Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Palmer Roger
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2008
3. Issuer Name and Ticker or Trading Symbol
GOLDEN STAR RESOURCES LTD [GSS]
(Last)
(First)
(Middle)
10901 W. TOLLER DRIVE, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO, Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
01/07/2008
(Street)

LITTLETON, CO 80127
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common shares 13,358
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common share options (rt. to buy) 08/29/2000(1) 08/29/2010 Common Shares 75,500 $ 1.06 (2) D  
Common share options (rt. to buy) 07/17/2001(1) 07/17/2011 Common Shares 33,400 $ 0.9 (2) D  
Common share options (rt. to buy) 01/29/2002(1) 01/29/2012 Common Shares 4,334 (3) $ 1.02 (2) D  
Common share options (rt. to buy) 01/30/2003(1) 01/30/2013 Common Shares 8,666 (3) $ 2.76 (2) D  
Common share options (rt. to buy) 01/26/2005(4) 01/26/2016 Common Shares 10,000 $ 4.03 (2) D  
Common share options (rt. to buy) 01/31/2006(4) 01/31/2016 Common Shares 19,000 $ 3.47 (2) D  
Common share options (rt. to buy) 02/02/2007(4) 02/02/2017 Common Shares 13,026 (5) $ 3.34 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Palmer Roger
10901 W. TOLLER DRIVE
SUITE 300
LITTLETON, CO 80127
      Interim CFO, Vice President  

Signatures

Roger Palmer 01/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Vesting schedule is as follows: 33.3% on grant; 33.3% on 1st & 2nd anniversaries of grant date.
(2) Options priced in CDN$; this is the US$ equivalent.
(3) This is the corrected amount of the number of shares.
(4) Vesting schedule is as follows: 25% ongrant; 25% on 1st, 2nd & 3rd anniversaires of grant date.
(5) This derivative security was inadvertently not recorded on the original Form 3 filed on January 7, 2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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