     Pursuant to the requirements of the Securities Exchange Act of 1934,
     the Registrant has duly caused this report to be signed on its behalf
     by the undersigned thereunto duly authorized.

                                 GOLD RESERVE CORPORATION

                                 By:  s/ Robert A. McGuinness
                                 ----------------------------
                                      Vice President - Finance
                                      Chief Financial Officer
                                      July 31, 1997
<PAGE>