SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ELDORADO GOLD CORPORATION

Canada Business Corporations Act
(State or other jurisdiction of Incorporation
or organization)	Not Applicable
(I.R.S. Employer Identification No.)	

920 – 1055 West Hastings Street,
Vancouver, British Columbia
Canada V6E 2E9
Address of Principal Executive Offices
INCENTIVE STOCK OPTION PLAN
OF ELDORADO GOLD CORPORATION
OFFICERS & DIRECTORS
(Full titles of the plans)
CT Corporation
111 Eighth Avenue, 13 Floor
New York, NY 10011; Telephone: (212) 894-8940
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered (1)	Amount to
be Registered	Proposed Maximum Offering
Price Per Share	Proposed Maximum Aggregate
Offering Price	Amount of
Registration Fee	
	
Common Shares subject to	 	 	 	 	 	 	 	 	 	
outstanding options under the	 		
D & O Stock Option Plan	 	2,820,000	 	US$0.75 (2)(4)	 	US$2,115,000	 	US$ 171.11	 	
	
Common Shares not subject to	 		
outstanding options under the	 		
D & O Stock Option Plan	 	3,950,000	 	US$1.86 (3)(4)	 	US$7,347,000	 	US$ 594.38	 	
	
Total Common Shares	 	6,770,000	 		 	US$9,462,000	 	US$ 765.49	 	
	
(1)	Common Shares, without par value, offered by the Company pursuant to the Plans described herein.	
(2)	Based on the weighted average exercise price of options granted under the Incentive Stock Option Plan of Eldorado Gold Corporation Officers & Directors outstanding as of the date of the filing of this registration statement.	
(3)	The proposed maximum offering price per share and the registration fee were calculated in accordance with rule 457(c) and (h) based on the average high and low prices for the Registrant’s common shares on July 11, 2003, as quoted on the Toronto Stock Exchange, which was US$1.86 per share.	
(4)	U.S. dollar amounts are calculated based on the noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York on July 11, 2003. On such date the noon buying rate was Cdn.$ 1.00=US$1.3762.	

This registration statement on Form S-8 registers 6,770,000 common shares of Eldorado Gold Corporation (the “Registrant”) to be issued pursuant to the exercise of options or rights granted under the Incentive Stock Option Plan of Eldorado Gold Corporation Officers & Directors.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in this registration statement.
    (a)        The Registrant’s registration statement on Form 40-F filed, pursuant to Section 12(b) of the Securities Exchange Act of 1934, on October 31, 2002, as amended on December 27, 2002.
    (b)        The Registrant’s annual report on Form 40-F filed on May 20, 2003 and current report on Form 6-K filed on May 20, 2003.
    (c)        The description of the Registrant’s securities contained in the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 10, 2003, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Bylaw No. 1 of the Registrant provides that, subject to the provisions of the Canada Business Corporations Act, the Registrant shall indemnify each director or officer or former director or officer of the Registrant and each other individual who acts or has acted at the Registrant’s request as a director or officer, or in a similar capacity, of another entity, and each such individual’s respective heirs and personal representatives (each, a “Qualified Person”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in a civil, criminal, administrative, investigative or other proceeding the individual is involved because of that association with the Registrant or other entity, provided that :

(a)	 	the individual acted honestly and in good faith with a view to the best interests of the Registrant or other entity; and	

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

The Canada Business Corporations Act has similar indemnification provisions as provided under Bylaw No. 1 of the Registrant, and expressly provides that each director or officer or former director or officer of the Registrant or another individual who acts or has acted at the Registrant’s request in a similar capacity of another entity (each, a “Specified Qualified Person”) is entitled to indemnity from the Registrant in respect to all costs, charges and expenses reasonably incurred by such 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 the Registrant or other entity, if he or she (i) satisfies the requirements of (a) and (b) above and (ii)

