S-3

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-3

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, Colorado, 80127-6312
(303) 830-9000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)

Allan J. Marter, Chief Financial Officer
Golden Star Resources Ltd.
10901 West Toller Drive, Suite 300
Littleton, Colorado, 80127-6312
(303) 830-9000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)

With Copies To
Deborah J. Friedman
Michelle H. Shepston
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-9400

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of	Amount to be		Amount of
securities to be registered	registered (3)(4)		registration fee (5)(6)
Common Shares, without par value (1) Preferred Shares, without par value Warrants Convertible Debt Securities	$	300,000,000.00	$	38,010.00
Rights to Purchase Common Shares (2)		—		—
Total	$	300,000,000.00	$	38,010.00

(1) Includes an indeterminate number of common shares, preferred shares, warrants to purchase common shares and preferred shares, and an indeterminate principal amount of convertible debt securities. This Registration Statement also covers (i) common shares that may be issued upon exercise of warrants and (ii) such indeterminate amount of securities as may be issued in exchange for, or upon conversion of, as the case may be, the securities registered hereunder. No separate consideration will be received for any securities issued upon conversion or exchange. In addition, any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities which may be offered pursuant to this registration statement, include, pursuant to Rule 416 of the Securities of 1933, as amended, such additional number of common shares of the Registrant that may become issuable as a result of any stock split, stock dividends or similar event.

(2) The Rights are attached to and tradeable with the common shares. The value attributable to the Rights, if any, is reflected in the value of the common shares.

(3) Represents the initial offering price of all securities sold (including the $10,772,000 of securities carried forward from prior registration statements as described in note 4, below) up to an aggregate public offering price not to exceed $300,000,000.00 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies to the Registrant.

(4) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this registration statement also relates to the securities registered on Form S-3, Registration No. 333-102225, as to which securities having an aggregate offering price of $10,772,000 remain unsold and for which the registration fee was previously paid. Upon effectiveness, this registration statement shall constitute Post-Effective Amendment No. 2 to Registration Statement No. 333-102225.

(5) Pursuant to Rule 457(o) under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the maximum aggregate offering price and the number of securities being registered has been omitted.

(6) 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 $36,645 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.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. Golden Star Resources Ltd. may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and Golden Star Resources Ltd. is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to Completion, dated September 14, 2004

$300,000,000

GOLDEN STAR RESOURCES LTD.

Common Shares
Preferred Shares
Warrants
Convertible Debt Securities

     Golden Star Resources Ltd. (together with its subsidiaries, “Golden Star,” “we,” “us,” or “our company”) may offer and sell from time to time up to $300,000,000 of our common shares, without par value, preferred shares, without par value, warrants, or convertible debt securities in one or more transactions.

     This prospectus provides you with a general description of the securities that we may offer. The accompanying prospectus supplement sets forth specific information with regard to the particular securities being offered and may add, update or change information contained in this prospectus. You should read both this prospectus and the prospectus supplement, together with any additional information which is incorporated by reference into this prospectus.

     Our common shares are traded on the American Stock Exchange under the symbol “GSS” and on the Toronto Stock Exchange under the symbol “GSC.” Warrants issued in conjunction with our February 14, 2003 equity offering are traded on the Toronto Stock Exchange under the symbol “GSC.WT.A.”

     References in this Prospectus to “$” are to United States dollars. Canadian dollars are indicated by the symbol “Cdn$”.

     This prospectus may not be used to offer and sell securities unless accompanied by the applicable prospectus supplement.

     The securities offered in this prospectus involve a high degree of risk. You should carefully consider the matters set forth in “Risk Factors” beginning on page 6 of this prospectus in determining whether to purchase our securities.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________, 2004.

TABLE OF CONTENTS

Section	Page
WHERE YOU CAN FIND MORE INFORMATION		3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		3
NON-GAAP FINANCIAL MEASURES		4
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION		4
OUR BUSINESS		5
RISK FACTORS		6
USE OF PROCEEDS		19
PLAN OF DISTRIBUTION		19
DESCRIPTION OF COMMON SHARES		20
DESCRIPTION OF PREFERRED SHARES		21
DESCRIPTION OF WARRANTS		22
DESCRIPTION OF CONVERTIBLE DEBT SECURITIES		23
RATIO OF EARNINGS TO FIXED CHARGES		30
LIMITATION OF LIABILITY AND INDEMNIFICATION		31
LEGAL MATTERS		32
EXPERTS		32
Form of Indenture
Opinion of Fasken Martineau DuMoulin LLP
Ratio of Earnings to Fixed Charges
Consent of PricewaterhouseCoopers LLP

     You should rely only on information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated in this prospectus.

     We are not making an offer of these securities in any jurisdiction where the offering is not permitted.

     You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other the date on the front of this prospectus or the dates of the documents incorporated by reference.

WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file annual, quarterly and periodic reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. The SEC maintains a web site (http://www.sec.gov) on which our reports, proxy statements and other information are made available. Such reports, proxy statements and other information may also be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

     We have filed with the SEC a Registration Statement on Form S-3, under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered by this prospectus. This prospectus, which constitutes part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. Reference is hereby made to the Registration Statement and the exhibits to the Registration Statement for further information with respect to our company and the securities.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to “incorporate by reference” our publicly filed reports into this prospectus, which means that information included in those reports is considered part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and supersede the information contained in this prospectus and in prior reports. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities offered pursuant to this prospectus have been sold.

     The following documents filed with the SEC are incorporated by reference in this prospectus:

1.	Our Annual Report on Form 10-K for the year ended December 31, 2003;
2.	Our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2004;
3.	Reports on Form 8-K filed February 5, May 4, May 28, June 3, July 7 and August 5, 2004; and
4.	Our Registration Statement on Form 8-A, filed June 18, 2002, which contains a description of our capital stock.

     We will furnish without charge to you, on written or oral request, a copy of any or all of the above documents, other than exhibits to such documents which are not specifically incorporated by reference therein. You should direct any requests for documents to Investor Relations, Golden Star Resources Ltd., 10901 West Toller Drive, Suite 300, Littleton, Colorado, 80127-6312, telephone (303) 830-9000.

     The information relating to us contained in this prospectus is not comprehensive and should be read together with the information contained in the incorporated documents. Descriptions contained in the incorporated documents as to the contents of any contract or other document may not contain all of the information which is of interest to you. You should refer to the copy of such contract or other document filed as an exhibit to our filings.

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NON-GAAP FINANCIAL MEASURES

     In this prospectus, the terms “total cash cost” and “cash operating cost” are used on a per ounce of gold basis. Total cash cost per ounce is equivalent to mining operations expenses for the period divided by the number of ounces of gold sold during the period. Cash operating cost per ounce is equivalent to total cash cost per ounce, less production royalties. We have included total cash cost and cash operating cost information to provide investors with information about the cost structure of our mining operations. This information differs from measures of performance determined in accordance with GAAP in Canada and in the United States and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP and may not be comparable to similarly titled measures of other companies.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

     This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, with respect to our financial condition, results of operations, business, prospects, plans, objectives, goals, strategies, future events, capital expenditure, and exploration and development efforts. Words such as “anticipates,” “expects,” “intends,” “forecasts,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and similar expressions identify forward-looking statements. Although we believe that our plans, intentions and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained or incorporated by reference in this prospectus. These statements include comments regarding: the establishment and estimates of mineral reserves and resources, production, production commencement dates, productions costs, cash operating costs, total cash costs, grade, processing capacity, potential mine life, feasibility studies, development costs, expenditures, exploration, the closing of certain transactions including acquisitions and offerings, our expansion plans for Bogoso/Prestea and the development of and start of production at Wassa.

     The following, in addition to the factors described in “Risk Factors” in the accompanying prospectus supplement, are among the factors that could cause actual results to differ materially from the forward-looking statements:

• unexpected changes in business and economic conditions;

• significant increases or decreases in gold prices;

• changes in interest and currency exchange rates;

• timing and amount of production;

• unanticipated grade changes;

• unanticipated recovery or production problems;

• changes in mining and milling costs;

• metallurgy, processing, access, availability of materials, equipment, supplies and water;

• determination of reserves;

• changes in project parameters;

• costs and timing of development of new reserves;

• results of current and future exploration activities;

• results of pending and future feasibility studies;

• joint venture relationships;

• political or economic instability, either globally or in the countries in which we operate;

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• local and community impacts and issues;

• timing of receipt of government approvals;

• accidents and labor disputes;

• environmental costs and risks;

• competitive factors, including competition for property acquisitions; and

• availability of capital at reasonable rates or at all.

     These factors are not intended to represent a complete list of the general or specific factors that may affect us. We may note additional factors elsewhere in this prospectus, in an accompanying prospectus supplement and in any documents incorporated by reference into this prospectus and the related prospectus supplement. We undertake no obligation to update forward-looking statements.

OUR BUSINESS

     We are a Canadian international gold mining and exploration company headquartered in Littleton, Colorado, a suburb of Denver, Colorado and producing gold in Ghana, West Africa. Through our subsidiaries and joint ventures we own a controlling interest in four significant gold properties in Southern Ghana: the Bogoso property (“Bogoso”), the Prestea property (“Prestea”), the Wassa property (“Wassa”) and the Prestea Underground property (“Prestea Underground”). Bogoso and Prestea are adjoining properties, operating as a single operation and referred to as (“Bogoso/Prestea”). Bogoso/Prestea and the Prestea Underground are owned by our 90% owned subsidiary, Bogoso Gold Limited (“BGL”). In 2003, 174,315 ounces of gold were sold by Bogoso/Prestea, which has produced all of our gold since we became a gold producer in late 1999.

     Through a 90% owned subsidiary, we own the Wassa gold property, located some 35 kilometers east of Bogoso/Prestea. Wassa is currently in development, and we expect to begin commercial production in the third quarter of 2004 by milling material from the existing heap leach pads, possibly supplemented by higher grade ore from the open pit mine, with full production from the open pit anticipated in early 2005.

     The Prestea Underground is located on the Prestea property and consists of a currently inactive underground gold mine and associated support facilities. At mid-2004, BGL owned an approximately 90% operating interest in this mine, and we are now seeking to determine if the underground mine can be reactivated on a profitable basis.

     We also hold interests in gold exploration properties in Ghana, Sierra Leone, Mali, Suriname, French Guiana, Peru and Chile.

     Our corporate headquarters are located at 10901 West Toller Drive, Suite 300, Littleton, Colorado 80127 and our telephone number is (303) 830-9000.

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RISK FACTORS

     An investment in the securities involves a high degree of risk. You should consider the following discussion of risks in addition to the other information in this prospectus before purchasing any of the securities. In addition to historical information, the information in this prospectus contains “forward-looking” statements about our future business and performance. Our actual operating results and financial performance may be very different from what we expect as of the date of this prospectus. The risks below address some of the factors that may affect our future operating results and financial performance.

Financial Risks

Our business is substantially dependent on gold prices.

     The price of our common shares, our financial results and our exploration, development and mining activities have previously been, and would in the future be, significantly adversely affected by fluctuations in the price of gold. The price of gold is volatile and is affected by numerous factors beyond our control such as the sale or purchase of gold by various central banks and financial institutions, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional demand, and the political and economic conditions of major gold-producing countries throughout the world. If gold prices were to decline significantly or for an extended period of time, we might be unable to continue our operations, develop our properties or fulfill our obligations under our agreements with our partners or under our permits and licenses. As a result, we could lose our interest in, or be forced to sell, some of our properties.

     Furthermore, mineral reserve calculations and life-of-mine plans using significantly lower gold prices could result in reduced estimates of mineral reserves and non-reserve mineral resources and in material write-downs of our investment in mining properties and increased amortization, reclamation and closure charges.

We have recorded substantial losses in the past.

     While we had earnings of $6.3 million in the first six months of 2004, $22.0 million and $ 4.9 million in 2003 and 2002, respectively, we reported net losses of $20.6 million in 2001, $14.9 million in 2000, and $24.4 million in 1999. Numerous factors, including declining gold prices, lower than expected ore grades or higher than expected operating costs, and impairment write-offs of mine property and/or exploration property costs, could cause us to become unprofitable in the future. Any future operating losses could make financing our operations and our business strategy, or raising additional capital, difficult or impossible and could materially and adversely affect our operating results and financial condition.

Our obligations could strain our financial position and impede our business strategy.

     We have total debts and liabilities as of June 30, 2004 of $21.6 million, including $1.4 million payable to financial institutions, $12.2 million of current trade payables and accrued current liabilities and $8.0 million in environmental rehabilitation liabilities. We expect that our indebtedness and other liabilities will increase as a result of our corporate development activities. This indebtedness could have important consequences, including the following:

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

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• requiring us to dedicate a significant portion of our cash flow from operations to make debt service payments, which would reduce our ability to fund working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and

• placing us at a disadvantage when compared to our competitors that have less debt relative to their market capitalization.

Our estimates of mineral reserves and non-reserves could be inaccurate.

     There are numerous uncertainties inherent in estimating proven and probable mineral reserves and measured, indicated and inferred mineral resources, including many factors beyond our control. The accuracy of estimates of mineral reserves and non-reserves is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation, which could prove to be unreliable. There can be no assurance that these estimates will be accurate, that mineral reserves and non-reserves figures will be accurate, or that mineral reserves or non-reserves could be mined or processed profitably.

     Fluctuation in gold prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate could require revision of the estimate. The volume and grade of mineral reserves mined and processed and recovery rates might not be the same as currently anticipated. Any material reductions in estimates of our mineral reserves and non-reserves, or of our ability to extract these mineral reserves and non-reserves, could have a material adverse effect on our results of operations and financial condition.

We currently have only one source of operational cash flows.

     While we have recently received significant infusions of cash from sales of equity, our only current significant internal source of funds is operational cash flows from Bogoso/Prestea. We expect to commence production at Wassa in the third quarter of 2004, although there can be no assurance that our Wassa production goals will be achieved. The anticipated continuing exploration and development of our properties will require significant expenditures over the next several years. We expect that these expenditures will exceed free cash flows generated by Bogoso/Prestea during that period, and therefore we expect to use our excess cash and in the future to require additional outside capital. Lower gold prices during the five years prior to 2002 adversely affected our ability to obtain financing, and recurring lower gold prices could have similar effects in the future. We cannot assure you that in the future we will be able to obtain adequate financing on acceptable terms. If we are unable to obtain additional financing, we might need to delay or indefinitely postpone further exploration and development of our properties, and as a result, we could lose our interest in, or could be forced to sell, some of our properties.

Implementation of a hedging program might be unsuccessful and incur losses.

     We continue to review whether or not, in light of the potential for gold prices to fall, it would be appropriate to establish a hedging program. To date, we have not decided to implement a hedging program, although we have purchased and expect to continue to purchase puts from time to time, which give us the right to sell gold in the future at a fixed price. The implementation of a hedging program might not, however, protect adequately against declines in the price of gold.

     In addition, although a hedging program could protect us from a decline in the price of gold, it might also prevent us from benefiting fully from price increases. For example, as part of a hedging program, we could be obligated to sell gold at a price lower than the then-current market price. Finally, if unsuccessful, the costs of any hedging program could further deplete our financial resources.

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We are subject to fluctuations in currency exchange rates, which could materially adversely affect our financial position.

     Our revenues are in United States dollars, and we maintain most of our working capital in United States dollars or United States dollar-denominated securities. We convert funds to foreign currencies as payment obligations become due. A significant portion of the operating costs at Bogoso/Prestea is based on the Ghanaian currency, the Cedi. We are required to convert into Cedis only 20% of the foreign exchange proceeds that we receive from selling gold, but the Government of Ghana could require us to convert a higher percentage of such sales proceeds into Cedis in the future. In addition, we currently have future obligations that are payable in Euros, and receivables collectible in Euros. We obtain construction and other services and materials and supplies from providers in South Africa and other countries, and the costs of those services could increase due to changes in the value of the South African Rand or other currencies. Accordingly, we are subject to fluctuations in the rates of currency exchange between the United States dollar and these currencies, and such fluctuations could materially affect our financial position and results of operations. Consequently, construction, development and other costs might be higher than we anticipate. We currently do not hedge against currency exchange risks, although we might do so from time to time in the future. There can be no assurance that implementation of a currency hedging program would adequately protect us from the effects of fluctuation in currency exchange rates.

