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British Columbia, Canada (State or other jurisdiction of incorporation or organization)		None (I.R.S. Employer Identification No.)

5190 Neil Road, Suite 310
Reno, Nevada 89502
(Address of principal executive offices, including zip code)

GLAMIS GOLD LTD. AMENDED INCENTIVE SHARE PURCHASE OPTION PLAN
GLAMIS GOLD LTD. EQUITY INCENTIVE PLAN
(Full title of the plans)

CHARLES A. JEANNES
Senior Vice-President, Administration, General Counsel and Secretary
5190 Neil Road, Suite 310
Reno, Nevada 89502
(775) 827-4600
(Name, address and telephone number, including area code, of agent for service)

G. BARRY FINLAYSON
LANG MICHENER LLP
1500-1055 West Georgia Street
P.O. Box 11117
Vancouver, British Columbia, V6E 4N7



			Proposed Maximum			Proposed Maximum			Amount of
	Amount to Be		Offering Price			Aggregate Offering			Registration
Title of Each Class of Securities to Be Registered	Registered (1)		Per Share			Price			Fee

Common Shares without par value to be issued pursuant to the Amended Incentive Share Purchase Option Plan		3,500,000	U.S.$	17.82	(2)	U.S.$	62,370,000	(2)	U.S.$	7,902.28	(2)

Common Shares without par value to be issued pursuant to the Equity Incentive Plan		1,000,000	U.S.$	17.82	(2)	U.S.$	17,820,000	(2)	U.S.$	2,257.79	(2)

(1)		This Registration Statement shall also cover any additional shares of the Registrant that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s Amended Incentive Share Purchase Option Plan or Equity Incentive Plan as the result of any future stock split, stock dividend, or recapitalization or similar adjustment of the Registrant’s outstanding common shares without par value (“Shares”).

(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The proposed offering price and calculation of the registration fee is based on a share price of U.S.$17.82, which was the average of the high and low trade prices for the Registrant’s Shares on June 25, 2004 as reported on the New York Stock Exchange, Inc.

Pursuant to General Instruction E to Form S-8, this Registration Statement is for the registration of 4,500,000 additional Shares of the Registrant. 3,500,000 of these Shares are reserved for issuance under the Registrants’ Amended Incentive Share Purchase Option Plan (the “Option Plan”) and 1,000,000 of these Shares are reserved for issuance under the Registrant’s Equity Incentive Plan. Certain portions of the original Registration Statement on Form S-8 filed in connection with the Option Plan on January 31, 1996 (No. 333-00936) and the subsequently filed Registration Statements on Form S-8 to register additional Shares under the Option Plan on June 21, 2000 (No. 333-39776) and May 24, 2002 (No. 333-88986) (together, the “Prior Statements” and individually, each is a “Prior Statement”), are incorporated by reference as set forth below.

The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated in this Registration Statement by reference:

1. The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2003, filed on March 17, 2004.

2. All other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2003.

3. The description of the Registrant’s Shares contained in its Registration Statement on Form 8-A, dated December 23, 1992, filed pursuant to the Exchange Act.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

The contents of Item 6 of the Prior Statement filed with the Commission on January 31, 1996 are herein incorporated by reference.


Exhibit Number		Description
5.1		Opinion of Lang Michener LLP regarding legality of the Common Shares being registered
23.1		Consent of KPMG LLP, Chartered Accountants
23.2		Consent of Lang Michener LLP (included in opinion filed as Exhibit 5.1)
23.3		Consent of Mine Reserves Associates, Inc., Professional Engineers
23.4		Consent of Mine Development Associates, Inc., Professional Engineers
23.5		Consent of James S. Voorhees, Professional Engineer
24.1		Power of Attorney (see signature page)

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new

registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on the 28th day of June, 2004.

Each person whose individual signature appears below hereby authorizes C. Kevin McArthur and Cheryl S. Maher, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all post-effective amendments to this Registration Statement.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on the 28th day of June, 2004.