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was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.
The Canada Business Corporations Act provides that the Registrant with court approval may indemnify a Specified Qualified Person in respect of all costs, charges and expenses reasonably incurred by such individual in a derivative action (an action by or on behalf of the Registrant or other entity to procure judgment in its favor) to which the individual is subject because of the individual’s association with the Registrant or other entity if he or she satisfies the requirements of (a) and (b) above. A similar provision is included in By Law No. 1 of the Registrant in respect of Qualified Persons.
Bylaw No. 1 of the Registrant also provides that the Registrant may advance monies to a Qualified Person for costs, charges and expenses in a civil, criminal, administrative, investigative or other proceeding the individual was involved because of his or her association with the Registrant or other entity. The Canada Business Corporations Act also provides that the Registrant may advance moneys to a Specified Qualified Person for the costs, charges and expenses reasonably incurred by him or her in connection with a civil, criminal, administrative, investigative or other proceeding to which he or she is subject to because of the individual’s association with the Registration or other entity; provided however he or she shall repay such monies if:

•	 	the individual failed to act honestly and in good faith with a view to the best interests of the Registrant or other entity; or	

•	 	in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the individual did not have reasonable grounds for believing the conduct was lawful.	

The Registrant maintains Directors’ and Officers’ Liability Insurance for its Directors.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.

Exhibit Number	Exhibit	
 	
4	.1	Incentive Stock Option Plan of Eldorado Gold Corporation Officers & Directors	 	
 	
5	.1	Opinion of Fasken Martineau DuMoulin LLP	 	
 	
23	.1	Consent of PricewaterhouseCoopers LLP	 	
 	
24	.1	Power of Attorney (See page II-5 of this registration statement)	 	

Item 9. 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 the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represents no more than 20% change in the

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maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
                          (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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and 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 this registration statement.
                 (2)     That for the purpose of determining any liability under the Securities Act, each such 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.
                 (3)     To remove from registration by means of a post-effective amendment any of the securities being registered which 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, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.
        (h)     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 Securities and Exchange 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES
         The Registrant . 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 on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on this 14th day of July 2003.

 	ELDORADO GOLD CORPORATION

/s/ Paul N. Wright                            
Name:     Paul N. Wright
Title:    President and Chief Executive Officer	

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POWER OF ATTORNEY
        Each person whose signature appears below constitutes and appoints Paul N. Wright and Earl W. Price, his attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date	
 	
/s/ Paul N. Wright                     
Paul N. Wright	President, Chief Executive Officer and Director
(Principal Executive Officer)	July 11, 2003	
 	
/s/ Earl W. Price                        
Earl W. Price	Chief Financial Officer and Director
(Principal Financial Officer and Accounting
Officer)	July 10, 2003	
 	
/s/ Dawn L. Moss                    
Dawn L. Moss	Secretary	July 2, 2003	
 	
/s/ Hugh C. Morris                   
Hugh C. Morris	Director	July 15, 2003	
 	
/s/ Joseph F. Conway              
Joseph F. Conway	Director	July 11, 2003	
 	
/s/ Wayne D. Lenton               
Wayne D. Lenton	Director
(Authorized U.S. Representative)	July 15, 2003	
 	
/s/ John S. Auston                      
John S. Auston	Director	July 15, 2003	
 	
/s/ K. Ross Cory                      
K. Ross Cory	Director	July 9, 2003	
 	
/s/ Robert Gilmore                      
Robert Gilmore	Director	July 14, 2003	

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EXHIBIT INDEX

Exhibit Number	Exhibit	
 	
4	.1	Incentive Stock Option Plan of Eldorado Gold Corporation Officers & Directors	 	
 	
5	.1	Opinion of Fasken Martineau DuMoulin LLP	 	
 	
23	.1	Consent of PricewaterhouseCoopers LLP	 	
 	
24	.1	Power of Attorney (See page II-5 of this registration statement)	 	

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EXHIBIT 4.1

INCENTIVE STOCK OPTION PLAN

OF ELDORADO GOLD CORPORATON

OFFICERS & DIRECTORS

•	 	Purpose of the Plan	

•            The purpose of the Plan is to attract and retain superior directors and officers engaged to provide ongoing services to the Company, to provide an incentive for such persons to put forth maximum effort for the continued success and growth of the Company, and in combination with these goals, to encourage their equity participation in the Company.

