13D Filing: Greywolf Capital Management and Gold Reserve Inc. (GDRZF)

CUSIP No. 38068N108

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Greywolf Strategic Master Fund SPC, Ltd.—MSP5

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

                                                                                                                                                      (a) [     ]

                                                                                                                                                      (b) [ X ]**

**      The reporting persons making this filing hold an aggregate of 26,454,256 Shares, which is 27.1% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

                                                                                                                                                            [     ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,867,164

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,867,164

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,867,164

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)

                                                                                                                                                            [     ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.9%

14

TYPE OF REPORTING PERSON (See Instructions)

OO