GDRZF Gold Reserve Ltd (QX)

Via EDGAR

January 30, 2025

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On August 26, 2016, Gold Reserve Inc., an Alberta, Canada domiciled entity (the “Company”), filed a Registration Statement on Form F-3 (File No. 333-213336) (together with the exhibits and supplements thereto, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the United States Securities and Exchange Commission (the “Commission”) for the registration of the Company’s shares of common stock in connection with a resale of the securities registered therein. The Registration Statement was declared effective by the Commission on September 12, 2016, and has subsequently become stale.

Pursuant to Rule 477 under the Securities Act, the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement.

On September 30, 2024, Gold Reserve Inc. continued to Bermuda and changed its name to Gold Reserve Ltd.

Please direct any comments or questions regarding this filing to the undersigned or to the Company’s legal counsel for this filing, Randy Katz of Clark Hill LLP at (213) 417-5310. Thank you for your assistance with this matter.

Very truly yours,

GOLD RESERVE LTD.

/s/ David P. Onzay

David P. Onzay

Chief Financial Officer

Rosebank Centre, 5^th Floor, 11 Bermudiana Road, Pembroke, HM 08, Bermuda

Gold Reserve (QX) (USOTC:GDRZF)
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