•	 	Definitions	

•            For the purposes of the Plan, the following terms have the respective meanings set forth below:

•	 	"Addendum" means the addendum attached to and forming a part of this Plan;	

•	 	"Affiliate" has the same meaning ascribed to that term as set out in the Securities Act (Ontario);	

•	 	"Board" means the board of directors of the Company;	

•	 	“Company”means Eldorado Gold Corporation;	

•	 	“Compensation Committee” means the committee of the Board constituted as provided in Section 3 hereof and if none is so constituted, means the full Board;	

•	 	“Disability” means a physical or mental incapacity of a nature which the Board determines prevents or would prevent the Optionee from satisfactorily performing the substantial and material duties of his or her position with the Company;	

•	 	"Eligible Person" means, from time to time, any director or officer of the Company;	

•	 	"Exchange" means any principal exchange upon which the Shares are listed;	

•	 	"Grant Date" has the meaning ascribed to that term in Subsection 5.1 hereof;	

•	 	“Market Value” of a Share means, on any given day, the closing board lot sale price per share of Shares on the Exchange on the trading day immediately preceding the relevant date and if there was not a board lot sale on the Exchange on such date, then the last board lot sale prior thereto;	

•	 	"Option" means an option, granted pursuant to Section 5 hereof, to purchase a Share;	

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•	 	"Option Period" has the meaning ascribed to that term in Subsection 6.3 hereof;	

•	 	“Option Price” means the price per Share at which Shares may be purchased under the Option, as determined pursuant to Paragraph 5.1(b) hereof and as may be adjusted in accordance with Section 10 hereof;	

•	 	"Optionee" means an Eligible Person to whom an Option has been granted;	

•	 	“Plan” means the Incentive Stock Option Plan of the Company as set forth herein as the same may be amended and/or restated from time to time;	

•	 	"Retirement" has the meaning ascribed to that term in Subsection 8.1 hereof;	

•	 	"Securities Regulators" has the meaning ascribed to that term in Section 11 hereof; and	

•	 	“Share” means, subject to Section 10 hereof, a Common share without nominal or par value in the capital of the Company.	

•            Unless otherwise indicated, all dollar amounts referred to in this Option Plan are in Canadian funds.
•            As used in this Plan, words importing the masculine gender shall include the feminine and neuter genders and words importing the singular shall include the plural and vice versa, unless the context otherwise requires.

•	 	Administration of the Plan	

•            The Plan shall be administered by the Board with the assistance of the Compensation Committee and the chief executive officer as provided herein.
•            The members of the Compensation Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. A majority of the Compensation Committee shall constitute a quorum thereof. Acts approved in writing by all members of the Compensation Committee shall constitute valid acts of the Compensation Committee as if taken at a meeting at which a quorum was present.
•            The chief executive officer of the Company shall periodically make recommendations to the Compensation Committee as to the grant of Options.
•            The Compensation Committee shall, on at least an annual basis, make recommendations to the Board as to the grant of Options.
•            The Board may wait until such time as the financial statements of the preceding fiscal year are approved by the Board before making any determination regarding the grant of Options.

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•            In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.
•            The Board may authorize one or more officers of the Company to execute and deliver and to receive documents on behalf of the Company.

