8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2005

GOLDEN STAR RESOURCES LTD.

(Exact name of registrant as specified in its charter)

CANADA	1-12284	98-0101955
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

10901 West Toller Drive,
Suite 300
Littleton, Colorado
(Address of principal executive offices) 80127-6312
(Zip Code)

Registrant’s telephone number, including area code: (303) 830-9000

No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

Golden Star Resources Ltd. is filing this Form 8-K/A, Amendment No. 2, which amends the Form 8-K filed on December 27, 2005, as amended by the Form 8-K/A filed on March 8, 2006, to file Exhibit 23.1 hereto. This Form 8-K/A supplements and does not replace any provisions of the original Form 8-K filing, as amended.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
No.	Description
23.1	Consent of KPMG, LLP

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: September 5, 2006

Golden Star Resources Ltd.
By:	/s/ Roger Palmer
	Roger Palmer
	Vice President, Finance

EXHIBIT INDEX

Exhibit
No.	Description
23.1	Consent of KPMG, LLP

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference of our report dated May 13, 2005, except as to note 13, which is as of December 15, 2005, with respect to the consolidated balance sheets of St. Jude Resources Ltd. (“St. Jude”) as of January 31, 2005 and 2004, and the related consolidated statements of operations and deficit and cash flows for each of the years then ended, in the Registration Statements on Form S-8 (File Nos. 333-105820, 333-105821, 333-118958), Form S-3, as amended (File Nos. 333-33237, 333-89767, 333-82106, 333-102225, 333-118956, 333-126741) and Form S-4, as amended (File No. 333-118957) of Golden Star Resources Ltd., which report appears in the Form 8-K/A of Golden Star Resources Ltd. filed on September 5, 2006. Our report dated May 13, 2005, except as to note 13, which is as of December 15, 2005, includes additional comments by auditors for U.S. readers on Canada — U.S. reporting differences that (a) refers to a change in accounting principles described in note 1(j) to the consolidated financial statements, and (b) states that the financial statements are affected by conditions and events that cast substantial doubt on St. Jude’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

/s/ KPMG, LLP

Edmonton, Canada
September 5, 2006