Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Terrell Michael A
  2. Issuer Name and Ticker or Trading Symbol
GOLDEN STAR RESOURCES LTD [GSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
10901 WEST TOLLER DRIVE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2009
(Street)

LITTLETON, CO 80127-6312
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 05/12/2009   M   216,000 A $ 1.56 (4) 216,000 D (3)  
Common Shares 05/12/2009   S   216,000 D $ 1.88 (1) 0 D (3)  
Common Shares 05/12/2009   M   40,000 A $ 0.93 (6) 40,000 D (3)  
Common Shares 05/12/2009   S   40,000 D $ 1.89 (2) 0 D (3)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Share Options (Right to Buy) $ 1.56 (4) 05/12/2009   M     216,000 (5) 12/21/2005 09/21/2009 Common Shares 216,000 $ 0 160,000 D  
Common Share Options (Right to Buy) $ 0.93 (6) 05/12/2009   M     40,000 12/16/2008 12/16/2018 Common Shares 40,000 $ 0 120,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Terrell Michael A
10901 WEST TOLLER DRIVE
SUITE 300
LITTLETON, CO 80127-6312
  X      

Signatures

 Michael A. Terrell   05/13/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The price reported represents the weighted average sale price for sale transactions involving shares directly held by the reporting person, executed in a price range from $1.84 to $1.91. The reporting person will provide full information regarding the number of shares sold at each separate price to the Commission staff, the issuer or a security holder of the issuer upon request.
(2) The price reported represents the weighted average sale price for sale transactions involving shares directly held by the reporting person, executed in a price range from $1.88 to $1.89. The reporting person will provide full information regarding the number of shares sold at each separate price to the Commission staff, the issuer or a security holder of the issuer upon request.
(3) Reporting person also owns 2,062 Common Shares indirectly through the reporting persons spouse. The filing of this statement shall not be deemed as an admission that the reporting person is the beneficial owner of any securities not held directly by his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
(4) The exercise price is CDN$1.82; this is the USD$ equivalent on the date of exercise (CDN$1.00=USD$0.8565).
(5) Options issued pursuant to St. Jude Resources option plan.
(6) The exercise price is CDN$1.08; this is the USD$ equivalent on the date of exercise (CDN$1.00=USD$0.8565).

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