•	 	Shares Subject to the Plan	

•            The maximum aggregate number of Shares which may be issued under the Plan shall not exceed 7,000,000 Shares, subject to adjustment as provided in Section 10 hereof.
•            The total number of Shares that may be reserved for issuance to any one Optionee pursuant to Options shall not exceed 1% of the Shares of the Company outstanding on a non-diluted basis on the Grant Date of the Options.
•            Anything in this Plan to the contrary notwithstanding:

•	 	the maximum number of Shares that may be reserved for issuance pursuant to Options granted under the Plan to insiders of the Company and their associates, together with the number of Shares reserved for issuance to such insiders and their associates under the Company’s other previously established or proposed share compensation arrangements, shall not exceed 10% of the Shares outstanding on a non-diluted basis at the Grant Date of the Options; and	

•	 	the maximum number of Shares which may be issued to insiders of the Company and their associates under the Plan within any one-year period, when taken together with the number of Shares issued to such insiders and their associates under the Company’s other previously established or proposed share compensation arrangements, shall not exceed 10% of the Shares outstanding on a non-diluted basis at the end of such period and, in the case of any one insider and his associates, shall not exceed 5% of such outstanding Shares.	

For the purposes of this Subsection the word “insider” means an insider as defined in the Securities Act (Ontario) but excluding any person within that definition solely by virtue of being a director or officer of a subsidiary. Any entitlement to acquire Shares granted pursuant to the Plan or any other options prior to the grantee becoming an insider shall be excluded for the purpose of the limits set out in this Subsection.
•            Options may be granted in respect of authorized and unissued Shares. Shares in respect of which Options have expired, were cancelled or otherwise terminated for any reason without having been exercised shall be available for subsequent Options under the Plan. No fractional Shares may be purchased or issued under the Plan.

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•	 	Grants of Options	

•            Subject to the provisions of the Plan, the Board shall, in its sole discretion and from time to time, determine those Eligible Persons to whom Options shall be granted and the date on which such Options are to be granted (the “Grant Date”). The Board shall also determine, in its sole discretion, in connection with each grant of Options:

•	 	the number of Options to be granted;	

•	 	 the Option Price applicable to each Option, provided that the Option Price shall not be less than the Market Value per Share on the Grant Date except as otherwise provided under the Addendum; and	

•	 	 the other terms and conditions (which need not be identical and which, without limitation, may include non-competition provisions) of all Options covered by any grant.	

•	 	Eligibility, Vesting and Terms of Options	

•            Options may be granted to Eligible Persons only
•            Subject to the adjustments provided for in Section 10 hereof, each Option shall entitle the Optionee to purchase one Share.
•            Subject to the provisions of the Addendum, the option period (the “Option Period”) of each Option commences on the Grant Date and expires no later than at 4:30 p.m. Vancouver time on the tenth anniversary of the Grant Date.
•            Without restricting the authority of the Board in respect of the terms of Options to be granted hereunder, the Board may at its discretion, in respect of any such Option, provide that the right to exercise such Option will vest in installments over the life of the Option, with the Option being fully-exercisable only when such required time period or periods have elapsed, and in connection therewith determine the terms under which vesting of the Options may be accelerated.
•            Subject to Section 8, an Option which is not subject to vesting, may be exercised (in each case to the nearest full Share) at any time during the Option Period. Subject to Section 8, an Option which is subject to vesting, may once vested, be exercised (in each case to the nearest full Share) at any time during the Option Period.
•            An Option is personal to the Optionee and is non-assignable and non-transferrable otherwise than by will or by the laws governing the devolution of property in the event of death of the Optionee.

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•	 	Option Agreement	

•            Upon the grant of an Option, the Company and the Optionee shall enter into an option agreement, in a form set out in Appendix A or in such form as approved by the Board, subject to the terms and conditions of the Plan, which agreement shall set out the Optionee’s agreement that the Options are subject to the terms and conditions set forth in the Plan as it may be amended or replaced from time to time, the Grant Date, the name of the Optionee, the Optionee’s position with the Company, the number of Options, the Option Price, the expiry date of the Option Period and such other terms and conditions as the Board may deem appropriate.

