UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

Gold Reserve Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

38068N108
(CUSIP Number)

July 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 4 PAGES

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 

 Tradewinds Global Investors, LLC 02-0767178
--------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
 (b) [_]
--------------------------------------------------------------------------------
 3 SEC USE ONLY

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware - U.S.A.
--------------------------------------------------------------------------------
 5 SOLE VOTING POWER

 5,429,848
 NUMBER OF ___________________________________________________________
 SHARES 6 SHARED VOTING POWER
 BENEFICIALLY
 OWNED BY 0
 EACH ___________________________________________________________
 REPORTING 7 SOLE DISPOSITIVE POWER
 PERSON
 WITH 6,327,510
 -----------------------------------------------------------
 8 SHARED DISPOSITIVE POWER

 0
--------------------------------------------------------------------------------

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,327,510
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.51%
12 TYPE OF REPORTING PERSON* IA

Page 2 of 4 pages

Item 1(a) Name of Issuer:
Gold Reserve Inc.

Item 1(b) Address of Issuer's Principal Executive Offices:
926 West Sprague Avenue Suite 200 Spokane, WA 99201 United States

Item 2(a) Name of Person Filing:
Tradewinds Global Investors, LLC

Item 2(b) Address of the Principal Office or, if none, Residence:
2049 Century Park East, 20th Floor Los Angeles, CA 90067

Item 2(c) Citizenship:
Delaware - U.S.A.

Item 2(d) Title of Class of Securities:
Common

Item 2(e) CUSIP Number:
38068N108

Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing is a:

(e) [X] An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E)

Item 4 Ownership:
(a) Amount Beneficially Owned:


6,327,510

(b) Percent of Class:


10.51%

(c) Number of shares as to which such person has:

(i) sole power to vote or direct the vote: 5,429,848
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:


6,327,510

(iv) shared power to dispose or to direct the disposition of: 0

Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.

Page 3 OF 4 Pages

Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Securities reported on this Schedule 13G are beneficially owned by clients which may include investment companies registered under the Investment Company Act and/or employee benefit plans,pension funds, endowment funds or other institutional clients.

Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company:


Not applicable.

Item 8 Identification and Classification of Members of the
Group:

Not applicable.

Item 9 Notice of Dissolution of a Group:
Not applicable.

Item 10 Certification:

By signing below I certify that, to the best of my and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 7, 2009

Tradewinds Global Investors, LLC 

By: /S/ David B. Iben
--- -----------------
David B. Iben, CFA
Chief Investment Officer

PAGE 4 OF 4 PAGES

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