There could be no opportunity to evaluate the merits or risks of any future acquisition undertaken by us.

     As a key element of our growth strategy, we have stepped up the active pursuit of acquisitions of producing, development and advanced stage exploration properties and companies. We are actively investigating potential acquisition and merger candidates. Risks related to acquiring and operating acquired properties and companies could have a material adverse effect on our results of operations and financial condition. In addition, to acquire properties and companies, we would use our available cash, incur debt, issue our common shares or other securities, or a combination of any one or more of these. This could limit our flexibility to raise capital, to operate, explore and develop our properties and to make additional acquisitions, and could further dilute and decrease the trading price of our common shares. Acquisition transactions in our business are often initiated and completed over a particularly short period of time. There could be no opportunity for our shareholders to evaluate the merits or risks of any future acquisition undertaken by us except as required by applicable laws and regulations.

Risks inherent in acquisitions that we might undertake could adversely affect our growth and financial condition.

     We are actively pursuing the acquisition of producing, development and advanced stage exploration properties and companies, and have recently completed the acquisition and joint venture of exploration and development properties in Ghana, Sierra Leone and Mali. From time to time, we might acquire securities of or other interests in companies with which we could enter into acquisitions or other transactions. Acquisition transactions involve inherent risks, including:

• accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates;

• ability to achieve identified and anticipated operating and financial synergies;

• unanticipated costs;

• diversion of management attention from existing business;

• potential loss of our key employees or the key employees of any business we acquire;

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• unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and

• decline in the value of acquired properties, companies or securities.

     Any one or more of these factors or other risks could cause us not to realize the benefits anticipated to result from the acquisition of properties or companies, and could have a material adverse effect on our ability to grow and on our financial condition.

We are subject to litigation risks.

     All industries, including the mining industry, are subject to legal claims, with and without merit. We are involved in various routine legal proceedings, which include labor matters such as unfair termination claims, supplier matters and property issues incidental to our business. We believe it is unlikely that the final outcome of these legal proceedings will have a material adverse effect on our financial position or results of operation. However, defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will not have a material effect on our financial position or results of operations.

Operational Risks

The technology, capital costs and cost of production of refractory mineral reserves and non-reserves at Bogoso/Prestea remain subject to a number of uncertainties, including funding uncertainties.

     Based upon the completion of our Bogoso sulfide project feasibility study in 2001 and its subsequent review by a qualified person under Canada’s National Instrument 43-101, the refractory material at Bogoso/Prestea has been included in our proven and probable mineral reserves. While the sulfide project feasibility study indicated that refractory mineral reserves can be profitably mined and processed at current gold prices, the capital cost to upgrade the Bogoso processing plant with a bio-oxidation or BIOX circuit to process refractory ore, together with related mining equipment, and facilities, is significant. The capital cost of the sulfide project together with our other Bogoso/Prestea expansion plans including capitalized exploration, mine development, and expanding the mining fleet is expected to be approximately $70 million which is expected to be spent in 2004 and 2005. We cannot assure you that we will have access to capital, whether from internal or external sources, in the required amounts or on acceptable terms. While the processing technology envisioned in the feasibility study has been successfully utilized at other mines, we cannot assure you, in spite of our testing, engineering and analysis, that the technology will perform successfully at commercial production levels on the Bogoso/Prestea refractory sulfide ores. Therefore, we cannot assure you that our production estimates can be achieved.

Completion of our development of projects is subject to a number of uncertainties.

     We have completed a feasibility study regarding the development of and commencement of production at Wassa in Ghana using conventional CIL processing techniques and have commenced development of the Wassa mine. We cannot assure you that production will commence when we currently anticipate. We have not yet completed technical studies for the projected $70 million expansion of Bogoso/Prestea. The management of mine development projects and start-up of new operations are complex. We do not have a history of managing simultaneously two significant development projects and an ongoing operation. We cannot assure you that these development projects will be completed at the cost and on the schedule predicted, or that gold grades and recoveries, production rates or costs anticipated will be achieved. Any development of Wassa and expansion of Bogoso/Prestea are subject to all of the risks described in this prospectus, including “Risk Factors — Operational Risks — The development and operation of our mining projects involve numerous uncertainties.”

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Declining gold prices could reduce our estimates of mineral reserves and non-reserves and could result in delays in development until we can make new estimates and determine new potential economic development options under the lower gold price assumptions.

     In addition to adversely affecting our mineral reserve estimates and our financial condition, declining gold prices could impact operations by requiring a reassessment of the feasibility of all or a portion of a particular project. A reassessment might be the result of a management decision or could be required under financing arrangements related to the project. Even if the project is ultimately determined to be economically viable, the need to conduct a reassessment could cause substantial delays or might interrupt operations until the reassessment can be completed.

We are subject to a number of operational hazards that can delay production or result in liability to us.

Our activities are subject to a number of risks and hazards including:

• environmental hazards;

• discharge of pollutants or hazardous chemicals;

• industrial accidents;

• labor disputes and shortages;

• supply and shipping problems and delays;

• shortage of equipment and contractor availability;

• difficulty in applying technology such as bio-oxidation processing;

• unusual or unexpected geological or operating conditions;

• slope failures;

• cave-ins of underground workings;

• failure of pit walls or dams;

• fire;

• changes in the regulatory environment; and

• natural phenomena such as inclement weather conditions, floods and earthquakes.

These or other occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, delayed production, monetary losses and possible legal liability. We could incur liabilities as a result of pollution and other casualties. Satisfying such liabilities could be very costly and could have a material adverse effect on our financial position and results of operations.

Our mining operations are subject to numerous environmental laws, regulations and permitting requirements that can delay production and adversely affect operating and development costs.

     We cannot assure you that compliance with existing regulations governing the discharge of materials into the environment, or otherwise relating to environmental protection, in the jurisdictions where we have projects will not have a material adverse effect on our exploration activities, results of operations or competitive position. New or expanded regulations, if adopted, could affect the exploration or development of our projects or otherwise have a material adverse effect on our operations.

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     A significant portion of our recently acquired Dunkwa property and portions of our Wassa development property as well as some of our exploration properties in Ghana are located within forest reserve areas. Although Dunkwa and Wassa have been identified by the Government of Ghana as eligible for mining permits subject to normal procedures and a site inspection, there can be no assurance that permits for projects in forest reserve areas will be issued in a timely fashion, or at all, or that such permits will not contain special requirements with which it is burdensome or expensive to comply.

     Our relocation of the processing plant to Bondaye near Prestea, conversion of the existing Bogoso/Prestea processing plant to process refractory sulfides and other activities will require mining and other permits from the Government of Ghana. There can be no assurance that these permits will be issued on a timely basis or at all, or that permits issued will not be subject to requirements or conditions with which it is burdensome or expensive to comply. This could adversely affect our projected production commencement dates, production amounts and costs.

     As a result of the foregoing risks, project expenditures, production quantities and rates and cash operating costs, among other things, could be materially and adversely affected and could differ materially from anticipated expenditures, production quantities and rates, and costs. In addition, estimated production dates could be delayed materially. Any such events could materially and adversely affect our business, financial condition, results of operations and cash flows.

The development and operation of our mining projects involve numerous uncertainties.

     Mine development projects, including our ongoing development at Wassa and anticipated expansion at Bogoso/Prestea, typically require a number of years and significant expenditures during the development phase before production is possible.

     Development projects are subject to the completion of successful feasibility studies and environmental assessments, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:

• estimation of mineral reserves and mineral resources;

• anticipated metallurgical recovery rates;

• environmental considerations and permitting;

• future gold prices; and

• anticipated capital and operating costs of such projects.

     Our mine development projects could have limited relevant operating history upon which to base estimates of future operating costs and capital requirements. Estimates of proven and probable mineral reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses and might not prove to be accurate.

     Any of the following events, among others, could affect the profitability or economic feasibility of a project:

• unanticipated changes in grade and tonnage of ore to be mined and processed;

• unanticipated adverse geotechnical conditions;

• incorrect data on which engineering assumptions are made;

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• costs of constructing and operating a mine in a specific environment;

• availability and cost of processing and refining facilities;

• availability of economic sources of power;

• adequacy of water supply;

• adequate access to the site including competing land uses (such as agriculture and illegal mining);

• unanticipated transportation costs;

• government regulations (including regulations relating to prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);

• fluctuations in gold prices; and

• accidents, labor actions and force majeure events.

     Adverse effects on the operations or further development of a project could also adversely affect our business, financial condition, results of operations and cash flow. Because of these uncertainties, and others identified in “Risk Factors”, there can be no assurance that our production estimates at Bogoso/Prestea and Wassa can or will be achieved.

We need to continually obtain additional mineral reserves for gold production.

     Because mines have limited lives based on proven and probable mineral reserves, we must continually replace and expand our mineral reserves as our mines produce gold. At current average production rates, we estimate that Bogoso/Prestea has over ten years of mine life, but our estimates might not be correct and the mine life would be shortened if we expand production. Our ability to maintain or increase our annual production of gold will be dependent in significant part on our ability to bring new mines into production and to expand or extend the life of existing mines.

Gold exploration is highly speculative, involves substantial expenditures, and is frequently non-productive.

     Gold exploration, including the exploration of the Prestea Underground, involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in gold exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our gold exploration efforts will be successful. The success of gold exploration is determined in part on the following factors:

• the identification of potential gold mineralization based on superficial analysis;

• the quality of our management and our geological and technical expertise; and

• the capital available for exploration and development.

     Substantial expenditures are required to determine if a project has economically mineable mineralization. It could take several years to establish proven and probable mineral reserves and to develop and construct mining and processing facilities. As a result of these uncertainties, we cannot assure you that current and future exploration programs will result in the discovery of mineral reserves, the expansion of our existing mineral reserves and the development of mines.

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We face competition from other mining companies in connection with the acquisition of properties.

     We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious metals. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we might be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.

Title to our mineral properties could be challenged.

     Our policy is to seek to confirm the validity of our rights to title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Title insurance generally is not available, and our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions could be severely constrained. We might not have conducted surveys of all of the properties in which we hold direct or indirect interests and, therefore, their precise area and location could be in doubt. Accordingly, our mineral properties could be subject to prior unregistered agreements, transfers or claims, and title could be affected by, among other things, undetected defects. In addition, we might be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

We depend on the services of key executives.

     We are dependent on the services of key executives including our President and Chief Executive Officer and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of our company, the loss of these persons or our inability to attract and retain additional highly skilled employees could adversely affect the exploration and development of our properties, which could have a material adverse effect on our business and future operations.

     The period of weak gold prices prior to 2002 resulted in the depletion in the number of trained and experienced professionals and managers in our industry. Higher gold prices have resulted in an increased demand for these people, and it could therefore be more difficult to attract or retain such experienced professionals and managers without significantly increasing the cost to Golden Star.

Our insurance coverage could be insufficient.

     Our business is subject to a number of risks and hazards generally, including:

• adverse environmental conditions;

• industrial accidents;

• labor disputes;

• unusual or unexpected geological conditions;

• ground or slope failures;

• cave-ins;

• changes in the regulatory environment;

• natural phenomena such as inclement weather conditions, floods and earthquakes; and

• political risks including expropriation and civil war.

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     Such occurrences could result in:

• damage to mineral properties or production facilities;

• personal injury or death;

• loss of legitimate title to properties;

• environmental damage to our properties or the properties of others;

• delays in mining;

• monetary losses; and

• possible legal liability.

     Although we maintain insurance in amounts that we believe to be reasonable, our insurance might not cover all the potential risks associated with our business. We might also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage might not continue to be available or might not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which we cannot insure against or which we might elect not to insure against because of premium costs or other reasons. Losses from these events might cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

Governmental and Regulatory Risks

As a holding company, limitations on the ability of our operating subsidiaries to make distributions to us could adversely affect the funding of our operations.

     We are a holding company that conducts operations through foreign (principally African) subsidiaries and joint ventures, and substantially all of our assets consist of equity in these entities. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and these entities, or among these entities, could restrict our ability to fund our operations efficiently. Any such limitations, or the perception that such limitations might exist now or in the future, could have an adverse impact on our valuation and stock price.

We are subject to changes in the regulatory environment where we operate.

     Our mining operations and exploration activities are subject to extensive regulation governing various matters, including:

• licensing

• production

• taxes

• water disposal

• toxic substances

• exports

• imports

• labor standards

• occupational health and safety

• mine safety

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• development and permitting

• environmental protections

     Compliance with these regulations increases the costs of the following:

• planning

• designing

• drilling

• operating

• developing

• constructing

• closure and reclamation

     We believe that we are in substantial compliance with current laws and regulations in Ghana and elsewhere. However, these laws and regulations are subject to frequent change and reinterpretation. Due to the substantial increase in mining development during 2003 in Ghana, the Government of Ghana has been reviewing the adequacy of reclamation bonds and guarantees throughout the country and in some cases has requested higher levels of bonding than previously had been required. There can be no assurance that our bonds would not increase. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation or interpretation of these laws and regulations could have a material adverse impact on us, cause a reduction in levels of production and delay or prevent the development or expansion of our properties in Ghana.

     Government regulations limit the proceeds from gold sales that could be withdrawn from Ghana. Changes in regulations that increase these restrictions could have a material adverse impact on us, as Bogoso/Prestea is currently our only source of internally generated operating cash flows.

The Government of Ghana has the right to participate in the ownership and control of certain subsidiaries.

     The Government of Ghana currently has a 10% carried interest in our subsidiaries that own our Bogoso/Prestea mine, Wassa development property and Prestea Underground property. The Government of Ghana also has: (a) the right to acquire up to an additional 20% equity interest in each of these subsidiaries for a price to be determined by agreement or arbitration; (b) the right to acquire a special share or golden share in such subsidiaries at any time for no consideration or such consideration as the Government of Ghana and such subsidiaries might agree; and (c) a pre-emptive right to purchase all gold and other minerals produced by such subsidiaries. We cannot assure you that the Government of Ghana would not seek to exercise one or more of these rights, which could reduce our equity interest. A reduction in our equity interest could reduce our income or cash flows from Bogoso/Prestea and/or reduce our anticipated income or cash flows from Wassa, reducing amounts available to us for reinvestment and adversely affecting our ability to take certain actions.

We are subject to risks relating to exploration, development and operations in foreign countries.

     Certain laws, regulations and statutory provisions in certain countries in which we have mineral rights could, as they are currently written, have a material negative impact on our ability to develop or operate a commercial mine. For countries where we have exploration or development stage projects, we intend to negotiate mineral agreements with the governments of these countries and seek variances or otherwise be exempted from the provisions of these laws, regulations and/or statutory provisions. We cannot assure you, however, that we will be successful in obtaining mineral agreements or variances or exemptions on commercially acceptable terms.

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     Our assets and operations are affected by various political and economic uncertainties, including:

• the risks of war, civil unrest, coups or other violent or unexpected changes in government;

• political instability and violence;

• expropriation and nationalization;

• renegotiation or nullification of existing concessions, licenses, permits, and contracts;

• illegal mining;

• changes in taxation policies;

• restrictions on foreign exchange and repatriation; and

• changing political conditions, currency controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Illegal mining occurs on our properties, is difficult to control, can disrupt our business and can expose us to liability.

     Artisanal miners illegally work on our properties from time to time, despite the fact that we have hired security personnel to protect our properties. The presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits. The work performed by the illegal miners could cause environmental damage or other damage to our properties, or personal injury or death for which we could potentially be held responsible. Extensive illegal mining could result in surface depletion of mineral deposits, potentially making the future mining of such deposits uneconomic.

Our activities are subject to complex laws, regulations and accounting standards that can adversely affect operating and development costs, the timing of operations, the ability to operate and financial results.