•	 	Termination of Employment, Engagement or Directorship	

•            Any Optionee whose employment or directorship with the Company is terminated due to retirement on or after such Optionee’s normal retirement date under the Company’s applicable retirement policy or due to early retirement with the consent of the Board (collectively, “Retirement”) shall have 365 days from the date of such termination to exercise any Option granted hereunder to the extent such Option was exercisable and had vested on such date of termination; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto.
•            Any Optionee whose employment or directorship with the Company is terminated due to Disability shall have 365 days from the date of such termination to exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of such termination; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto.
•            Any Optionee whose employment or directorship with the Company is terminated at any time in the six months following a change of control of the Company (as hereinafter defined) shall have 180 days from the date of such termination to exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of such termination; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto. For the purposes of this Subsection 8.3, “change of control”shall mean the acquisition by a person, or combination of persons acting in concert, of a sufficient number of the voting rights attached to the outstanding voting securities of the Company at the time of such acquisition, to affect materially the control of the Company.
•            In the event of the death of an Optionee, either while in the employment or while a director of the Company, the Optionee’s estate may, within 365 days from the date of the Optionee’s death, exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of the optionee’s death; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto. The Optionee’s estate shall include only the executors or administrators of such estate and persons who have acquired the right to exercise such Option directly from the optionee by bequest or inheritance.
•            In the event an Optionee’s employment or directorship terminates for any reason other than death, Disability, Retirement, cause or in the circumstances described in Subsection

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8.3 hereof, the Optionee may exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of termination no later than thirty (30) days after such termination or such later date within the Option Period first established by the Board for such Option as the Board may fix. In the event an Optionee’s employment or directorship is terminated for cause, each Option held by the Optionee that has not been effectively exercised prior to such termination shall lapse and become null and void immediately upon such termination.
•            The Board may also in its sole discretion increase the periods permitted to exercise all or any of the Options covered by any Grant following a termination of employment or directorship as provided in Subsections 8.1, 8.2, 8.3, 8.4 or 8.5 above, if allowable under applicable law; provided, however, that in no event shall any Option be exercisable following the expiration of the Option Period applicable thereto.
•            The Plan shall not confer upon any Optionee any right with respect to a continuation of employment or directorship of, the Company nor shall it interfere in any way with the right of the Company to terminate any Optionee’s employment at any time.
•            For the purposes of Section 8, termination in the case of officers is determined to be the last day of active employment with the Company or its Affiliate, as the case may be, regardless of any salary continuance or notice period to the Company.

•	 	Exercise of Options	

•            Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Company at its head office of a written notice of exercise addressed to the Secretary of the Company specifying the number of Shares with respect to which the Option is being exercised, together with the appropriate form of payment (to be determined by the Company) for the aggregate of the Option Prices to be paid for the Shares to be purchased. Certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment.

•	 	Adjustment on Alteration of Share Capital	

•            In the event of a subdivision, consolidation or reclassification of outstanding Shares or other capital adjustment, or the payment of a stock dividend thereon, the number of Shares reserved or authorized to be reserved under the Plan, the number of Shares receivable on the exercise of an Option and the Option Price therefor shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board.
•            If the Company amalgamates, consolidates with or merges with or into another body corporate, whether by way of amalgamation, statutory arrangement or otherwise (the right to do so being hereby expressly reserved), any Share receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation or merger if the Optionee had exercised his or her Option immediately prior to the effective date of such amalgamation, consolidation or merger and the

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Option Price shall be adjusted appropriately by the Board and such adjustment shall be binding for all purposes of the Plan.
•            In the event of a change in the Company’s currently authorized Shares which is limited to a change in the designation thereof, the shares resulting from any such change shall be deemed to be Shares within the meaning of the Plan.
•            In the event of any other change affecting the Shares, such adjustment, if any, shall be made as may be deemed equitable by the Board to properly reflect such event.
•            No adjustment provided in this Section 10 shall require the Company to issue a fractional Share and the total adjustment with respect to each Option shall be limited accordingly.
•            If, at any time when an Option granted under the Plan remains unexercised, an offer to purchase all of the Shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Optionee as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Options granted under the Plan and of the time for the fulfillment of any conditions or restrictions on such exercise.
•            Notwithstanding any other provision herein, if because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company of those in another company is imminent, the Board may, in a fair and equitable manner, determine the manner in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Optionees and of the time for the fulfillment of any conditions or restrictions on such exercise. All determinations of the Board under this paragraph 10.7 shall be binding for all purposes of the Plan.

