UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 5, 2005

GOLDEN STAR RESOURCES LTD.

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))

Item 1.01. Entry into a Material Definitive Agreement

      On April 5, 2005, Golden Star Resources Ltd. (“Golden Star”) entered into an agreement with Amaranth Advisors (Canada) ULC for the sale by Golden Star of $50 million in aggregate principal amount of senior unsecured convertible notes (the “Notes”) to Amaranth LLC. The Notes will mature four years from the date of closing and will bear interest at a rate of 6.85% per annum, payable semi-annually. The Notes will have a conversion price of $4.50. A registration statement registering the resale of the common shares issuable upon conversion of the Notes is expected to be filed within 30 days of closing.

      The closing of the transaction is subject to completion of definitive documentation and other customary conditions.

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: April 11, 2005