     Our business, mining operations and exploration and development activities are subject to extensive Canadian, United States, Ghanaian and other foreign, federal, state, provincial, territorial and local laws and regulations governing exploration, development, production, exports, taxes, labor standards, waste disposal, protection of the environment, reclamation, historic and cultural resource preservation, mine safety and occupational health, toxic substances, reporting and other matters, as well as accounting standards. Compliance with these laws, regulations and standards or the imposition of new such requirements could adversely affect operating and development costs, the timing of operations, the ability to operate and financial results.

Market Risks

The market price of our common shares could experience volatility and could decline significantly.

     Our common shares are listed on the American Stock Exchange and the Toronto Stock Exchange. Securities of small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Our share price is also likely to be significantly affected by short-term changes in gold prices or in our financial condition or results of operations as reflected in our quarterly earnings reports. Other

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factors unrelated to our performance that could have an effect on the price of our common shares include the following:

• the extent of analytical coverage available to investors concerning our business could be limited if investment banks with research capabilities do not continue to follow our securities;

• the trading volume and general market interest in our securities could affect an investor’s ability to trade significant numbers of common shares;

• the relatively small size of the public float will limit the ability of some institutions to invest in our securities; and

• a substantial decline in our stock price that persists for a significant period of time could cause our securities to be delisted from the American Stock Exchange and the Toronto Stock Exchange, further reducing market liquidity.

     As a result of any of these factors, the market price of our common shares at any given point in time might not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

You could have difficulty or be unable to enforce certain civil liabilities on us, certain of our directors and our experts.

     We are a Canadian corporation. Substantially all of our assets are located outside of Canada and the United States, and our head office is located in the United States. Additionally, a number of our directors and the experts named in this prospectus are residents of Canada. Although we have appointed Koffman Kalef, Suite 1900, 885 West Georgia Street, Vancouver, British Columbia and Field LLP, 1900, 350 — 7th Avenue S.W., Calgary, Alberta as our agents for service of process in the Provinces of British Columbia and Alberta respectively, it might not be possible for investors to collect judgments obtained in Canadian courts predicated on the civil liability provisions of securities legislation. It could also be difficult for you to effect service of process in connection with any action brought in the United States upon such directors and experts. Execution by United States courts of any judgment obtained against us or, any of the directors, executive officers or experts named in this prospectus in United States courts would be limited to the assets of Golden Star Resources Ltd. or the assets of such persons or corporations, as the case might be, in the United States. The enforceability in Canada of United States judgments or liabilities in original actions in Canadian courts predicated solely upon the civil liability provisions of the federal securities laws of the United States is doubtful.

There may be certain tax risks associated with investments in our company.

     Potential investors that are United States taxpayers should consider that we could be considered to be a “passive foreign investment company” (“PFIC”) for federal income tax purposes. Although we believe that we currently are not a PFIC and do not expect to become a PFIC in the near future, the tests for determining PFIC status are dependent upon a number of factors, some of which are beyond our control, and we can not assure you that we would not become a PFIC in the future. If we were deemed to be a PFIC, then a United States taxpayer who disposes or is deemed to dispose of our shares at a gain, or who received a so-called “excess distribution” on the shares, generally would be required to treat such gain or excess distribution as ordinary income and pay an interest charge on a portion of the gain or distribution unless the taxpayer makes a timely qualified electing fund election (a “QEF” election). A United States taxpayer who makes a QEF election generally must report on a current basis his or her share of any of our ordinary earnings and net capital gain for any taxable year in which we are a PFIC, whether or not we distribute those earnings. Special estate tax rules could be applicable to our shares if we are classified as a PFIC for income tax purposes.

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We do not anticipate paying dividends in the foreseeable future.

     We anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business. We do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of our board of directors after taking into account many factors, including our operating results, financial condition, and current and anticipated cash needs.

Future sales of our common shares by our existing shareholders could decrease the trading price of the common shares.

     Sales of a large number of our common shares in the public markets, or the potential for such sales, could decrease the trading price of our common shares and could impair our ability to raise capital through future sales of our common shares. We completed sales of units, comprised of common shares and warrants, in January, July and December 2002 and February 2003 and sales of common shares in August, October, and December 2003, all but the October and December 2003 offerings at prices significantly less than the current market price of our common shares. Accordingly, a significant number of our shareholders have an investment profit in our securities that they could seek to liquidate. Substantially all of our common shares not held by affiliates can be resold without material restriction in the United States and Canada.

The existence of outstanding rights to purchase common shares could impair our ability to raise capital.

     As of September 10, 2004 approximately 14.7 million common shares are issuable on exercise of warrants, options or other rights to purchase common shares at prices ranging from Cdn$1.02 to Cdn$9.07. During the life of the warrants, options and other rights, the holders are given an opportunity to profit from a rise in the market price of our common shares with a resulting dilution in the interest of the other shareholders. Our ability to obtain additional financing during the period such rights are outstanding could be adversely affected, and the existence of the rights could have an adverse effect on the price of our common shares. The holders of the warrants, options and other rights can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital by new offering of securities on terms more favorable than those provided by the outstanding rights.

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USE OF PROCEEDS

     Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered under this prospectus for the exploration and development of our mining properties in Ghana, acquisition, exploration and development of additional properties or interests, working capital and general corporate purposes. Pending the application of the net proceeds, we expect to invest the proceeds in treasury bills, investment-grade, interest-bearing instruments, or other securities.

PLAN OF DISTRIBUTION

     We may offer the securities directly to one or more purchasers, through agents, or through underwriters or dealers designated from time to time. We may distribute the securities from time to time in one or more transactions at a fixed price or prices (which may be changed from time to time), at market prices prevailing at the times of sale, at prices related to these prevailing market prices or at negotiated prices. We may offer securities in the same offering, or we may offer securities in separate offerings. The applicable prospectus supplement will describe the terms of the offering of the securities, including:

• the offeror(s) of the securities;

• the terms of the securities to which the prospectus supplement relates;

• the name or names of any underwriters;

• the purchase price of the securities and the proceeds to be received from the sale;

• any underwriting discounts and other items constituting underwriters’ compensation; and

• any discounts or concessions allowed or reallowed or paid to dealers.

     If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. The obligations of the underwriters to purchase securities will be subject to the conditions precedent agreed to by the parties and the underwriters will be obligated to purchase all the securities of a class or series if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

     Securities may be sold directly by our company or through agents designated by our company from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by our company to any agent will be set forth, in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

     We may authorize agents or underwriters to solicit offers by eligible institutions to purchase securities from our company at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable prospectus supplement.

     Agents and underwriters may be entitled to indemnification by our company against some civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make relating to these liabilities. Agents and underwriters may be customers of, engage in transactions with, or perform services for, our company in the ordinary course of business.

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     Each class or series of securities other than the common shares will be a new issue of securities with no established trading market. Any underwriter may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for any securities.

DESCRIPTION OF COMMON SHARES

     We are authorized to issue an unlimited number of common shares, without par value. As of September 10, 2004, there were 141,848,937 common shares outstanding.

Dividend Rights

     Holders of our common shares may receive dividends when, as and if declared by our board on the common shares, subject to the preferential dividend rights of any other classes or series of shares of our company. In no event may a dividend be declared or paid on the common shares if payment of the dividend would cause the realizable value of our company’s assets to be less than the aggregate of its liabilities and the amount required to redeem all of the shares having redemption or retraction rights, which are then outstanding.

Voting and Other Rights

     Holders of our common shares are entitled to one vote per share, and in general, all matters will be determined by a majority of votes cast.

Election of Directors

     All of the directors resign before each annual meeting of shareholders and are eligible for reelection. Directors are elected by a majority of votes cast.

Liquidation

     In the event of any liquidation, dissolution or winding up of Golden Star, holders of the common shares have the right to a ratable portion of the assets remaining after payment of liabilities and liquidation preferences of any preferred shares or other securities that may then be outstanding.

Redemption

     Golden Star common shares are not redeemable or convertible.

Rights Agreement

     Rights to purchase our common shares have been issued to holders of our common shares under a rights agreement between us and CIBC Mellon Trust Company. One right is attached to each common share. If the rights become exercisable following the occurrence of certain specified events, each right will entitle the holder, within certain limitations, to purchase one common share for three times the market price of the common shares, subject to adjustment. In certain events (including when a person or group becomes the beneficial owner of 20% or more of any class of our voting shares without complying with the “permitted bid” provisions of the rights agreement or without the approval of our board of directors), exercise of the rights would entitle the holders of the rights (other than the acquiring person or group) to acquire our common shares with a market value equal to twice the exercise price, subject to adjustment. Accordingly, exercise of the rights may cause substantial dilution to a person who attempts to acquire us. The rights, which expire at the close of business on the date of our annual

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meeting of shareholders in 2007 (unless extended as provided in the rights agreement), may be redeemed at a price of Cdn$0.00001 per right at any time until a person or group has acquired 20% of our common shares, except as otherwise provided in the rights agreement. The rights agreement may have certain antitakeover effects.

Other Provisions

     All outstanding common shares are, and the common shares offered by this prospectus or obtainable on exercise or conversion of other securities offered hereby, if issued in the manner described in this prospectus and the applicable prospectus supplement, will be, fully paid and non-assessable.

     You should read the prospectus supplement relating to any offering of common shares, or of securities convertible, exchangeable or exercisable for common shares, for the terms of the offering, including the number of common shares offered, any initial offering price and market prices relating to the common shares.

     This section is a summary and may not describe every aspect of our common shares that may be important to you. We urge you to read our Articles of Arrangement and our bylaws, because they, and not this description, define your rights as a holder of our common shares. See “Where You Can Find More Information” for information on how to obtain copies of these documents.

     CIBC Mellon Trust Company, The Oceanic Plaza, 1066 West Hastings Street, Suite 1600, Vancouver, BC V6E 3X1, Canada, is the transfer agent and registrar for our common shares.

DESCRIPTION OF PREFERRED SHARES

     We are authorized to issue an unlimited number of preferred shares, without par value. As of September 10, 2004, there were no preferred shares outstanding. Preferred shares are issuable in such classes or series as are determined by the board of directors, who have the authority to determine the relative rights and preferences of each such class or series. The board of directors has not designated any class or series of preferred shares.

     The issuance of preferred shares could adversely affect the voting power of holders of our common shares, and the likelihood that preferred holders will receive dividend and liquidation preferences may have the effect of delaying, deferring or preventing a change in control of Golden Star, which could depress the market price of our common shares. Unless otherwise indicated in the prospectus supplement, all preferred shares to be issued from time to time under this prospectus will be fully paid and nonassessable.

     The prospectus supplement relating to the preferred shares offered will contain a description of the specific terms of that series as fixed by our board of directors, including, as applicable:

• the number of preferred shares offered and the offering price of the preferred shares;

• the title and stated value of the preferred shares;

• the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation of such rates, periods or dates applicable to the preferred shares;

• the date from which dividends on the preferred shares will accumulate, if applicable;

• the liquidation rights of the preferred shares;

• the procedures for auction and remarketing, if any, of the preferred shares;

• the sinking fund provisions, if applicable, for the preferred shares;

• the redemption provisions, if applicable, for the preferred shares;

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• whether the preferred shares will be convertible into or exchangeable for other securities and, if so, the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio and the conversion or exchange period (or the method of determining the same);

• whether the preferred shares will have voting rights and the terms of any voting rights, if any;

• whether the preferred shares will be listed on any securities exchange;

• whether the preferred shares will be issued with any other securities and, if so, the amount and terms of these securities; and

• any other specific terms, preferences or rights of, or limitations or restrictions on, the preferred shares.

     The applicable prospectus supplement will also contain a discussion of the material United States federal income tax considerations relevant to the purchase and ownership of the preferred shares offered by the prospectus supplement.

     The transfer agent for each series of preferred shares will be described in the prospectus supplement.

DESCRIPTION OF WARRANTS

     At September 10, 2004, there were three series of warrants outstanding to purchase a total of 9.3 million common shares. Of the total, approximately 8.4 million were issued during 2003 and 0.9 million were issued during 2002:

		Amount				Expiration
Issued with:	Date Issued	Outstanding		Exercise Price	Term	Date
Broker warrants	July 24, 2002		385,000	Cdn$2.28	2 years(1)	July 24, 2005
Private placement	December 12, 2002		490,000	$1.50	2 years	December 12, 2004
Equity offering	February 14, 2003		8,448,334	Cdn$4.60	4 years	February 14, 2007
Total			9,323,334

⁽¹⁾ The July 24, 2002 broker warrants are exercisable during a two-year period beginning July 24, 2003.

     The investor’s warrants issued in conjunction with the February 14, 2003 equity offering are traded on the Toronto Stock Exchange under the symbol GSC.WT.A. There is no public market for our other warrants.

     We may issue warrants for the purchase of debt securities, preferred shares, common shares or units consisting of any combination of the foregoing securities. Each series of warrants will be issued under a separate warrant agreement. The applicable prospectus supplement will describe the terms of the warrants offered, including but not limited to the following:

• the number of warrants offered;

• the price or prices at which the warrants will be issued;

• the currency or currencies in which the prices of the warrants may be payable;

• the securities for which the warrants are exercisable;

• whether the warrants will be issued with any other securities and, if so, the amount and terms of these securities;

• the amount of securities purchasable upon exercise of each warrant and the price at which and the currency or currencies in which the securities may be purchased upon such exercise, and the events or conditions under which the amount of securities may be subject to adjustment;

• the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;

• the circumstances, if any, which will cause the warrants to be deemed to be automatically exercised;

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• any material risk factors relating to such warrants;

• if applicable, the identity of the warrant agent; and

• any other terms of such warrants.

     Prior to the exercise of any warrants, holders of such warrants will not have any rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends, or the right to vote such underlying securities.

     Prospective purchasers of warrants should be aware that special United States federal income tax, accounting and other considerations may be applicable to instruments such as warrants. The applicable prospectus supplement will describe such considerations, to the extent they are material, as they apply generally to purchasers of such warrants.

DESCRIPTION OF CONVERTIBLE DEBT SECURITIES

     This prospectus describes certain general terms and provisions of our convertible debt securities. When we offer to sell a particular series of convertible debt securities, we will describe the specific terms of the series in a supplement to this prospectus.

     The debt securities will be issued under an indenture between us and a duly qualified financial institution, as trustee. Unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness. We have summarized select portions of the indenture below. The summary may not contain all the terms that are important to you. You should read the form of the indenture that has been filed as an exhibit to the Registration Statement of which this prospectus is a part. Capitalized terms used in the summary have the meanings specified in the indenture.

General

     The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officer’s certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series.

     The indenture does not limit the amount of debt securities that we may issue under the indenture. The debt securities may be issued in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus supplement relating to any series of debt securities being offered, the aggregate principal amount, prices and terms of the debt securities. These terms may include:

• the title of the debt securities;

• the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;

• any limit on the aggregate principal amount of the debt securities;

• the date or dates on which we will pay the principal on the debt securities;

• the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

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• the place or places where principal, premium and interest payments may be made on the debt securities;

• the currency or currencies in which the debt securities are issued and payable;

• the conversion or exchange provisions applicable to the debt securities;

• any mandatory or optional redemption provisions applicable to the debt securities;

• any sinking fund or analogous provisions applicable to the debt securities;

• the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

• whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

• the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the entire principal amount;

• any provisions relating to any security provided for the debt securities;

• any additions or changes to, or deletions from, the events of default, covenants or acceleration provisions applicable to the debt securities;

• the trustee for the series of debt securities and any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; and

• any other specific terms of the debt securities, which may modify or delete any provision of the indenture as it applies to that series.

     We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture.

     If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

     Each debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, as depositary, or a nominee (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading “Book-Entry Debt Securities” below, debt securities will not be issuable in certificated form.

Book-Entry Debt Securities

     Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary. The depositary has indicated it intends to follow the following procedures with respect to book-entry debt securities.