•	 	Regulatory Approval	

•            Notwithstanding any of the provisions contained in the Plan or any Option, the Company’s obligation to grant Options and issue Shares and to issue and deliver certificates for such securities to an Optionee pursuant to the exercise of an Option shall be subject to:

•	 	compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities in Canada and the United States (“Securities Regulators”);	

•	 	compliance with the requirements of the Exchange; and	

•	 	receipt from the Optionee of such covenants, agreements, representations and undertakings, including as to future dealings in such Shares, as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.	

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•            The Company shall in no event be obligated to take any action in order to cause the issuance and delivery of such certificates to comply with any laws, regulations, rules, orders or requirements.
•            If any amendment, modification or termination to the provisions hereof or any Option made pursuant hereto are required by any Securities Regulators, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain a listing or quotation of any Shares, the Board is authorized to make such amendments and thereupon the terms of the Plan, any Options, including any option agreement made pursuant hereto, shall be deemed to be amended accordingly without the requiring the consent or agreement of any Optionee.

•	 	Miscellaneous	

•            An Optionee entitled to Shares as a result of the exercise of an Option shall not be deemed for any purpose to be, or to have rights as, a shareholder of the Company by such exercise, except to the extent Shares are issued therefor and then only from the date such Shares are issued. No adjustment shall be made for dividends or distributions or other rights which the record date is prior to the date such Shares are issued pursuant to the exercise of Options.
•            The Company may require an Optionee, as a condition of exercise of an Option, to pay or reimburse any taxes which are required to be withheld in connection with the exercise of such Option.

•	 	Effective Date, Amendment and Termination	

•            The Plan is effective as of April 30, 2003.
•            The Board may, subject where required to Securities Regulators and/or Exchange approval, from time to time amend, suspend or terminate the Plan in whole or in part.
•            No action by the Board to terminate the Plan pursuant to this Section 13 shall affect any Options granted hereunder which became effective pursuant to the Plan prior to such action.
•            The Board may amend, modify or terminate any outstanding Option, including, but not limited to, substituting another award of the same or of a different type or changing the date of exercise; provided, however that, the Optionee’s consent to such action shall be required unless the Board determines that the action, when taken with any related action, would not materially and adversely affect the Optionee or is made pursuant to Section 11 hereof. The Option Price of any outstanding Option granted to an insider may not be reduced unless disinterested shareholder approval is obtained in accordance with regulatory requirements.

ADDENDUM

TO INCENTIVE STOCK OPTION PLAN

OF ELDORADO GOLD CORPORATION

OFFICERS & DIRECTORS

•	 	Application of Plan and Addendum	

•            As determined from time to time by the Board, this Addendum shall apply to any grant of Options made on or before April 30, 2003 to any of the following persons:

 	Joseph Conway
Paul Curtis
Wayne Lenton
Hugh Morris
Dawn Moss
Earl Price
Paul N. Wright	

•            The Plan shall apply to a grant of Options to which this Addendum applies except insofar as the Plan is inconsistent with this Addendum. The Plan and this Addendum shall be read and construed as one document for the purposes of a grant of Options to which this Addendum applies.

