S-8

As filed with the Securities and Exchange Commission on September 14, 2004

Registration No. 333 -          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

GOLDEN STAR RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Canada (State or other jurisdiction of incorporation or organization)	98-0101955 (I.R.S. Employer Identification No.)
10901 West Toller Drive, Suite 300, Littleton, CO (Address of Principal Executive Offices)	80127-6312 (Zip Code)

Second Amended and Restated 1997 Stock Option Plan
(Full title of the plan)

Allan J. Marter	With a copy to:
Chief Financial Officer 10901 West Toller Drive, Suite 300 Littleton, Colorado 80127-6312	Deborah J. Friedman Michelle H. Shepston Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202

(Name and address of agent for service)

(303) 830-9000 (303) 892-9400

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
Title of		maximum	maximum
securities	Amount	offering	aggregate	Amount of
to be	to be	price	offering	registration
registered	registered	per share	price	fee
Common Shares (without par value)	6,000,000 (1)	$4.32(2)	$25,920,000(2)	$3,284(4)
Rights to Purchase Common Shares (3)	-	-	-	-

Notes:

(1)	Amount to be registered consists of Common Shares to be issued pursuant to the Second Amended and Restated 1997 Stock Option Plan.
(2)	Pursuant to Rule 457(h)(1), the price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Shares on September 8, 2004 as quoted on the American Stock Exchange.
(3)	The Rights are attached to and transferred with the Common Shares. The value attributable to the Rights, if any, is reflected in the value of the Common Shares.
(4)	A filing fee of $110,965 was paid in connection with the filing of Registration Statement No. 333-116350, which was filed on June 10, 2004, and $3,284 of this filing fee is offset, pursuant to Rule 457(p) of the Securities Act of 1933, against the filing fee due in connection with this Registration Statement.

TABLE OF CONTENTS

EXPLANATORY NOTE
	ITEM 8. EXHIBITS
SIGNATURES
EXHIBIT INDEX
Opinion and Consent of Fasken Martineau DuMoulin LLP
Consent of PricewaterhouseCoopers LLP

EXPLANATORY NOTE

     This Registration Statement registers 6,000,000 additional common shares, without par value (the “Common Shares”), of Golden Star Resources Ltd. (the “Company”) issuable under the Company’s Second Amended and Restated 1997 Stock Option Plan. The remaining 9,000,000 Common Shares issuable under the Company’s Second Amended and Restated 1997 Stock Option Plan have been previously registered by Registration Statement on Form S-8, No. 333-105821, which registration statement is hereby incorporated by reference.

II-1

ITEM 8. EXHIBITS

Exhibit No.	Description
5.1	Opinion of Fasken Martineau DuMoulin LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1)

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Littleton, State of Colorado, on the 10^th day of September, 2004.

GOLDEN STAR RESOURCES LTD.
By:	/s/ Peter J. Bradford
	Peter J. Bradford
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on September 10, 2004.

Signature	Title
/s/ Ian MacGregor Ian MacGregor	Chairman of the Board of Directors
/s/ Peter J. Bradford Peter J. Bradford	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ James E. Askew James E. Askew	Director
/s/ David K. Fagin David K. Fagin	Director
/s/ Lars-Eric Johansson Lars-Eric Johansson	Director
/s/ Michael P. Martineau Michael P. Martineau	Director
/s/ Allan J. Marter Allan J. Marter	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Fasken Martineau DuMoulin LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1)

EX-5.1

Exhibit 5.1

September 13, 2004

THE BOARD OF DIRECTORS OF
GOLDEN STAR RESOURCES LTD.
10901 West Toller Drive
Suite 300
Littleton, Colorado
80127-6312
U.S.A.

Dear Sirs:

Re:     Golden Star Resources Ltd.

     We have acted as Canadian counsel for Golden Star Resources Ltd., a Canadian corporation, (the “Corporation”) in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 relating to the registration by the Corporation of 6,000,000 common shares (the “Shares”) issuable pursuant to the Corporation’s Amended and Restated 1997 Stock Option Plan (the “Plan”).

     We have examined such documents and have considered such questions of law as we have determined relevant and necessary as a basis for the opinions hereinafter set forth. As to various questions of fact material to such opinions and which were not independently established, we have relied upon a certificate of an officer of the Corporation, a copy of which has been delivered to you today.

     In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as certified, notarial or true copies or reproductions.

     Our opinions herein are restricted to the laws of the Province of Ontario and the federal laws of Canada applicable therein, as of the date of this opinion. We do not undertake to advise the addressee hereof as to any changes in the laws of the Province of Ontario or the federal laws of Canada applicable therein after the date of this opinion.

     Based on the foregoing, it is our opinion that the Shares are duly and validly authorized and, when issued as contemplated by the Plan, will be legally issued, fully paid and non-assessable.

     This opinion is being furnished for the sole benefit of the addressee hereof and may not be used, circulated, quoted, relied upon, distributed, or otherwise referred to by any other person or entity or for any other purpose without our prior written consent.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

     Yours truly,

     

EX-23.1

EXHIBIT 23.1

[PRICEWATERHOUSE COOPERS LLP LETTERHEAD]

Consent of Independent Auditors

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Golden Star Resources Ltd., of our report dated January 29, 2004 relating to the financial statements, which appears in the company’s Annual Report on Form 10-K for the year ended December 31, 2003.

PricewaterhouseCoopers LLP

CHARTERED ACCOUNTANTS
Calgary, Canada
September 13, 2004