UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
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): DECEMBER 21, 2001
GOLDEN STAR RESOURCES LTD.
 (Exact name of registrant as specified in its charter)

           CANADA                         1-12284                98-0101955
(State or other jurisdiction            (Commission            (IRS Employer
      of incorporation)                 File Number)         Identification No.)

      10579 BRADFORD ROAD, SUITE 103
      LITTLETON, COLORADO                                         80127-4247
      (Address of principal executive offices)                    (Zip Code)	

Registrant's telephone number, including area code: (303) 830-9000
NO CHANGE
 (Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS
On December 21, 2001, Golden Star Resources Ltd. (the "Company") announced that it intends to sell up to US$6.125 million of units, each unit consisting of one common share and one half of one common share purchase warrant, in a private offering to institutional and other accredited investors. The Company's press release announcing the proposed offering is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press release dated December 21, 2001.
2

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: December 21, 2001
GOLDEN STAR RESOURCES LTD.

By  /s/ Peter J. Bradford
  --------------------------------------
  Peter J. Bradford
  President	

3

EXHIBIT INDEX

EXHIBIT     DESCRIPTION
-------     -----------
99.1        Press release dated December 21, 2001.	

4

EXHIBIT 99.1
PRESS RELEASE
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES GOLDEN STAR RESOURCES LTD.
PRIVATE PLACEMENT TO RAISE UP TO $6.125 MILLION
(all currency amounts in United States dollars unless otherwise stated)
DENVER, COLORADO - DECEMBER 21, 2001
Golden Star Resources Ltd. ("Golden Star" or the "Company") is proposing to complete a private placement of up to 12.5 million Units at a price of $0.49 (equivalent to Cdn$0.77) per Unit for gross proceeds of up to $6.125 million). The price reflects a 20% discount on the closing price of the Company's stock on the Toronto Stock Exchange ("TSE") on December 18, 2001. The funds will be used to contribute to the Company's acquisition and development costs in Ghana. The Company will also pay cash commissions and fees to agents and consultants equal to 6% of the gross proceeds and will issue warrants to agents and consultants equal to 6% of the total common shares issued in the private placement.
Each Unit will be comprised of one common share and one-half warrant. Each whole warrant will entitle the holder the right for a period of two years to acquire on exercise one common share at a price of $0.70 (currently equivalent to Cdn$1.10). The closing of the transaction is anticipated to occur on or about December 27, 2001 and is subject to receiving conditional listing approval from the TSE.
The securities comprising the Units will not have been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
5