UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM F-X
           APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

A.       Name of issuer or person filing ("Filer"): Gold Reserve Inc.



B.       (1) This is [check one]

                  |X|      an original filing for the Filer

                  |_|      an amended filing for the Filer

         (2) Check the following box if you are filing the Form F-X in paper in
             accordance with Regulation S-T Rule 101(b)(9) |_|



C.       Identify the filing in conjunction with which this Form is being filed:



         Name of registrant:                    Gold Reserve Inc.
         Form type:                             Form F-10
         File Number (if known):                333-133746
         Filed by:                              Gold Reserve Inc.
         Date Filed (if filed
         concurrently, so indicate):            May 2, 2006 (filed concurrently)


D.       The Filer is incorporated or organized under the laws of Yukon
         Territory, Canada and has its principal place of business at 926 West
         Sprague Avenue, Suite 200, Spokane, Washington, 99201, (509) 623-1500.


E.       The Filer designates and appoints Gold Reserve Corporation, a Montana
         corporation ("Agent") located at 926 West Sprague Avenue, Suite 200,
         Spokane, Washington, 99201, (509) 623-1500, as the agent of the Filer
         upon whom may be served any process, pleadings, subpoenas, or other
         papers in:

         (a)      any investigation or administrative proceeding conducted by
                  the Commission; and

         (b)      any civil suit or action brought against the Filer or to
                  which the Filer has been joined as defendant or respondent,
                  in any appropriate court in any place subject to the
                  jurisdiction of any state or of the United States or of any
                  of its territories or possessions or of the District of
                  Columbia, where the investigation, proceeding or cause of
                  action arises out of or relates to or concerns any offering
                  made or purported to be made in connection with the
                  securities registered or qualified by the Filer on Form
                  F-10 on May 2, 2006 or any purchases or sales of any
                  security in connection therewith. The Filer stipulates
                  and agrees that any such civil suit or action or
                  administrative proceeding may be commenced by the service
                  of process upon, and that service of an  administrative
                  subpoena shall be effected by service upon such agent for
                  service of process, and that service as aforesaid shall be
                  taken and held in all courts and administrative tribunals
                  to be valid and binding as if personal service thereof had
                  been made.






F.       The Filer stipulates and agrees to appoint a successor agent for
         service of process and file an amended Form F-X if the Filer discharges
         the Agent or the Agent is unwilling or unable to accept service on
         behalf of the Filer at any time until six years have elapsed from the
         date the issuer of the securities to which such Forms and Schedules
         relate has ceased reporting under the Securities Exchange Act of 1934.

         The Filer further undertakes to advise the Commission promptly of any
         change to the Agent's name or address during the applicable period by
         amendment of this Form, referencing the file number of the relevant
         form in conjunction with which the amendment is being filed.


G.       The Filer undertakes to make available, in person or by telephone,
         representatives to respond to inquiries made by the Commission staff,
         and to furnish promptly, when requested to do so by the Commission
         staff, information relating to: the Forms, Schedules and offering
         statements described in General Instructions I.(a), I.(b), I.(c), I.(d)
         and I.(f) of this Form, as applicable; the securities to which such
         Forms, Schedules and offering statements relate; and the transactions
         in such securities.






         The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Spokane, Washington,
Country of United States this 2nd day of May, 2006.



                                     Filer: GOLD RESERVE INC.



                                     By: /s/ Rockne J. Timm

                                     Name: ROCKNE J. TIMM

                                     Title: Chief Executive Officer



This statement has been signed by the following persons in the capacities and on
the dates indicated.



                                     GOLD RESERVE CORPORATION



                                     By: /s/ Rockne J. Timm

                                     Name: ROCKNE J. TIMM

                                     Title: President

                                     Date: May 2, 2006