     Ownership of beneficial interests in book-entry debt securities will be limited to persons that have accounts with the depositary for the related global debt security, which we refer to as participants, or persons that may hold interests through participants. Upon the issuance of a global debt security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the book-entry debt securities represented by such global debt security beneficially owned by such participants. The accounts to be credited will be designated by any dealers, underwriters or agents participating in the distribution of the book-entry debt securities. Ownership of book-entry debt securities will be shown on, and the

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transfer of such ownership interests will be effected only through, records maintained by the depositary for the related global debt security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to own, transfer or pledge beneficial interests in book-entry debt securities.

     So long as the depositary for a global debt security, or its nominee, is the registered owner of that global debt security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the book-entry debt securities represented by such global debt security for all purposes under the indenture. Except as described below, beneficial owners of book-entry debt securities will not be entitled to have securities registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive form representing securities and will not be considered the owners or holders of those securities under the indenture. Accordingly, each person beneficially owning book-entry debt securities must rely on the procedures of the depositary for the related global debt security and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture.

     We understand, however, that under existing industry practice, the depositary will authorize the persons on whose behalf it holds a global debt security to exercise certain rights of holders of debt securities, and the indenture provides that we, the trustee and our respective agents will treat as the holder of a debt security the persons specified in a written statement of the depositary with respect to that global debt security for purposes of obtaining any consents or directions required to be given by holders of the debt securities pursuant to the indenture.

     We will make payments of principal of, and premium and interest on, book-entry debt securities to the depositary or its nominee, as the case may be, as the registered holder of the related global debt security. Golden Star, the trustee and any other agent of ours or agent of the trustee will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global debt security or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.

     We expect that the depositary, upon receipt of any payment of principal of, or premium or interest on, a global debt security, will immediately credit participants’ accounts with payments in amounts proportionate to the respective amounts of book-entry debt securities held by each participant as shown on the records of such depositary. We also expect that payments by participants to owners of beneficial interests in book-entry debt securities held through those participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

     We will issue certificated debt securities in exchange for each global debt security if the depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days. In addition, we may at any time and in our sole discretion determine not to have the book-entry debt securities of any series represented by one or more global debt securities and, in that event, will issue certificated debt securities in exchange for the global debt securities of that series. Global debt securities will also be exchangeable by the holders for certificated debt securities if an event of default with respect to the book-entry debt securities represented by those global debt securities has occurred and is continuing. Any certificated debt securities issued in exchange for a global debt security will be registered in such name or names as the depositary shall instruct the trustee. We expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of book-entry debt securities relating to such global debt security.

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     We have obtained the foregoing information concerning the depositary and the depositary’s book-entry system from sources we believe to be reliable, but we take no responsibility for the accuracy of this information.

Certificated Debt Securities

     Transfer or Exchange of Certificated Debt Securities. You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.

     You may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

No Protection In the Event of a Change of Control

     Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.

Covenants

     We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities. Unless otherwise provided in the applicable prospectus supplement, the following covenant will apply to all debt securities.

     Consolidation, Merger and Sale of Assets

     We may not, unless the terms of debt securities provide otherwise, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any person, which we refer to as a successor person, unless:

• we are the surviving corporation, or the surviving entity (if other than Golden Star) or the acquiror of our properties and assets is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations under the debt securities and the indenture;

• immediately prior to and after giving effect to the transaction, no default or event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing under the indenture; and

• certain other conditions are met.

Events of Default

     Unless otherwise provided in the applicable prospectus supplement, the indenture defines an event of default with respect to any series of debt securities, as one or more of the following:

• default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of that default for a period of 30 days;

• default in the payment of principal of any debt security of that series when due and payable;

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• an event of default occurs and is continuing, or the failure by us to comply with any of the agreements contained in the debt securities of that series or the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or from the holders of not less than 50% in principal amount of the outstanding debt securities of that series as provided in the indenture;

• certain events of bankruptcy, insolvency or reorganization of our company; and

• any other event of default provided with respect to debt securities of that series that is described in the applicable prospectus supplement accompanying this prospectus.

     No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under our bank credit agreements in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.

     If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 50% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such lesser amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind the acceleration if all events of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.

     Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of outstanding debt securities if the request conflicts with law or the indenture, is unduly prejudicial to the rights of another holder of debt securities of that series, or may involve the trustee in personal liability.

     No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

• that holder has previously given to the trustee written notice of a continuing event of default with respect to debt securities of that series; and

• the holders of at least a majority in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable indemnity, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of a majority in principal amount of the

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outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.

     Notwithstanding the foregoing, the holder of any debt security’s right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment shall not be impaired or affected without the consent of the holder.

     The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default or event of default (except in payment on any debt securities of that series) with respect to debt securities of that series if it in good faith determines that withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

     Golden Star and the trustee as to any series of debt securities may modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. The holders of at least a majority in principal amount of outstanding debt securities of the series affected may also waive compliance in a particular instance with any provision of the indenture. Nevertheless, in no event may a modification, amendment or waiver, without the consent of the holders of each series of affected debt security then outstanding:

• reduce the amount of debt securities whose holders must consent to an amendment or waiver;

• reduce the amount of, or postpone the date fixed for, the payment of a sinking fund or analogous provision;

• reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;

• reduce the principal of or premium on or change the fixed maturity of any debt security or waive a redemption payment or alter the redemption provisions with respect thereto;

• make the principal of or premium or interest on any debt security payable in a currency other than that stated in the debt security;

• reduce the principal amount of original issue discount securities payable upon acceleration of maturity;

• make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or

• waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration).

     Subject to the limitations discussed above, the holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any existing or past default or event of default under the indenture with respect to that series and its consequences, except a default or event of default in the payment of the principal of, premium or any interest on any debt security of that series or in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

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Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

     Legal Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost or mutilated debt securities of such series, and to maintain paying agencies and certain provisions relating to the treatment of funds held by paying agents). We will be so discharged upon the deposit with the trustee, in trust, of money and/or United States government obligations or, in the case of debt securities denominated in a single currency other than United States dollars, foreign government obligations, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.

     This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

     Covenant Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:

• we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and

• any omission to comply with those covenants will not constitute a default or an event of default with respect to the debt securities of that series, or an event of covenant defeasance.

     The conditions include:

• depositing with the trustee money and/or United States government obligations or, in the case of debt securities denominated in a single currency other than United States dollars, foreign government obligations, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and

• delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.

     Covenant Defeasance and Events of Default. In the event we exercise our option to effect covenant defeasance with respect to any series of debt securities, and the debt securities of that series are declared due and payable because of the occurrence of any event of default, the amount of money and/or United States government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due

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on the debt securities of that series at the time of the acceleration resulting from the event of default. However, we shall remain liable for those payments.

     For purposes of this discussion, “foreign government obligations” means, with respect to debt securities of any series that are denominated in a currency other than United States dollars:

• direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged which are not callable or redeemable at the option of the issuer thereof; or

• obligations of a person controlled or supervised by or acting as an agency or instrumentality of that government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by that government which are not callable or redeemable at the option of the issuer thereof.

Federal Income Tax Consequences and Other Special Considerations

     We will provide you with information on the federal income tax and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of earnings to fixed charges is as follows for the period indicated:

SIX MONTHS ENDED				FISCAL YEAR ENDED DECEMBER 31
June 30,		June 30,
2003		2004		1999		2000		2001		2002		2003
	60x		42x		—(1)		—(1)		—(1)		16x		93x

(1) For fiscal years ended December 31, 1999, 2000 and 2001, earnings were insufficient to cover fixed charges.

     We have computed the ratio of fixed charges by dividing earnings by fixed charges. For this purpose, “earnings” consist of income/(loss) from operations before income tax, minority interest adjustments and changes in accounting principles and fixed charges, and “fixed charges” consists of the interest portion of rental expense and interest incurred. Please refer to Exhibit 12 filed with the registration statement of which this prospectus constitutes a part for additional information regarding the ratio of earnings to cover fixed charges.

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LIMITATION OF LIABILITY AND INDEMNIFICATION

     We have entered into agreements with our directors and officers indemnifying such directors and officers to the extent permitted by the Canada Business Corporations Act, or CBCA, and our by-laws. Our by-laws provide that we will indemnify any such person in such circumstances as the CBCA or law permits or requires.

     Our ability to indemnify our directors and officers is governed by section 124 of the CBCA. Under this provision, we may indemnify a director or officer, a former director or officer or another individual who acts or acted at our request as a director or officer or in a similar capacity, of another entity (the “individual”) against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of their association with us or such other entity. However, we may not indemnify an individual unless the individual:

     a. acted honestly and in good faith with a view to the best interests of our or such other entity for which the individual acted as director or officer or in a similar capacity at our request, as the case may be; and

     b. in the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

     We may advance funds to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual shall repay the amount advanced if the individual does not fulfill the conditions of sections (a) and (b) above.

     With the approval of a court, we may indemnify an individual, or advance funds, in respect of an action by or on our behalf or by or on behalf of another entity to procure a judgment in our favor to which the individual is made a party because of the individual’s association with us or such other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfills the conditions in clauses (a) and (b) above.

     In addition to the right to indemnification set forth in the agreements with our directors and our by-laws, the CBCA provides that an individual is entitled to indemnification from us in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with us or such other entity, if the individual seeking indemnity:

     a. was not judged by the court of other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

     b. fulfills the conditions set out in clauses (a) and (b) above.

     We maintain a directors’ and officers’ liability insurance policy which insures directors and officers for losses as a result of claims based upon the acts or omissions of our directors and officers, including liabilities arising under the Securities Act, and also reimburses us for payments made pursuant to the indemnity provisions under the CBCA.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed

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that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

LEGAL MATTERS

     Fasken Martineau DuMoulin LLP of Toronto, Ontario, has provided its opinion on the validity of the securities offered by this prospectus.

EXPERTS

     The financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     We will pay all expenses in connection with the issuance and distribution of the securities being registered. The following is an itemized statement of these expenses (all amounts are estimated except for the SEC fees):

SEC Registration Fee	$	38,010
AMEX Listing Fee*	$
NASD Filing Fee*	$
Blue Sky Fees and Expenses*	$
Legal Fees*	$
Accountant’s Fees*	$
Trustee and Transfer Agent Fees*	$
Printing and Engraving*	$
Miscellaneous*	$
Total*	$

*To be supplied in a prospectus supplement.

Item 15. Indemnification of Officers and Directors.

     We have entered into agreements with our directors and officers indemnifying such directors and officers to the extent permitted by the Canada Business Corporations Act, or CBCA, and our by-laws. Our by-laws provide that we will indemnify any such person in such circumstances as the CBCA or law permits or requires.

     Our ability to indemnify our directors and officers is governed by section 124 of the CBCA. Under this provision, we may indemnify a director or officer, a former director or officer or another individual who acts or acted at our request as a director or officer or in a similar capacity, of another entity (the “individual”) against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of their association with us or such other entity. However, we may not indemnify an individual unless the individual:

     a. acted honestly and in good faith with a view to the best interests of our or such other entity for which the individual acted as director or officer or in a similar capacity at our request, as the case may be; and

     b. in the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

     We may advance funds to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual shall repay the amount advanced if the individual does not fulfill the conditions of sections (a) and (b) above.

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     With the approval of a court, we may indemnify an individual, or advance funds, in respect of an action by or on our behalf or by or on behalf of another entity to procure a judgment in our favor to which the individual is made a party because of the individual’s association with us or such other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfills the conditions in clauses (a) and (b) above.

     In addition to the right to indemnification set forth in the agreements with our directors and our by-laws, the CBCA provides that an individual is entitled to indemnification from us in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with us or such other entity, if the individual seeking indemnity:

     a. was not judged by the court of other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

     b. fulfills the conditions set out in clauses (a) and (b) above.

     We maintain a directors’ and officers’ liability insurance policy which insures directors and officers for losses as a result of claims based upon the acts or omissions of our directors and officers, including liabilities arising under the Securities Act, and also reimburses us for payments made pursuant to the indemnity provisions under the CBCA.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 16. Exhibits.

Exhibit
No.	Description
1.1	Form of Underwriting Agreement (1)
1.2	Form of Placement Agent Agreement (1)
4.1	Incorporating Documents of the Company, including: Articles of Arrangement dated May 14, 1992, with Plan of Arrangement attached, with Certificate of Amendment with respect thereto dated May 15, 1992; Certificate of Amendment dated May 15, 1992, with Articles of Amendment; Certificate of Amendment dated March 26, 1993, with Articles of Amendment; Articles of Arrangement dated March 7, 1995, with Plan of Arrangement attached, with Certificate of Amendment with respect thereto dated March 14, 1995; Certificate of Amendment dated July 29, 1996, with Articles of Amendment; and Certificate of Amendment dated July 10, 2002, with Articles of Amendment (all incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 23, 2003)
4.2	Bylaws of the Company, including: Bylaw Number One, amended and restated as of April 3, 2002 (2); Bylaw Number Two, effective May 15, 1992 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on January 23, 2003); and Bylaw Number Three, effective May 15, 1992 (incorporated by reference to Exhibit 4.2

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Exhibit
No.	Description
	to the Company’s Form 8-K filed on January 23, 2003)
4.3	Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004 between Golden Star Resources Ltd. and CIBC Mellon Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2004)
4.4	Form of Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (Reg. No. 333-91666), filed on July 15, 2002)
4.5	Form of Specimen Certificate for Preferred Shares (1)
4.6	Statement of Rights and Preferences of Preferred Shares (1)
4.7	Form of Warrant (1)
4.8	Form of Indenture
5	Opinion of Fasken Martineau DuMoulin LLP
12.1	Ratio of Earnings to Fixed Charges
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5)
24	Power of Attorney (included in signature page)

(1) To be filed by amendment or by a Current Report on Form 8-K if the registrant enters into any such agreement or issues any such instrument in connection with the offer of any securities registered hereunder.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(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;
(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) that, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act, each 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; and
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered that 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 Section 15(d) of the Exchange Act that is incorporated by reference in the 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 defense 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.
(d)	The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of that Act.

II-4

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Littleton, Colorado, on September 10, 2004.

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

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Peter J. Bradford and Allan J. Marter, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-3, and to file the same with all exhibits and schedules thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ian MacGregor	Chairman of the Board of Directors	September 10, 2004
Ian MacGregor
/s/ Peter J. Bradford	President, Chief Executive Officer and Director
	(Principal Executive Officer)	September 10, 2004
Peter J. Bradford
/s/ James E. Askew	Director	September 10, 2004
James E. Askew
/s/ David K. Fagin	Director	September 10, 2004
David K. Fagin
/s/ Lars-Eric Johansson	Director	September 10, 2004
Lars-Eric Johansson
/s/ Michael P. Martineau	Director	September 10, 2004
Michael P. Martineau
/s/ Allan J. Marter	Senior Vice-President and Chief Financial Officer
	(Principal Financial and Accounting Officer)	September 10, 2004
Allan J. Marter

EXHIBIT INDEX

Exhibit
No.	Description
1.1	Form of Underwriting Agreement (1)
1.2	Form of Placement Agent Agreement (1)
4.1	Incorporating Documents of the Company, including: Articles of Arrangement dated May 14, 1992, with Plan of Arrangement attached, with Certificate of Amendment with respect thereto dated May 15, 1992; Certificate of Amendment dated May 15, 1992, with Articles of Amendment; Certificate of Amendment dated March 26, 1993, with Articles of Amendment; Articles of Arrangement dated March 7, 1995, with Plan of Arrangement attached, with Certificate of Amendment with respect thereto dated March 14, 1995; Certificate of Amendment dated July 29, 1996, with Articles of Amendment; and Certificate of Amendment dated July 10, 2002, with Articles of Amendment (all incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 23, 2003)
4.2	Bylaws of the Company, including: Bylaw Number One, amended and restated as of April 3, 2002 (2); Bylaw Number Two, effective May 15, 1992 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on January 23, 2003); and Bylaw Number Three, effective May 15, 1992 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on January 23, 2003)
4.3	Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004 between Golden Star Resources Ltd. and CIBC Mellon Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2004)
4.4	Form of Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (Reg. No. 333-91666), filed on July 15, 2002)
4.5	Form of Specimen Certificate for Preferred Shares (1)
4.6	Statement of Rights and Preferences of Preferred Shares (1)
4.7	Form of Warrant (1)
4.8	Form of Indenture
5	Opinion of Fasken Martineau DuMoulin LLP
12.1	Ratio of Earnings to Fixed Charges
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5)
24	Power of Attorney (included in signature page)

(1) To be filed by amendment or by a Current Report on Form 8-K if the registrant enters into any such agreement or issues any such instrument in connection with the offer of any securities registered hereunder.

