13D Filing: Greywolf Capital Management and Gold Reserve Inc (TSE:GRZ)

CUSIP No. 38068N108

1

NAMES OF REPORTING PERSONS

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

Greywolf Event Driven Master Fund

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 23,544,147 Shares, which is 26.9% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

N/A

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

6,380,948 [See Item 2(a)(i)]

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

6,380,948 [See Item 2(a)(i)]

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,380,948 [See Item 2(a)(i)]

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)

                                                                                                                                                            [     ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3% [See Item 2(a)(i)]

14

TYPE OF REPORTING PERSON (See Instructions)

OO