•	 	Option Price and Option Period	

•            Notwithstanding paragraph 5.1(b) and Subsection 6.3 of the Plan, the Option Price, Option Period and other terms applicable to Options granted to each person identified in Subsection 1.1 above shall be as set out below:

Name	Number
of Options	Expiry Date(1)	Option Price	Vesting	
	
Joseph Conway	 	100,000	 	12-Jul-05	 	$0.70	 	fully vested	 	
 	
Paul Curtis	 	100,000	 	30-May-06	 	$0.43	 	fully vested	 	
 	 	100,000	 	24-Oct-06	 	$0.27	 	fully vested	 	
 	
Wayne Lenton	 	20,000	 	29-May-06	 	$0.51	 	fully vested	 	
	 	20,000	 	06-Dec-06	 	$0.26	 	fully vested	 	
	 	50,000	 	22-Dec-03	 	$0.40	 	fully vested	 	
	 	10,000	 	30-Jan-05	 	$0.80	 	fully vested	 	
	 	100,000	 	24-Oct-06	 	$0.27	 	fully vested	 	
 	
Hugh Morris	 	30,000	 	29-May-06	 	$0.51	 	fully vested	 	

-10-

Name	Number
of Options	Expiry Date(1)	Option Price	Vesting	

	 	300,000	 	22-Dec-03	 	$0.40	 	fully vested	 	
	 	100,000	 	25-Feb-07	 	$0.70	 	fully vested	 	
 	
Dawn Moss	 	20,000	 	11-Apr-04	 	$0.50	 	fully vested	 	
	 	35,000	 	04-Feb-07	 	$0.71	 	fully vested	 	
	 	50,000	 	14-Jan-08	 	$1.96	 	fully vested	 	
 	
Earl Price	 	75,000	 	04-Mar-07	 	$0.71	 	fully vested	 	
	 	150,000	 	04-Feb-07	 	$0.71	 	fully vested	 	
	 	100,000	 	11-Apr-04	 	$0.50	 	fully vested	 	
	 	30,000	 	30-Jul-06	 	$0.24	 	fully vested	 	
	 	110,000	 	14-Jan-08	 	$1.96	 	fully vested	 	
 	
Paul N. Wright	 	375,000	 	04-Feb-07	 	$0.71	 	fully vested	 	
	 	275,000	 	11-Apr-04	 	$0.50	 	fully vested	 	
	 	200,000	 	30-Aug-04	 	$0.65	 	fully vested	 	
	 	400,000	 	10-Feb-08	 	$2.13	 	fully vested	 	

	 	2,750,000	 		 		 		 	

(1)     Options shall expire at 4:30 p.m., Vancouver time, on the Expiry Date of the Options.

•	 	Interpretation	

•            Unless otherwise indicated, all defined terms shall have the respective meanings attributed thereto in the Plan of the Company as amended and/or restated from time to time.

APPENDIX A

OFFICERS & DIRECTORS INCENTIVE STOCK OPTION PLAN

OF ELDORADO GOLD COMPANY
(“the Company”)

OPTION AGREEMENT

        This Option Agreement is entered into between the Company and the Optionee named below pursuant to the Company’s Incentive Stock Option Plan (the “Plan”) a copy of which are attached hereto, and confirms the following:

1.	Grant Date:	                                                                                         	

2.	Optionee:	                                                                                         	

3.	Optionee’s Position with the Company:	                                                                                         	

4.	Number of Options:	                                                                                         	

5.	Option Price
($ per Share):	                                                                                         	

6.	Expiry Date of Option Period:	                                                                                         	

7.	Each Option that has vested entitles the Optionee to purchase one Share at any time up to 4:30 p.m. Vancouver time on the expiry date of the Option Period.	

8.	This Option Agreement is subject to the terms and conditions set out in the Plan, as amended or replaced from time to time. In the case of any inconsistency between this Option Agreement and the Plan, the Plan shall govern.	

9.	Unless otherwise indicated, all defined terms shall have the respective meanings attributed thereto in the Plan.	

10.	By signing this agreement, the Optionee acknowledges that he, she, or his or her authorized representative has read and understands the Plan.	

        IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the __________ day of ______________ , ______________.