EX-4.8

                                                                     Exhibit 4.8

                           GOLDEN STAR RESOURCES LTD.

                                    as Issuer

                                       and

                          -----------------------------

                                   as Trustee

                          -----------------------------

                                    INDENTURE

                       dated as of ________________, 200__



                                TABLE OF CONTENTS

                                                                                                               
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE...........................................................    1
         SECTION 1.01         Certain Definitions...............................................................    1
         SECTION 1.02         Other Definitions.................................................................    4
         SECTION 1.03         Trust Indenture Act...............................................................    4
         SECTION 1.04         Rules of Construction.............................................................    5

ARTICLE 2. THE SECURITIES.......................................................................................    5
         SECTION 2.01         Unlimited In Amount, Issuable In Series, Form and Dating..........................    5
         SECTION 2.02         Execution and Authentication......................................................    7
         SECTION 2.03         Registrar and Paying Agent........................................................    8
         SECTION 2.04         Paying Agent to Hold Money in Trust...............................................    8
         SECTION 2.05         Securityholder Lists..............................................................    9
         SECTION 2.06         Transfer and Exchange.............................................................    9
         SECTION 2.07         Replacement Securities............................................................    9
         SECTION 2.08         Outstanding Securities............................................................   10
         SECTION 2.09         Temporary Securities..............................................................   10
         SECTION 2.10         Cancellation......................................................................   10
         SECTION 2.11         Defaulted Interest................................................................   11
         SECTION 2.12         Special Record Dates..............................................................   11
         SECTION 2.13         Global Securities.................................................................   11
         SECTION 2.14         CUSIP Numbers.....................................................................   13

ARTICLE 3. REDEMPTION...........................................................................................   13
         SECTION 3.01         Notices to Trustee................................................................   13
         SECTION 3.02         Selection of Securities to Be Redeemed............................................   13
         SECTION 3.03         Notice of Redemption..............................................................   14
         SECTION 3.04         Effect of Notice of Redemption....................................................   14
         SECTION 3.05         Deposit of Redemption Price.......................................................   15
         SECTION 3.06         Securities Redeemed in Part.......................................................   15

ARTICLE 4. COVENANTS............................................................................................   15
         SECTION 4.01         Payment of Securities.............................................................   15
         SECTION 4.02         Commission Reports................................................................   15
         SECTION 4.03         Compliance Certificate............................................................   15

ARTICLE 5. SUCCESSORS...........................................................................................   16
         SECTION 5.01         When Company May Merge, etc.......................................................   16
         SECTION 5.02         Successor Corporation Substituted.................................................   16

ARTICLE 6. DEFAULTS AND REMEDIES................................................................................   17
         SECTION 6.01         Events of Default.................................................................   17
         SECTION 6.02         Acceleration......................................................................   18
         SECTION 6.03         Other Remedies....................................................................   18
         SECTION 6.04         Waiver of Defaults................................................................   19



                                        i



                           TABLE OF CONTENTS (CONT'D)



                                                                                                                  Page
                                                                                                                  ----
                                                                                                               
         SECTION 6.05         Control by Majority...............................................................   19
         SECTION 6.06         Limitation on Suits...............................................................   19
         SECTION 6.07         Rights of Holders to Receive Payment..............................................   20
         SECTION 6.08         Collection Suit by Trustee........................................................   20
         SECTION 6.09         Trustee May File Proofs of Claim..................................................   20
         SECTION 6.10         Priorities........................................................................   21
         SECTION 6.11         Undertaking for Costs.............................................................   21

ARTICLE 7. TRUSTEE..............................................................................................   21
         SECTION 7.01         Duties of Trustee.................................................................   21
         SECTION 7.02         Rights of Trustee.................................................................   22
         SECTION 7.03         Individual Rights of Trustee......................................................   23
         SECTION 7.04         Trustee's Disclaimer..............................................................   23
         SECTION 7.05         Notice of Defaults................................................................   23
         SECTION 7.06         Reports by Trustee to Holders.....................................................   24
         SECTION 7.07         Compensation and Indemnity........................................................   24
         SECTION 7.08         Replacement of Trustee............................................................   25
         SECTION 7.09         Successor Trustee by Merger, etc..................................................   26
         SECTION 7.10         Eligibility; Disqualification.....................................................   26
         SECTION 7.11         Preferential Collection of Claims Against Company.................................   26

ARTICLE 8. SATISFACTION AND DISCHARGE; DEFEASANCE...............................................................   26
         SECTION 8.01         Satisfaction and Discharge of Indenture...........................................   26
         SECTION 8.02         Application of Trust Funds; Indemnification.......................................   27
         SECTION 8.03         Legal Defeasance of Securities of any Series......................................   28
         SECTION 8.04         Covenant Defeasance...............................................................   30
         SECTION 8.05         Repayment to Company..............................................................   31

ARTICLE 9. SUPPLEMENTS, AMENDMENTS AND WAIVERS..................................................................   31
         SECTION 9.01         Without Consent of Holders........................................................   31
         SECTION 9.02         With Consent of Holders...........................................................   32
         SECTION 9.03         Revocation and Effect of Consents.................................................   33
         SECTION 9.04         Notation on or Exchange of Securities.............................................   33
         SECTION 9.05         Trustee to Sign Amendments, etc...................................................   33

ARTICLE 10. MISCELLANEOUS.......................................................................................   34
         SECTION 10.01          Notices.........................................................................   34
         SECTION 10.02          Communication By Holders With other Holders.....................................   35
         SECTION 10.03          Certificate and Opinion as to Conditions Precedent..............................   35
         SECTION 10.04          Statements Required in Certificate or Opinion...................................   35
         SECTION 10.05          Rules by Trustee and Agents.....................................................   36
         SECTION 10.06          Legal Holidays..................................................................   36
         SECTION 10.07          No Recourse Against Others......................................................   36
         SECTION 10.08          Counterparts....................................................................   36
         SECTION 10.09          Governing Law...................................................................   36
         SECTION 10.10          Severability....................................................................   36


                                       ii



                           TABLE OF CONTENTS (CONT'D)



                                                                                                                  Page
                                                                                                                  ----
                                                                                                               
         SECTION 10.11          Effect of Headings, Table of Contents, etc......................................   36
         SECTION 10.12          Successors and Assigns..........................................................   37
         SECTION 10.13          No Interpretation of Other Agreements...........................................   37


                                      iii



                             CROSS-REFERENCE TABLE*



Trust Indenture Act Section                           Indenture Section
- ---------------------------                           -----------------
                                             
310   (a)(1)                                    7.10
      (a)(2)                                    7.10
      (a)(3)                                    N.A.
      (a)(4)                                    N.A.
      (a)(5)                                    7.10
      (b)                                       7.03; 7.08; 7.10
      (c)                                       N.A.
311   (a)                                       7.11
      (b)                                       7.11
      (c)                                       N.A.
312   (a)                                       2.05
      (b)                                       10.02
      (c)                                       10.02
313   (a)                                       7.06
      (b)                                       7.06
      (c)                                       7.06; 10.01
      (d)                                       7.06
314   (a)                                       4.02; 10.01
      (b)                                       N.A.
      (c)(1)                                    10.03
      (c)(2)                                    10.03
      (c)(3)                                    N.A.
      (d)                                       N.A.
      (e)                                       10.04
      (f)                                       N.A.
315   (a)                                       7.01(b)(i); 7.01(b)(ii); 7.02
      (b)                                       7.05; 10.01
      (c)                                       7.01(a); 7.02
      (d)                                       7.01(c); 7.02
      (e)                                       6.11
316   (a)(last sentence)                        2.08
      (a)(1)(A)                                 6.05
      (a)(1)(B)                                 6.04
      (a)(2)                                    N.A.
      (b)                                       6.07
      (c)                                       2.12; 9.03
317   (a)(1)                                    6.08
      (a)(2)                                    6.09
      (b)                                       2.04
318   (a)                                       1.03
      (b)                                       N.A.
      (c)                                       1.03


- ----------------
N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.

                                       iv




      INDENTURE dated as of ____________, 20__ between Golden Star Resources
Ltd., a Canadian corporation (the "Company"), and _______________________, a
_________________, as Trustee (the "Trustee").

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of each series of the Securities:

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01 CERTAIN DEFINITIONS.

      "Affiliate" means any Person controlling or controlled by or under common
control with the Company. For purposes of this definition, "control" (including,
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting stock, by agreement or otherwise.

      "Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

      "Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of such certification (and delivered to the
Trustee, if appropriate).

      "Closing Date" means the date on which the Securities of a particular
series were originally issued under this Indenture.

      "Commission" means the Securities and Exchange Commission.

      "Company" means the party named as such above until a successor replaces
it pursuant to this Indenture and thereafter means the successor.

      "Company Order" means a written order signed in the name of the Company by
two officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.



      "Company Request" means a written request signed in the name of the
Company by its Chairman of the Board, a President or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

      "Corporate Trust Office" shall mean the corporate trust office of the
Trustee, which shall initially be ____________________.

      "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

      "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
person designated as Depositary for such series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act; and if at any time
there is more than one such person, "Depositary" as used with respect to the
Securities of any series shall mean the Depositary with respect to the
Securities of such series.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the Closing Date.

      "Global Security" shall mean a Security issued to evidence all or a part
of any series of Securities that is executed by the Company and authenticated
and delivered by the Trustee to a Depositary or pursuant to such Depositary's
instructions, all in accordance with this Indenture and pursuant to Section
2.01, which shall be registered as to principal and interest in the name of such
Depositary or its nominee.

      "Holder" or "Securityholder" means a Person in whose name a Security is
registered in the register of Securities kept by the Registrar.

      "Indenture" means this Indenture, as amended or supplemented from time to
time.

      "Interest" when used with respect to an Original Issue Discount Security
that by its terms bears interest only after maturity, means interest payable
after maturity.

      "Maturity" when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, any
Vice President, the Treasurer, the Controller, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

                                       2


      "Officers Certificate" means a certificate signed by two Officers, one of
whom must be the principal executive officer, principal financial officer or
principal accounting officer of the Company.

      "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

      "Original Issue Discount Security" means any Security which provides that
an amount less than its principal amount is due and payable upon acceleration
after an Event of Default.

      "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      "Principal" of a Security means the principal amount due on the Stated
Maturity of the Security plus the premium, if any, on the Security.

      "Securities" means the Securities authenticated and delivered under this
Indenture.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time.

      "Stated Maturity" when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

      "Subsidiary" means any corporation, partnership or limited liability
company of which the Company, or the Company and one or more Subsidiaries, or
any one or more Subsidiaries, directly or indirectly owns or own (i) in the case
of a corporation, voting securities entitling the holders thereof to elect a
majority of the directors, either at all times or so long as there is no default
or contingency which permits the holders of any other class of securities to
vote for the election of one or more directors, (ii) in the case of a
partnership, at least a majority of the general partnership interests and at
least a majority of total outstanding partnership interests or (iii) in the case
of a limited liability company, at least a majority of the membership interests.

      "TIA" means the Trust Indenture Act of 1939, as amended from time to time,
and as in effect on the date of execution of this Indenture; provided, however,
that in the event the TIA is amended after such date, "TIA" means, to the extent
required by such amendment, the Trust Indenture Act, as so amended.

      "Trustee" means the party named as such above until a successor becomes
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.

                                       3


      "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

      "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that is not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government obligation evidenced by such
depository receipt.

      SECTION 1.02 OTHER DEFINITIONS.



      Term                         Defined in Section
      ----                         ------------------
                                
"Bankruptcy Law"                          6.01
"Custodian"                               6.01
"Event of Default"                        6.01
"Legal Holiday"                          10.06
"Paying Agent"                            2.03
"Place of Payment"                        2.01
"Registrar"                               2.03


      SECTION 1.03 TRUST INDENTURE ACT.

      The provisions of TIA Sections 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture
upon and so long as the Indenture and Securities are subject to the TIA. If any
provision of this Indenture limits, qualifies or conflicts with such duties, the
duties imposed by the Indenture shall control. If a provision of the TIA
requires or permits a provision of this Indenture and the TIA provision is
amended, then the Indenture provision shall be automatically amended to like
effect.

      The following TIA terms used in this Indenture have the following
meanings:

      "indenture securities" means the Securities.

      "indenture securityholder" means a Securityholder.

      "indenture to be qualified" means this Indenture.

                                       4


      "indenture trustee" or "institutional trustee" means the Trustee.

      "obligor" on the Securities means the Company and any successor obligor on
the Securities.

      SECTION 1.04 RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

            (i)   a term defined in Section 1.01 or 1.02 has the meaning
                  assigned to it therein, and terms defined in the TIA and not
                  defined in Section 1.01 or 1.02 have the meanings assigned to
                  them in the TIA;

            (ii)  an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with GAAP;

            (iii) "or" is not exclusive;

            (iv)  words in the singular include the plural, and words in the
                  plural include the singular;

            (v)   provisions apply to successive events and transactions; and

            (vi)  "including" means without limitation.

                                   ARTICLE 2.
                                 THE SECURITIES

      SECTION 2.01 UNLIMITED IN AMOUNT, ISSUABLE IN SERIES, FORM AND DATING.

      The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. There shall be established in or pursuant to a Board Resolution
or an Officers Certificate pursuant to authority granted under a Board
Resolution or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

      (a)   the title of the Securities of the series (which shall distinguish
            the Securities of the series from all other securities);

      (b)   the price or prices (expressed as a percentage of the aggregate
            principal amount thereof) at which the Securities of the series will
            be issued;

      (c)   any limit upon the aggregate principal amount of Securities of the
            series that may be authenticated and delivered under this Indenture
            (except for Securities authenticated and delivered upon registration
            of transfer of, or in exchange for, or in lieu of, other Securities
            of the series pursuant to this Article 2);

      (d)   the date or dates on which the principal of the Securities of the
            series is payable;

                                       5


      (e)   the rate or rates that may be fixed or variable at which the
            Securities of the series shall bear interest, if any, or the manner
            in which such rate or rates shall be determined, the date or dates
            from which such interest shall accrue, the interest payment dates on
            which such interest shall be payable and the record dates for the
            determination of Holders to whom interest is payable;

      (f)   the place or places where the principal of and any interest on
            Securities of the series shall be payable, if other than as provided
            herein;

      (g)   one currency or currencies in which the Securities are issued and
            payable;

      (h)   the conversion or exchange provisions applicable to the Securities;

      (i)   whether and upon what terms the series of Securities will be
            convertible into equity or debt securities of the Company;

      (j)   the price or prices at which (if any), the period or periods within
            which (if any) and the terms and conditions upon which (if other
            than as provided herein) Securities of the series may be redeemed,
            in whole or in part, at the option, or as an obligation, of the
            Company;

      (k)   the obligation, if any, of the Company to redeem, purchase or repay
            Securities of the series, in whole or in part, pursuant to any
            sinking fund or analogous provisions or at the option of a Holder
            thereof and the price or prices at which and the period and periods
            within which and the terms and conditions upon which Securities of
            the series shall be redeemed, purchased or repaid pursuant to such
            obligation;

      (l)   if other than denominations of $1,000 and any multiple thereof, the
            denominations in which Securities of the series shall be issuable;

      (m)   whether the Securities of the series shall be issued in whole or in
            part in the form of a Global Security or Securities; the terms and
            conditions, if any, upon which such Global Security or Securities
            may be exchanged in whole or in part for other individual
            securities, and the Depositary for such Global Security and
            Securities;

      (n)   if other than the principal amount thereof, the portion of the
            principal amount of Securities of the series which shall be payable
            upon declaration of acceleration of the maturity thereof pursuant to
            Section 6.02 hereof;

      (o)   any Events of Default with respect to the Securities of a particular
            series, if not set forth herein;

      (p)   any additions or changes to, or deletions from, the covenants set
            forth in Article 4 or the acceleration provisions applicable to
            Securities of the series;

      (q)   the provisions, if any, relating to any security provided for the
            Securities of the series;

                                       6


      (r)   the Trustee for the series of Securities;

      (s)   any other terms of the series (which terms shall not be inconsistent
            with the provisions of this Indenture, but which may modify or
            delete any provision of this Indenture with respect to such series;
            provided, however, that no such term may modify or delete any
            provision hereof if imposed by the TIA; and provided, further, that
            any modification or deletion of the rights, duties or immunities of
            the Trustee hereunder shall have been consented to in writing by the
            Trustee).