Signature		Title


/s/ C. Kevin McArthur C. Kevin McArthur		President, Chief Executive Officer, Director and Authorized Representative in the United States (Principal Executive Officer)


/s/ Cheryl S. Maher Cheryl S. Maher		Vice President Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)


/s/ A. Dan Rovig A. Dan Rovig		Chairman of the Board and Director


/s/ Ian S. Davidson Ian S. Davidson		Director


/s/ Jean Depatie Jean Depatie		Director


/s/ Kenneth F. Williamson Kenneth F. Williamson		Director


/s/ Randy Reifel Randy Reifel		Director


Exhibit Number		Description
5.1		Opinion of Lang Michener LLP regarding legality of the Common Shares being registered
23.1		Consent of KPMG LLP, Chartered Accountants
23.2		Consent of Lang Michener LLP (included in opinion filed as Exhibit 5.1)
23.3		Consent of Mine Reserves Associates, Inc., Professional Engineers
23.4		Consent of Mine Development Associates, Inc., Professional Engineers
23.5		Consent of James S. Voorhees, Professional Engineer
24.1		Power of Attorney (see signature page)

Lang Michener LLP
1500 Royal Centre
1055 W. Georgia Street
P.O. Box 11117
Vancouver, B.C. V6E 4N7
CANADA

We have acted as counsel to Glamis Gold Ltd. (the “Company”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“the Act”), that you are filing with the United States Securities and Exchange Commission with respect to an additional 4,500,000 common shares without par value (the “Shares”), 3,500,000 of which may be issued pursuant to your Amended Incentive share Purchase Option Plan dated for reference September 30, 1995 (the “Option Plan”) and 1,000,000 of which may be issued pursuant to your Equity Incentive Plan dated for reference January 1, 2004 (the “Equity Plan”). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed necessary for the purpose of this opinion.

Based upon and subject to the foregoing, we are of the opinion that the issuance of the Shares pursuant to the Option Plan and Equity Plan has been duly authorized and that, upon the sale or issuance thereof by the Company in accordance with the terms of the Option Plan or Equity Plan, as the case may be, and the receipt of consideration therefor in accordance with the terms of the Option Plan or Equity Plan as required, the Shares will be validly issued as fully paid and nonassessable shares.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

We consent to the incorporation by reference in this registration statement of Glamis Gold Ltd. on Form S-8 of our report dated February 6, 2004 relating to the consolidated balance sheets of Glamis Gold Ltd. as at December 31, 2003 and 2002 and the related consolidated statements of operations, deficit and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the 2003 Annual Report to Shareholders of Glamis Gold Ltd. incorporated by reference in the annual report on Form 40-F of Glamis Gold Ltd. for the fiscal year ended December 31, 2003.

We consent to the incorporation by reference in this registration statement of Glamis Gold Ltd. on Form S-8 of our verification of certain mineral reserves of Glamis Gold Ltd., which appears in the Annual Report on Form 40-F of Glamis Gold Ltd. that was filed on March 17, 2004.

I consent to the incorporation by reference in this registration statement of Glamis Gold Ltd. on Form S-8 of the report, that was prepared under my direct supervision regarding certain mineable reserves and contained ounces of gold of Glamis Gold Ltd., which is described under the heading “Summary of Reserves and Other Mineralization-Proven and Probable Mineable Reserves” in Glamis Gold Ltd.’s Annual Information Form for the year ended December 32, 2003, which appears in the Annual Report on Form 40-F of Glamis Gold Ltd. that was filed on March 17, 2004.


		GLAMIS GOLD LTD.


		/s/ C. Kevin McArthur
		By:		C. Kevin McArthur President, Chief Executive Officer and Director


CONSENT OF MINE RESERVES ASSOCIATES, INC.		EXHIBIT 23.3


CONSENT OF MINE DEVELOPMENT ASSOCIATES, INC.		EXHIBIT 23.4



Per:		/s/ Donald Elkin Donald Elkin, President


CONSENT OF JAMES S. VOORHEES		EXHIBIT 23.5