 	ELDORADO GOLD CORPORATION	

                                                                       
Signature of Optionee	Per:                                                                          
          Authorized Signatory

Per:                                                                          
          Authorized Signatory	

EXHIBIT 5.1

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

Suite 2100
1075 Georgia Street West
Vancouver, British Columbia, Canada V6E 3G2

604 631 3131  Telephone
604 631 3232  Facsimile	www.fasken.com

July 14, 2003
File No.:  ELD00078
Eldorado Gold Corporation
Suite 920 — 1055 West Hastings StreetVancouver, British Columbia V6E 2E9
Dear Sirs/Mesdames:

Re:	 	Eldorado Gold Corporation (the "Company") - Common Shares Reserved for Issuance Pursuant to Options Governed by the Company's Officers and Directors Incentive Stock Option Plan dated as of April 30, 2003	

We have acted as counsel to Eldorado Gold Corporation (the “Company”), a corporation incorporated under the Canada Business Corporations Act (“CBCA”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), on a registration statement on Form S-8 (the “Registration Statement”) of an aggregate of 6,770,000 Common shares of the Company, without par value (the “Option Shares”), which are reserved for issuance pursuant to options granted or to be granted under or otherwise governed by Eldorado Gold Corporation’s Officers and Directors Stock Option Plan (the “Plan”). Of the 7,000,000 options governed by the Plan, 2,750,000 options granted were transferred from the Company’s Amended Incentive Stock Option Plan and 230,000 options have since been exercised. This opinion is being delivered at your request.
We have considered such questions of law and examined such statutes and regulations, corporate records, certificates and other documents, including certificates and other documents of public officials and officers of the Company, and have made such other examinations, searches and investigations as we have considered necessary, as the basis for the opinions hereinafter expressed. As to the various questions of fact relevant to this opinion, we have relied upon representations in certificates or other documents of or made by an officer or officers of the Company or of other companies or public official as the case may be.
For the purposes of our opinion, we have also assumed the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as photostatic, certified or facsimile copies (including commercial reproductions or documents obtained from the System for Electronic Document Analysis and Retrieval of the securities regulatory authorities in Canada), the authenticity and completeness of the originals of photostatic or facsimile copies and that all documents submitted to us as copies, certified or facsimile copies conform to authentic and complete original documents and that all facts set forth in official public records and certificates
* Fasken Martineau DuMoulin LLP is a limited liability partnership under the laws of Ontario.

Vancouver	Toronto	Montréal	Québec	New York	London	

	
Page 2
and other documents supplied by public officials or otherwise conveyed to us are complete and accurate.
In addition, we have assumed the legal capacity for all purposes relevant hereto of all natural persons signing any documents and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are legal, valid, binding and enforceable obligations of such parties.
The opinion herein is based on and limited to the laws of the Province of British Columbia and the laws of Canada applicable therein and is limited to the CBCA . This opinion is given to you as of the date hereof and we disclaim any obligation to advise you of any change after the date hereof on any matter set forth herein.
Based on and subject to the foregoing, as of the date hereof, we are of the opinion that any Option Shares that may be issued pursuant to the Plan have been duly authorized by the Company, and that the Option Shares when issued in accordance with the terms of the options granted under or otherwise governed by the Plan and upon receipt by the Company of full payment therefor, will be issued as fully paid and non-assessable shares.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
The foregoing opinion is being furnished to you solely for your benefit and may not be used or relied upon by any other person or for any other purpose, nor quoted from or referred to in any other document and copies may not be delivered to, any other person without our prior written consent.
Yours truly,
/s/ FASKEN MARTINEAU DuMOULIN LLP

EXHIBIT 23.1

[PRICEWATERHOUSECOOPERS LOGO]

	Pricewaterhouse Coopers LLP
Chartered Accountants
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 (604) 806-7000
Facsimile +1 (604) 806-7806	

CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Eldorado Gold Corporation (“the Company”), of our reports dated February 25, 2003 and February 15, 2002. These reports relate to the financial statements which appear in the annual report of the Company on Form 40-F for the year ended December 31, 2002 and in the Company’s Registration Statement on Form 40-F, filed on October 31, 2002, as amended on December 27, 2002.
(signed) PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, British Columbia
July 1, 2003

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.