      All Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or Officers Certificate or in any such indenture supplemental
hereto.

      The principal of and any interest on the Securities shall be payable at
the office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

      Each Security shall be in one of the forms approved from time to time by
or pursuant to a Board Resolution or Officers Certificate, or established in one
or more indentures supplemental hereto. Prior to the delivery of a Security to
the Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers Certificate, the Company shall deliver to the Trustee the
Board Resolution or Officers Certificate by or pursuant to which such form of
Security has been approved, which Board Resolution or Officers Certificate shall
have attached thereto a true and correct copy of the form of Security that has
been approved by or pursuant thereto.

      The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

      SECTION 2.02 EXECUTION AND AUTHENTICATION.

      Two officers shall sign the Securities for the Company by manual or
facsimile signature.

      If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

      A Security shall not be valid until authenticated by the manual or
facsimile signature of the Trustee. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

      The Trustee shall authenticate Securities for original issue upon a
Company Order.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes

                                       7


authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

      SECTION 2.03 REGISTRAR AND PAYING AGENT.

      The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent"). The Registrar for a particular series
of Securities shall keep a register of the Securities of that series and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents for each series of Securities. The term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.

      If the Company fails to maintain a Registrar or Paying Agent for any
series of Securities, the Trustee shall act as such. The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

      The Company hereby appoints the Trustee the initial Registrar and Paying
Agent for each series of Securities unless another Registrar or Paying Agent, as
the case may be, is appointed prior to the time Securities of that series are
first issued.

      SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

      Whenever the Company has one or more Paying Agents it will, prior to each
due date of the principal of or interest on, any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent will hold in trust for the benefit of
the Securityholders of the particular series for which it is acting, or the
Trustee, all money held by the Paying Agent for the payment of principal or
interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and at any time during the
continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

                                       8


      SECTION 2.05 SECURITYHOLDER LISTS.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven business days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

      SECTION 2.06 TRANSFER AND EXCHANGE.

      Where Securities of a series are presented to the Registrar or a
co-Registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request.

      No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.09, 2.13, 3.06 or 9.04).

      The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any selection of Securities of that series for redemption under Section 3.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.

      SECTION 2.07 REPLACEMENT SECURITIES.

      If a mutilated Security is surrendered to the Trustee or if the Holder of
a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Security of same series if the Company's and the Trustee's requirements are met.
The Trustee or the Company may require an indemnity bond to be furnished which
is sufficient in the judgment of both to protect the Company, the Trustee, and
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a Security.

      Every replacement Security is an obligation of the Company and shall be
entitled to all the benefit of the Indenture equally and proportionately with
any and all other Securities of the same series.

                                       9


      SECTION 2.08 OUTSTANDING SECURITIES.

      The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, and those described in this
Section as not outstanding.

      If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

      If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

      A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security; however, TIA Section 316(a) shall apply where
appropriate.

      For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company shall advise the Trustee of such amount,
showing its computations in reasonable detail.

      SECTION 2.09 TEMPORARY SECURITIES.

      Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a written
order of the Company signed by one Officer of the Company. Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities.

      Holders of temporary securities shall be entitled to all of the benefits
of this Indenture.

      SECTION 2.10 CANCELLATION.

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return such
canceled Securities to the Company at the Company's written request. The Company
may not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.

                                       10


      SECTION 2.11 DEFAULTED INTEREST.

      If the Company fails to make a payment of interest on any series of
Securities, it shall pay such defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest, in any lawful manner. It may elect
to pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security.
The Company shall fix any such record date and payment date for such payment. At
least 15 days before any such record date, the Company shall mail to
Securityholders affected thereby a notice that states the record date, payment
date, and amount of such interest to be paid.

      SECTION 2.12 SPECIAL RECORD DATES.

      (a)   The Company may, but shall not be obligated to, set a record date
            for the purpose of determining the identity of Holders entitled to
            consent to any supplement, amendment or waiver permitted by this
            Indenture. If a record date is fixed, the Holders of Securities of
            that series outstanding on such record date, and no other Holders,
            shall be entitled to consent to such supplement, amendment or waiver
            or revoke any consent previously given, whether or not such Holders
            remain Holders after such record date. No consent shall be valid or
            effective for more than 90 days after such record date unless
            consents from Holders of the principal amount of Securities of that
            series required hereunder for such amendment or waiver to be
            effective shall have also been given and not revoked within such
            90-day period.

      (b)   The Company may, but shall not be obligated to, fix any day as a
            record date for the purpose of determining the Holders of any series
            of Securities entitled to join in the giving or making of any notice
            of Default, any declaration of acceleration, any request to
            institute proceedings or any other similar direction. If a record
            date is fixed, the Holders of Securities of that series outstanding
            on such record date, and no other Holders, shall be entitled to join
            in such notice, declaration, request or direction, whether or not
            such Holders remain Holders after such record date; provided,
            however, that no such action shall be effective hereunder unless
            taken on or prior to the date 90 days after such record date.

      SECTION 2.13 GLOBAL SECURITIES.

      (a)   Terms of Securities. A Board Resolution, a supplemental indenture
            hereto or an Officers Certificate shall establish whether the
            Securities of a series shall be issued in whole or in part in the
            form of one or more Global Securities and the Depositary for such
            Global Security or Securities.

      (b)   Transfer and Exchange. Notwithstanding any provisions to the
            contrary contained in Section 2.06 of this Indenture and in addition
            thereto, any Global Security shall be exchangeable pursuant to
            Section 2.06 of this Indenture for Securities registered in the
            names of Holders other than the Depositary for such Security or its
            nominee only if (i) such Depositary notifies the Company that it is

                                       11


            unwilling or unable to continue as Depositary for such Global
            Security or if at any time such Depositary ceases to be a clearing
            agency registered under the Exchange Act, and, in either case, the
            Company fails to appoint a successor Depositary within 90 days of
            such event or (ii) the Company executes and delivers to the Trustee
            an Officers Certificate to the effect that such Global Security
            shall be so exchangeable. Any Global Security that is exchangeable
            pursuant to the preceding sentence shall be exchangeable for
            Securities registered in such names as the Depositary shall direct
            in writing in an aggregate principal amount equal to the principal
            amount of the Global Security with like tenor and terms.

                  Except as provided in this paragraph (b) of this Section, a
            Global Security may not be transferred except as a whole by the
            Depositary with respect to such Global Security to a nominee of such
            Depositary, by a nominee of such Depositary to such Depositary or
            another nominee of such Depositary or by the Depositary or any such
            nominee to a successor Depositary or a nominee of such a successor
            Depositary.

      (c)   Legend. Any Global Security issued hereunder shall bear a legend in
            substantially the following form:

            "Unless this certificate is presented by an authorized
            representative of The Depository Trust Company, a New York
            corporation ("DTC"), New York, New York, to the issuer or its agent
            for registration of transfer, exchange or payment, and any
            certificate issued is registered in the name of Cede & Co. or such
            other name as may be requested by an authorized representative of
            DTC (and any payment is made to Cede & Co. or such other entity as
            may be requested by an authorized representative of DTC), ANY
            TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
            ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
            & Co. has an interest herein. Transfer of this Global Security shall
            be limited to transfers in whole, but not in part, to nominees of
            DTC or to a successor thereof or such successor's nominee and
            limited to transfers made in accordance with the restrictions set
            forth in the Indenture referred to herein."

      (d)   Acts of Holders. The Depositary, as a Holder, may appoint agents and
            otherwise authorize participants to give or take any request,
            demand, authorization, direction, notice, consent, waiver or other
            action which a Holder is entitled to give or take under this
            Indenture.

      (e)   Payments. Notwithstanding the other provisions of this Indenture,
            unless otherwise specified as contemplated by Section 2.01 hereof,
            payment of the principal of and interest, if any, on any Global
            Security shall be made to the Person specified therein.

                                       12


      (f)   Consents, Declaration and Directions. Except as provided in
            paragraph (e) of this Section, the Company, the Trustee and any
            Agent shall treat a Person as the Holder of such principal amount of
            outstanding Securities of such series represented by a Global
            Security as shall be specified in a written statement of the
            Depositary with respect to such Global Security, for purposes of
            obtaining any consents, declarations or directions required to be
            given by the Holders pursuant to this Indenture.

      SECTION 2.14 CUSIP NUMBERS.

      The Company in issuing any series of Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on such Securities or as contained in any notice and that reliance may
be placed only on the other identification numbers printed on such Securities,
and any such action relating to such notice shall not be affected by any defect
in or omission of such numbers in such notice. The Company shall promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE 3.
                                   REDEMPTION

      SECTION 3.01 NOTICES TO TRUSTEE.

      If the Company elects to redeem Securities of any series pursuant to any
optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

      If the Company elects to reduce the principal amount of Securities of any
series to be redeemed pursuant to mandatory redemption provisions thereof, it
shall notify the Trustee of the amount of, and the basis for, any such
reduction. If the Company elects to credit against any such mandatory redemption
Securities it has not previously delivered to the Trustee for cancellation, it
shall deliver such Securities with such notice.

      The Company shall give the notice provided for in this Section at least 45
days before the redemption date (unless a shorter notice period shall be
satisfactory to the Trustee), which notice shall specify the provisions of such
Security pursuant to which the Company elects to redeem such Securities.

      SECTION 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

      If less than all the securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, by lot or by such other method as the Trustee deems appropriate.
The Trustee shall make the selection not more than 75 days and not less than 30
days before the redemption date from Securities of that series outstanding and
not previously called for redemption. Except as otherwise provided as to any
particular series of Securities, Securities and

                                       13


portions thereof that the Trustee selects shall be in amounts equal to the
minimum authorized denomination for Securities of the series to be redeemed or
any integral multiple thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities to be called for redemption.

      SECTION 3.03 NOTICE OF REDEMPTION.

      Except as otherwise provided as to any particular series of Securities, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

      The notice shall identify the Securities of the series to be redeemed and
shall state:

                  (1)   the redemption date;

                  (2)   the redemption price;

                  (3)   if any Security is being redeemed in part, the portion
                        of the principal amount of such Security to be redeemed
                        and that, after the redemption date, upon surrender of
                        such Security, a new Security or Securities in principal
                        amount equal to the unredeemed portion will be issued;

                  (4)   the name and address of the Paying Agent;

                  (5)   that Securities called for redemption must be
                        surrendered to the Paying Agent to collect the
                        redemption price;

                  (6)   that, unless the Company defaults in payment of the
                        redemption price, interest on Securities called for
                        redemption ceases to accrue on and after the redemption
                        date; and

                  (7)   the CUSIP number, if any, of the Securities to be
                        redeemed.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense. The notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice of the Holder of any Security shall not affect
the validity of the proceeding for the redemption of any other Security.

      SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the redemption price.

                                       14


      SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

      On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Affiliate is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of all
Securities called for redemption on that date, other than Securities that have
previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money not required for that
purpose.

      SECTION 3.06 SECURITIES REDEEMED IN PART.

      Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Security of same series equal in principal amount to the
unredeemed portion of the Security surrendered.

                                   ARTICLE 4.
                                   COVENANTS

      SECTION 4.01 PAYMENT OF SECURITIES.

      The Company shall pay or cause to be paid the principal of and interest on
the Securities on the dates and in the manner provided in this Indenture and the
Securities. Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or an Affiliate, holds on that date
immediately available funds designated for and sufficient to pay all principal
and interest then due.

      To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate per annum borne by the
applicable series of Securities.

      SECTION 4.02 COMMISSION REPORTS.

      The Company shall deliver to the Trustee within 15 days after it files
them with the Commission copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) that the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act; provided, however the Company shall not be required to deliver to
the Trustee any materials for which the Company has sought and received
confidential treatment by the Commission. The Company also shall comply with the
other provisions of TIA Section 314(a).

      SECTION 4.03 COMPLIANCE CERTIFICATE.

      The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers Certificate stating that in the
course of the performance by the signers of their duties as officers of the
Company, they would normally have knowledge of any failure by the Company to
comply with all conditions, or default by the Company with respect to any
covenants, under this Indenture, and further stating whether or not they have
knowledge of any such failure or default and, if so, specifying each such
failure or default and the nature

                                       15


thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with Section 10.03 hereof.

      The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers Certificate specifying such Default or Event of Default and
what action the Company is taking or proposes to take with respect thereto.

                                   ARTICLE 5.
                                   SUCCESSORS

      SECTION 5.01 WHEN COMPANY MAY MERGE, ETC.

      Unless the terms of the Securities of a series provide otherwise, the
Company shall not consolidate or merge with or into (whether or not the Company
is the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions to any Person unless:

                  (1)   the Company is the surviving corporation or the Person
                        formed by or surviving any such consolidation or merger
                        (if other than the Company) or to which such sale,
                        assignment, transfer, lease, conveyance or other
                        disposition shall have been made is a corporation
                        organized and existing under the laws of the United
                        States, any state thereof or the District of Columbia;

                  (2)   the Person formed by or surviving any such consolidation
                        or merger (if other than the Company) or the Person to
                        which such sale, assignment, transfer, lease, conveyance
                        or other disposition shall have been made assumes by
                        supplemental indenture all the obligations of the
                        Company under the Securities and this Indenture; and

                  (3)   immediately prior to and after giving effect to the
                        transaction no Default or Event of Default shall have
                        occurred and be continuing.

      The Company shall deliver to the Trustee on or prior to the consummation
of the proposed transaction an Officers Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and such
supplemental indenture comply with this Indenture.

      SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED.

      Upon any consolidation or merger, or any transfer by the Company (other
than by lease) of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor

                                       16


corporation had been named as the Company herein. In the event of any such
transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

      SECTION 6.01 EVENTS OF DEFAULT.

      An "Event of Default" occurs with respect to Securities of any particular
series if, unless in the establishing Board Resolution, Officers Certificate or
supplemental indenture hereto, it is provided that such series shall not have
the benefit of said Event of Default:

                  (1)   the Company defaults in the payment of interest on any
                        Security of that series when the same becomes due and
                        payable, and the Default continues for a period of 30
                        days;

                  (2)   the Company defaults in the payment of the principal of
                        any Security of that series when the same becomes due
                        and payable at maturity, upon redemption or otherwise;

                  (3)   an Event of Default, as defined in the Securities of
                        that series, occurs and is continuing, or the Company
                        fails to comply with any of its other agreements in the
                        Securities of that series or in this Indenture with
                        respect to that series and the Default continues for the
                        period and after the notice specified below;

                  (4)   the Company pursuant to or within the meaning of any
                        Bankruptcy Law:

                        a)    commences a voluntary case;

                        b)    consents to the entry of an order for relief
                              against it in an involuntary case;

                        c)    consents to the appointment of a Custodian of it
                              or for all or substantially all of its property;

                        d)    makes a general assignment for the benefit of its
                              creditors; or

                        e)    admits in writing its inability generally to pay
                              its debts as the same become due.

                  (5)   a court of competent jurisdiction enters an order or
                        decree under any Bankruptcy Law that:

                                       17


                        a)    is for relief against the Company in an
                              involuntary case;

                        b)    appoints a Custodian of the Company or for all or
                              substantially all of its property; or

                        c)    orders the liquidation of the Company;

            and the order or decree remains unstayed and in effect for 60 days;
            or

                  (6)   any other Event of Default provided with respect to
                        Securities of that series which is specified in a Board
                        Resolution, Officers Certificate or supplemental
                        indenture establishing that series of Securities.

      The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

      A Default under clause (3) above is not an Event of Default with respect
to a particular series of Securities until the Trustee or the Holders of at
least 50% in principal amount of the then outstanding Securities of that series
notify the Company of the Default and the Company does not cure the Default
within 60 days after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a "Notice of Default."
Such notice shall be given by the Trustee if so requested in writing by the
Holders of 50% of the principal amount of the then outstanding Securities of
that series.

      SECTION 6.02 ACCELERATION.

      If an Event of Default with respect to Securities of any series (other
than an Event of Default specified in clauses (4) and (5) of Section 6.01)
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 50% in principal amount of the then outstanding Securities of that
series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest on
all the Securities of that series to be due and payable. Upon such declaration,
the principal (or such lesser amount) and interest shall be due and payable
immediately. If an Event of Default specified in clause (4) or (5) of Section
6.01 occurs, all of such amount shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in principal amount of the then outstanding Securities
of that series by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default with respect to that series have been
cured or waived except nonpayment of principal (or such lesser amount) or
interest that has become due solely because of the acceleration.

      SECTION 6.03 OTHER REMEDIES.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal or interest on

                                       18


the Securities of that series or to enforce the performance of any provision of
the Securities of that series or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

      SECTION 6.04 WAIVER OF DEFAULTS.

      Subject to Section 9.02, the Holders of a majority in principal amount of
the then outstanding Securities of any series, by notice to the Trustee, may
waive an existing or past Default or Event of Default with respect to that
series and its consequences except a Default or Event of Default in the payment
of the principal (including any mandatory sinking fund or like payment) of or
interest on any Security of that series (provided, however, that the Holders of
a majority in principal amount of the outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).

      SECTION 6.05 CONTROL BY MAJORITY.

      The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy with respect to that series available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
is unduly prejudicial to the rights of another Holder of Securities of that
series, or that may involve the Trustee in personal liability. The Trustee may
take any other action which it deems proper that is not inconsistent with any
such direction.

      SECTION 6.06 LIMITATION ON SUITS.

      A Holder of Securities of any series may not pursue a remedy with respect
to this Indenture or the Securities unless:

                  (1)   the Holder gives to the Trustee written notice of a
                        continuing Event of Default with respect to that series;

                  (2)   the Holders of at least 50% in principal amount of the
                        then outstanding Securities of that series make a
                        written request to the Trustee to pursue the remedy;

                  (3)   such Holder or Holders offer to the Trustee indemnity
                        satisfactory to the Trustee against any loss, liability
                        or expense;

                  (4)   the Trustee does not comply with the request within 60
                        days after receipt of the request and the offer and, if
                        requested, the provision of indemnity; and

                                       19


                  (5)   during such 60-day period the Holders of a majority in
                        principal amount of the then outstanding Securities of
                        that series do not give the Trustee a direction
                        inconsistent with the request.

      No Holder of any series of Securities may use this Indenture to prejudice
the rights of another Holder of Securities of that series or to obtain a
preference or priority over another Holder of Securities of that series.

      SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and interest, if any, on
the Security, on or after the respective due dates expressed in the Security, or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.

      SECTION 6.08 COLLECTION SUIT BY TRUSTEE.

      If an Event of Default specified in Section 6.01(l) or (2) hereof occurs
and is continuing with respect to Securities of any series, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal (or such portion of the principal as
may be specified as due upon acceleration at that time in the terms of that
series of Securities) and interest, if any, remaining unpaid on the Securities
of that series then outstanding, together with (to the extent lawful) interest
on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07 hereof.

      SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

      The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), its creditors or its property and shall be
entitled to and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.

                                       20


      SECTION 6.10 PRIORITIES.

      If the Trustee collects any money with respect to Securities of any series
pursuant to this Article, it shall pay out the money in the following order:

First:   to the Trustee, its agents and attorneys for amounts due under Section
         7.07 hereof, including payment of all compensation, expense and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

Second:  to Securityholders for amounts due and unpaid on the Securities of such
         series for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities of such series for principal and interest, respectively; and

Third:   to the Company or to such party as a court of competent jurisdiction
         shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.

      SECTION 6.11 UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defense made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE 7.
                                    TRUSTEE

      SECTION 7.01 DUTIES OF TRUSTEE.

      (a)   If an Event of Default has occurred and is continuing, the Trustee
            shall exercise such of the rights and powers vested in it by this
            Indenture, and use the same degree of care and skill in their
            exercise, as a prudent man would exercise or use under the
            circumstances in the conduct of his own affairs.

      (b)   Except during the continuance of an Event of Default known to the
            Trustee:

            (i)   the duties of the Trustee shall be determined solely by the
                  express provisions of this Indenture or the TIA and the
                  Trustee need perform only those duties that are specifically
                  set forth in this Indenture or the TIA and no others, and no
                  implied covenants or obligations shall be read into this
                  Indenture against the Trustee; and

                                       21


            (ii)  in the absence of bad faith on its part, the Trustee may
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture. However, in
                  the case of any certificates or opinions which by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture (but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein).

      (c)   The Trustee may not be relieved from liabilities for its own
            negligent action, its own negligent failure to act, or its own
            willful misconduct, except that:

            (i)   this paragraph does not limit the effect of paragraph (b) of
                  this Section;

            (ii)  the Trustee shall not be liable for any error of judgment made
                  in good faith by a responsible officer of the Trustee, unless
                  it is proved that the Trustee was negligent in ascertaining
                  the pertinent facts; and

            (iii) the Trustee shall not be liable with respect to any action it
                  takes or omits to take in good faith in accordance with a
                  direction received by it pursuant to Section 6.05 hereof.

      (d)   Whether or not therein expressly so provided, every provision of
            this Indenture that in any way relates to the Trustee is subject to
            paragraphs (a), (b) and (c) of this Section.

      (e)   No provision of this Indenture shall require the Trustee to expend
            or risk its own funds or incur any liability. The Trustee may refuse
            to perform any duty or exercise any right or power unless it
            receives security and indemnity satisfactory to it against any loss,
            liability or expense.

      (f)   The Trustee shall not be liable for interest on any money received
            by it except as the Trustee may agree in writing with the Company.
            Absent written instruction from the Company, the Trustee shall not
            be required to invest any such money. Money held in trust by the
            Trustee need not be segregated from other funds except to the extent
            required by law.

      SECTION 7.02 RIGHTS OF TRUSTEE.

      Subject to TIA Section 315(a) through (d):

      (a)   The Trustee may conclusively rely on any document believed by it to
            be genuine and to have been signed or presented by the proper
            person. The Trustee shall not be bound to make any investigation
            into the facts or matters stated in any resolution, certificate,
            statement, instrument, opinion, report, notice, request, direction,
            consent, order, bond, debenture, note, other evidence of
            indebtedness or

                                       22


            other paper or document, but the Trustee, in its discretion, may
            make such further inquiry or investigation into such facts or
            matters as it may see fit.

      (b)   Before the Trustee acts or refrains from acting, it may require an
            Officers Certificate or an Opinion of Counsel, or both. The Trustee
            shall not be liable for any action it takes or omits to take in good
            faith in reliance on such Officers Certificate or Opinion of
            Counsel.

      (c)   The Trustee may act through agents and shall not be responsible for
            the misconduct or negligence of any agent appointed with due care.

      (d)   The Trustee shall not be liable for any action it takes or omits to
            take in good faith which it believes to be authorized or within its
            rights or powers under the Indenture, unless the Trustee's conduct
            constitutes negligence.

      (e)   Unless otherwise specifically provided in this Indenture, any
            demand, request, direction or notice from the Company shall be
            sufficient if signed by an officer of the Company.

      (f)   The Trustee may consult with counsel of its selection and may rely
            upon the advice of such counsel or any Opinion of Counsel.

      The Trustee shall be deemed to have notice of any Default or Event of
Default only if a Trust Officer of the Trustee has actual knowledge thereof or
receives at the Corporate Trust Office of the Trustee written notice of any
event that is in fact a Default or Event of Default, and such notice references
the Securities generally or the Securities of a particular series, as the case
may be, and this Indenture.

      SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to TIA Sections 310(b)
and 311.

      SECTION 7.04 TRUSTEE'S DISCLAIMER.

      The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

      SECTION 7.05 NOTICE OF DEFAULTS.

      If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if the Trustee is deemed to have notice
thereof, the Trustee shall mail to all Holders of Securities of that series a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment on any such

                                       23


Security, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of such Securityholders.

      SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

      Within 60 days after May 15 in each year, the Trustee with respect to any
series of Securities shall mail to Holders of Securities of that series as
provided in TIA Section 313(c) a brief report dated as of such May 15 that
complies with TIA Section 313(a) (if such report is required by TIA Section
313(a)). The Trustee shall also comply with TIA Section 313(b).

      A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which any of the Securities are listed, as required by TIA Section 313(d).
The Company shall notify the Trustee when the Securities are listed on any stock
exchange, and of any delisting thereof.

      SECTION 7.07 COMPENSATION AND INDEMNITY.

      The Company shall pay to the Trustee from time to time such compensation
as shall be agreed upon in writing for its services hereunder. The Company shall
reimburse the Trustee upon written request for all reasonable out-of-pocket
expenses incurred by it. Such expenses shall include the reasonable compensation
and out-of-pocket expenses of the Trustee's agents and counsel.

      The Company shall indemnify each of the Trustee or any predecessor Trustee
for any loss, liability, damage, claims or expenses, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee)
incurred by it, without negligence or bad faith on its part, in connection with
the acceptance or administration of this Indenture and its duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

      To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities. Such lien
will survive the satisfaction and discharge of this Indenture.

      If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) hereof occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

      This Section 7.07 shall survive the termination of this Indenture.

                                       24


      SECTION 7.08 REPLACEMENT OF TRUSTEE.

      A resignation or removal of the Trustee with respect to one or more or all
series of Securities and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

      The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent. The Company may remove the
Trustee with respect to one or more or all series of Securities if:

      (a)   the Trustee fails to comply with Section 7.10 hereof;

      (b)   the Trustee is adjudged bankrupt or insolvent;

      (c)   a receiver or other public officer takes charge of the Trustee or
            its property; or

      (d)   the Trustee becomes incapable of acting.

      If, as to any series of Securities, the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee for that series. Within one year after the
successor Trustee with respect to any series takes office, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company. If a successor Trustee as to a particular series does not take
office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the then outstanding Securities of that series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

      If the Trustee fails to comply with Section 7.10 hereof with respect to
any series, any Holder of Securities of that series who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for that series.

      A successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07 hereof), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

      Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee

                                       25


with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and that (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) shall contain such provisions
as shall be necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary or desirable to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

      Upon the execution and delivery of such supplemental Indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

      SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee as to any series of Securities consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to that series.

      SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

      Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee as to any series
of Securities shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b).

      SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

      SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE.

      This Indenture shall upon Company Order cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided

                                       26


for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

      (a)   either

            (i)   all Securities theretofore authenticated and delivered (other
                  than Securities that have been destroyed, lost or stolen and
                  that have been replaced or paid) have been delivered to the
                  Trustee for cancellation; or

            (ii)  all such securities not theretofore delivered to the Trustee
                  for cancellation

                  (1)   have become due and payable, or

                  (2)   will become due and payable at their stated maturity
                        within one year, or

                  (3)   are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        at the expense, of the Company, or

                  (4)   are deemed paid and discharged pursuant to Section 8.03,
                        as applicable;

            and the Company, in the case of (1), (2) or (3) above, has deposited
            or caused to be deposited with the Trustee as trust funds in trust
            an amount sufficient for the purpose of paying and discharging the
            entire indebtedness on such Securities not theretofore delivered to
            the Trustee for cancellation, for principal and interest to the date
            of such deposit (in the case of Securities that have become due and
            payable on or prior to the date of such deposit) or to the stated
            maturity or redemption date, as the case may be;

      (b)   the Company has paid or caused to be paid all other sums payable
            hereunder by the Company; and

      (c)   the Company has delivered to the Trustee an Officers Certificate and
            an Opinion of Counsel, each stating that all conditions precedent
            herein provided for relating to the satisfaction and discharge of
            this Indenture have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof, and, if
money shall have been deposited with the Trustee pursuant to clause (a) of this
section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03 hereof, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.

      SECTION 8.02 APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

      (a)   Subject to the provisions of Section 8.05 hereof, all money
            deposited with the Trustee pursuant to Section 8.01 hereof, all
            money and U.S. Government Obligations deposited with the Trustee
            pursuant to Section 8.03 or 8.04 hereof

                                       27


            and all money received by the Trustee in respect of U.S. Government
            Obligations deposited with the Trustee pursuant to Section 8.03 or
            8.04 hereof, shall be held in trust and applied by it, in accordance
            with the provisions of the Securities and this Indenture, to the
            payment, either directly or through any Paying Agent (including the
            Company acting as its own Paying Agent) as the Trustee may
            determine, to the persons entitled thereto, of the principal and
            interest for whose payment such money has been deposited with or
            received by the Trustee or to make mandatory sinking fund payments
            or analogous payments as contemplated by Sections 8.03 and 8.04
            hereof.

      (b)   The Company shall pay and shall indemnify the Trustee against any
            tax, fee or other charge imposed on or assessed against U.S.
            Government Obligations deposited pursuant to Sections 8.03 or 8.04
            hereof or the interest and principal received in respect of such
            obligations other than any payable by or on behalf of Holders.

      (c)   The Trustee shall deliver or pay to the Company from time to time
            upon Company Request any U.S. Government Obligations or money held
            by it as provided in Sections 8.03 or 8.04 hereof that, in the
            opinion of a nationally recognized firm of independent certified
            public accountants expressed in a written certification thereof
            delivered to the Trustee, are then in excess of the amount thereof
            which then would have been required to be deposited for the purpose
            for which such U.S. Government Obligations or money were deposited
            or received. This provision shall not authorize the sale by the
            Trustee of any U.S. Government obligations held under this
            Indenture.

      SECTION 8.03 LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES.

      Unless this Section 8.03 is otherwise specified to be inapplicable to
Securities of any series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of any such
series on the 91st day after the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, upon Company Request, execute
proper instruments acknowledging the same), except as to:

      (a)   the rights of Holders of the Securities of such series to receive,
            from the trust funds described in subparagraph (d) hereof, (i)
            payment of each installment of principal of or interest on the
            outstanding Securities of such series on the stated maturity of such
            principal of or interest and (ii) the benefit of any mandatory
            sinking fund payments applicable to the Securities of such series on
            the day on which such payments are due and payable in accordance
            with the terms of this Indenture and the Securities of such series;

      (b)   the Company's obligations with respect to such Securities of such
            series under Sections 2.03, 2.06 and 2.07 hereof; and

                                       28


      (c)   the rights, powers, trust and immunities of the Trustee hereunder
            and the duties of the Trustee under Section 8.02 hereof and the duty
            of the Trustee to authenticate Securities of such series issued on
            registration of transfer of exchange;

      provided that, the following conditions shall have been satisfied:

      (d)   the Company shall have deposited or caused to be deposited
            irrevocably with the Trustee as trust funds, for the purpose of
            making the following payments, specifically pledged as security for
            and dedicated solely to the benefit of the Holders of such
            Securities, cash in U.S. Dollars and/or U.S. Government Obligations,
            which through the payment of interest and principal in respect
            thereof, in accordance with their terms, will provide (and without
            reinvestment and assuming no tax liability will be imposed on such
            Trustee), not later than one day before the due date of any payment
            of money, an amount in cash sufficient, in the opinion of a
            nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee, to pay and discharge each installment of principal
            (including mandatory sinking fund or analogous payments) of and
            interest, if any, on all the Securities of such series on the dates
            such installments of interest or principal are due;

      (e)   such deposit will not result in a breach or violation of, or
            constitute a default under, this Indenture or any other material
            agreement or instrument to which the Company is a party or by which
            it is bound;

      (f)   no Default or Event of Default with respect to the Securities of
            such series shall have occurred and be continuing on the date of
            such deposit or during the period ending on the 91st day after such
            date;

      (g)   the Company shall have delivered to the Trustee an Opinion of
            Counsel to the effect that (i) the Company has received from, or
            there has been published by, the Internal Revenue Service a ruling,
            or (ii) since the date of execution of this Indenture, there has
            been a change in the applicable federal income tax law, in either
            case to the effect that, the Holders of the Securities of such
            series will not recognize income, gain or loss for federal income
            tax purposes as a result of such deposit, defeasance and discharge
            and will be subject to federal income tax on the same amount and in
            the same manner and at the same times as would have been the case if
            such deposit, defeasance and discharge had not occurred;

      (h)   the Company shall have delivered to the Trustee an Officers
            Certificate stating that the deposit was not made by the Company
            with the intent of preferring the Holders of the Securities of such
            series over any other creditors of the Company or with the intent of
            defeating, hindering, delaying or defrauding any other creditors of
            the Company;

      (i)   such deposit shall not result in the trust arising from such deposit
            constituting an investment company (as defined in the Investment
            Company Act of 1940, as

                                       29


            amended), or such trust shall be qualified under such Act or exempt
            from regulation thereunder; and

      (j)   the Company shall have delivered to the Trustee an Officers
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent provided for relating to the defeasance
            contemplated by this Section have been complied with.

      SECTION 8.04 COVENANT DEFEASANCE.

      Unless this Section 8.04 is otherwise inapplicable to Securities of any
series, on and after the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term, provision
or condition set forth under Sections 4.02, 4.03 and 5.01 hereof as well as any
additional covenants contained in a supplemental indenture hereto for a
particular series of Securities or a Board Resolution or an Officers Certificate
delivered pursuant to Section 2.01 hereof (and the failure to comply with any
such provisions shall not constitute a Default or Event of Default under Section
6.01 hereof) and the occurrence of any event described in clause (5) of Section
6.01 hereof shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such series, provided that the following conditions
shall have been satisfied:

      (a)   With reference to this Section 8.04, the Company has deposited or
            caused to be irrevocably deposited (except as provided in Section
            8.03 hereof) with the Trustee as trust funds, specifically pledged
            as security for, and dedicated solely to, the benefit of the Holders
            of such Securities, cash in U.S. Dollars and/or U.S. Government
            Obligations which through the payment of interest and principal in
            respect thereof, in accordance with their terms, will provide (and
            without reinvestment and assuming no tax liability will be imposed
            on such Trustee), not later than one day before the due date of any
            payment of money, an amount in cash sufficient, in the opinion of a
            nationally recognized firm of independent certified public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay principal and interest, if any, on and any
            mandatory sinking fund in respect of the Securities of such series
            on the dates such installments of interest or principal are due;

      (b)   Such deposit will not result in a breach or violation of, or
            constitute a default under, this Indenture or any other material
            agreement or instrument to which the Company is a party or by which
            it is bound;

      (c)   No Default or Event of Default with respect to the Securities of
            such series shall have occurred and be continuing on the date of
            such deposit or during the period ending on the 91st day after such
            date;

      (d)   The Company shall have delivered to the Trustee an Opinion of
            Counsel confirming that Holders of the Securities of such series
            will not recognize income, gain or loss for federal income tax
            purposes as a result of such deposit and defeasance and will be
            subject to federal income tax on the same amounts, in the

                                       30


            same manner and at the same times as would have been the case if
            such deposit and defeasance had not occurred;

      (e)   The Company shall have delivered to the Trustee an Officers
            Certificate stating the deposit was not made by the Company with the
            intent of preferring the Holders of the Securities of such series
            over any other creditors of the Company or with the intent of
            defeating, hindering, delaying or defrauding any other creditors of
            the Company; and

      (f)   The Company shall have delivered to the Trustee an Officers
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent herein provided for relating to the defeasance
            contemplated by this Section have been complied with.

      SECTION 8.05 REPAYMENT TO COMPANY.

      The Trustee and the Paying Agent shall pay to the Company upon the
Company's request any money held by them for the payment of principal or
interest that remains unclaimed for two years after the date upon which such
payment shall have become due. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person.

                                   ARTICLE 9.
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

      SECTION 9.01 WITHOUT CONSENT OF HOLDERS.

      The Company and the Trustee as to any series of Securities may supplement
or amend this Indenture or the Securities without notice to or the consent of
any Securityholder:

                  (1)   to cure any ambiguity, defect or inconsistency;

                  (2)   to comply with Article 5;

                  (3)   to comply with any requirements of the Commission in
                        connection with the qualification of this Indenture
                        under the TIA;

                  (4)   to provide for uncertificated Securities in addition to
                        or in place of certificated Securities;

                  (5)   to add to, change or eliminate any of the provisions of
                        this Indenture in respect of one or more series of
                        Securities, provided, however, that any such addition,
                        change or elimination (A) shall neither (i) apply to any
                        Security of any series created prior to the execution of
                        such supplemental indenture and entitled to the benefit
                        of such provision nor (ii) modify the rights of the
                        Holder of any such Security with respect to such
                        provision or (B) shall become effective only when there
                        is no outstanding Security of any

                                       31


                        series created prior to the execution of such
                        supplemental indenture and entitled to the benefit of
                        such provision;

                  (6)   to make any change that does not adversely affect in any
                        material respect the interests of the Securityholders of
                        any series; or

                  (7)   to establish additional series of Securities as
                        permitted by Section 2.01 hereof.

      SECTION 9.02 WITH CONSENT OF HOLDERS.

      Subject to Section 6.07, the Company and the Trustee as to any series of
Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class. The Holders of a majority in principal amount
of the then outstanding Securities of any series may also waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to that series or the Securities of that series; provided, however, that
without the consent of each Securityholder affected, an amendment or waiver may
not:

                  (1)   reduce the percentage of the principal amount of
                        Securities whose Holders must consent to an amendment or
                        waiver;

                  (2)   reduce the amount of, or postpone the date fixed for,
                        the payment of any sinking fund or analogous provision;

                  (3)   reduce the rate of, or change the time for payment of
                        interest on, any Security;

                  (4)   reduce the principal of or change the fixed maturity of
                        any Security or waive a redemption payment or alter the
                        redemption provisions with respect thereto;

                  (5)   make any Security payable in money other than that
                        stated in the Security (including defaulted interest);

                  (6)   reduce the principal amount of original Issue Discount
                        Securities payable upon acceleration of the maturity
                        thereof;

                  (7)   make any change in Section 6.04, 6.07 or 9.02 (this
                        sentence); or

                  (8)   waive a default in the payment of the principal of, or
                        interest on, any Security, except to the extent
                        otherwise provided for in Section 6.02 hereof.

      An amendment or waiver under this Section that waives, changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular series of
Securities, or that modifies the rights of the Holders of

                                       32


Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.

      It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

      The Company shall mail supplemental indentures to Holders upon request.
Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

      SECTION 9.03 REVOCATION AND EFFECT OF CONSENTS.

      Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of the Security or portion of the Security that evidences the same debt
as the consenting Holder's Security, even if notation of the consent is not made
on any Security; provided, however, that unless a record date shall have been
established pursuant to Section 2.12(a) hereof, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives the notice of revocation before the date on which the
amendment or waiver becomes effective. An amendment or waiver shall become
effective on receipt by the Trustee of consents from the Holders of the
requisite percentage of principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

      SECTION 9.04 NOTATION ON OR EXCHANGE OF SECURITIES.

      If an amendment or waiver changes the terms of a Security: (a) the Trustee
may require the Holder of the Security to deliver it to the Trustee, the Trustee
may, at the written direction of the Company and at the Company's expense, place
an appropriate notation on the Security about the changed terms and return it to
the Holder and the Trustee may place an appropriate notation on any Security
thereafter authenticated; or (b) if the Company or the Trustee so determines,
the Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

      SECTION 9.05 TRUSTEE TO SIGN AMENDMENTS, ETC.

      The Trustee shall receive an Opinion of Counsel stating that the execution
of any amendment or waiver proposed pursuant to this Article is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver that
affects the Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

                                       33


                                   ARTICLE 10.
                                  MISCELLANEOUS

      SECTION 10.01 NOTICES.

      Any notice or communication is duly given if in writing and delivered in
person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next-day delivery,
addressed as follows:

      If to the Company:

               Golden Star Resources Ltd.
               10901 W. Toller Road, Suite 300
               Littleton, Colorado, 80127
               Attention: Chief Executive Officer
               Telephone: (303) 830-9000
               Facsimile: (303) 830-9094

      If to the Trustee:

               _______________________________
               _______________________________
               _______________________________
               _______________________________
               Attention: ____________________
               Telephone: ____________________
               Facsimile: ____________________

      The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next-day delivery.

      Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

                                       34


      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      SECTION 10.02 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

      Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

      SECTION 10.03 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (a)   an Officers Certificate stating that, in the opinion of the signers,
            all conditions precedent, if any, provided for in this Indenture
            relating to the proposed action have been complied with; and

      (b)   an Opinion of Counsel stating that, in the opinion of such counsel,
            all such conditions precedent have been complied with.

      SECTION 10.04 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificate provided for
in Section 4.03 hereof) shall include:

                  (1)   a statement that the Person making such certificate or
                        opinion has read such covenant or condition;

                  (2)   a brief statement as to the nature and scope of the
                        examination or investigation upon which the statements
                        or opinions contained in such certificate or opinion are
                        based;

                  (3)   a statement that, in the opinion of such Person, he or
                        she has made such examination or investigation as is
                        necessary to enable him or her to express an informed
                        opinion as to whether or not such covenant or condition
                        has been complied with; and

                  (4)   a statement as to whether or not, in the opinion of such
                        Person, such condition or covenant has been complied
                        with; provided, however, that with respect to matters of
                        fact an Opinion of Counsel may rely on an Officers
                        Certificate or certificates of public officials.

                                       35


      SECTION 10.05 RULES BY TRUSTEE AND AGENTS.

      The Trustee as to Securities of any series may make reasonable rules for
action by or at a meeting of Holders of Securities of that series. The Registrar
and any Paying Agent or Authenticating Agent may make reasonable rules and set
reasonable requirements for their functions.

      SECTION 10.06 LEGAL HOLIDAYS.

      A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in _______________, are not required to be open. If a payment date
is a Legal Holiday at a place of payment, payment may be made at that place on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

      SECTION 10.07 NO RECOURSE AGAINST OTHERS.

      A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under any series of
Securities or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration of issuance of the Securities.

      SECTION 10.08 COUNTERPARTS.

      This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

      SECTION 10.09 GOVERNING LAW.

      The laws of the State of _________ shall govern this Indenture and the
Securities, without regard to the conflict of laws provisions thereof.

      SECTION 10.10 SEVERABILITY.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

      SECTION 10.11 EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC.

      The Article and Section headings herein and the table of contents are for
convenience only and shall not affect the construction hereof.

                                       36


      SECTION 10.12 SUCCESSORS AND ASSIGNS.

      All covenants and agreements of the Company in this Indenture and the
securities shall bind its successors and assigns. All agreements of the Trustee
in this Indenture shall bind its successor.

      SECTION 10.13 NO INTERPRETATION OF OTHER AGREEMENTS.

      This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

                            [signature page follows]

                                       37


      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first above written.

                                           GOLDEN STAR RESOURCES LTD.

                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________

                                           _____________________________________
                                           as Trustee

                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________

                                       38

EX-5

Exhibit 5

Fasken Martineau Dumoulin LLP
Barristers and Solicitors
Patent and Trade-mark Agents

66 Wellington Street West
Suite 4200, Toronto Dominion Bank Tower
Box 20, Toronto-Dominion Center
Toronto, Ontario, Canada M5K 1N6

416 366 8381 Telephone
416 364 7813 Facsimile www.fasken.com

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. (the “Corporation”), a corporation organized under the laws of Canada , in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to the U.S. Securities Act of 1933, as amended (the “1933 Act”), relating to the registration of up to $300,000,000 of securities of the Corporation, which securities may consist of common shares, preferred shares, warrants or convertible debt securities or combinations of such securities.

We have examined such statutes, public and corporate records, certificates of public officials and other documents, and have made such other searches and investigations as we have considered necessary or appropriate for the purpose of the opinions set forth below. We have also reviewed and relied upon a certificate of an officer of the Corporation as to certain factual matters, a copy of which has been delivered to you today

For the purposes of the opinions set forth in this letter, we have assumed, with respect to all documents examined by us, that all signatures are genuine, all individuals signing any documents had full legal capacity at all relevant times, all documents and records submitted to us as originals are authentic and complete and all documents and records submitted to us as certified, conformed or photostatic copies confirm to authentic and complete original documents.

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 and relying on the foregoing, it is our opinion:

     1. that the common shares or preferred shares of the Corporation, if and when duly authorized by the Corporation in accordance with its articles, by-laws and applicable law, and issued as described in the Registration Statement will, upon such issuance, be legally issued, fully paid and non-assessable; and

     2. that any warrants or convertible debt securities, if and when duly authorized by the Corporation in accordance with its articles, by-laws and applicable laws, and issued as described in the Registration Statement will be valid and binding obligations of the Corporation.

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 and to the use of our name in the Registration Statement.

Yours truly,

2

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

	Six Months Ended June 30						Fiscal Year Ended December 31,
	2003			2004			1999			2000			2001			2002			2003
Earnings
Income/(loss) from operations before income tax, minority interest adjustments and changes in accounting principles	$	8,901		$	7,346		$	(24,995	)	$	(18,390	)	$	(21,669	)	$	5,694		$	24,533
Fixed charges		150			181			333			1,028			939			386			265
Earnings (loss)	$	9,051		$	7,527		$	(24,662	)	$	(17,362	)	$	(20,730	)	$	6,080		$	24,798
Fixed Charges
Interest portion of rental expense	$	123		$	169		$	130		$	223		$	106		$	121		$	223
Interest incurred		27			12			203			805			833			265			42
Total fixed charges	$	150		$	181		$	333		$	1,028		$	939		$	386		$	265
Ratio of earnings to fixed charges		60	x		42	x		—	(1)		—	(1)		—	(1)		16	x		93	x
Amount of the deficiency		—			—		$	(24,995	)	$	(18,390	)	$	(21,669	)		—			—

(1) For fiscal years ended December 31, 1999, 2000 and 2001 earnings were insufficient to cover fixed charges.

	Six Months
	2003			2004			1999			2000			2001			2002			2003
Ratio calculation		60			42			-74			-17			-22			16			93
Rent expense BGL	$	515,526		$	759,901		$	156,580		$	315,231		$	179,150		$	389,003		$	973,129
Rent Expense GSR		61,462			85,400			168,000			168,667			119,802			127,236			116,075
Total Rent Expense	$	576,988		$	845,301		$	324,580		$	483,898		$	298,952		$	516,239		$	1,089,204
Lessor’s charge (Six times rent expense)	$	3,461,928		$	5,071,806		$	1,947,480		$	2,903,388		$	1,793,712		$	3,097,434		$	6,535,224
Lessor’s costs of equip (Five times rent expense)	$	2,884,940		$	4,226,505		$	1,622,900		$	2,419,490		$	1,494,760		$	2,581,195		$	5,446,020
Profit and interest	$	576,988		$	845,301		$	324,580		$	483,898		$	298,952		$	516,239		$	1,089,204
Interest rate		4.3	%		4.0	%		8.0	%		9.2	%		7.1	%		4.7	%		4.1	%
Estimated interest component	$	122,610		$	169,060		$	129,832		$	222,593		$	106,128		$	121,316		$	223,287
Profit	$	454,378		$	676,241		$	194,748		$	261,305		$	192,824		$	394,923		$	865,917
Percent of equipment cost		16	%		16	%		12	%		11	%		13	%		15	%		16	%
		21.3	%		20.0	%		40.0	%		46.0	%		35.5	%		23.5	%		20.5	%

EX-23.1

Exhibit 23.1

AUDITORS’ CONSENT

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 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. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

CHARTERED ACCOUNTANTS
Calgary, Canada
September 13, 2004