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SECURITIES AND EXCHANGE COMMISSION

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SCHEDULE 14D-9

(Amendment No. 4)

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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Goldcorp Inc.

Goldcorp Inc.

Common Stock
(Title of Class of Securities)

38095640
(CUSIP Number of Class of Securities)

R. Gregory Laing
Goldcorp Inc.
145 King Street West, Suite 2700
Toronto, Ontario M5H 1J8, Canada
(416) 865-0326
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

Copies to:

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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     This Amendment No. 4 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, as amended by Amendment No. 1 filed on January 26, 2005, Amendment No. 2 filed on January 28, 2005 and Amendment No. 3 filed on February 1, 2005 (as amended, the “Statement”), initially filed by Goldcorp Inc. (“Goldcorp” or the “Company”) with the Securities and Exchange Commission on January 21, 2005 relating to the exchange offer (the “Offer”) made by Glamis Gold Ltd. (“Glamis” or the “Offeror”) to exchange all of the issued and outstanding common shares of Goldcorp on the basis of 0.89 common shares of Glamis for each Goldcorp common share. In connection with the Offer, the Company’s board of directors prepared a directors’ circular (the “Directors’ Circular”) pursuant to applicable securities laws in Canada. The Directors’ Circular was filed as exhibit (a)(2)(A) to the initial Schedule 14D-9. Capitalized terms used herein and not defined herein have the respective meanings assigned to such terms in the Directors’ Circular.

Item 8. ADDITIONAL INFORMATION.

     Amendment No. 3 to the Company’s Schedule 14D-9 was inadvertently submitted to the Securities and Exchange Commission via the EDGAR system with incorrect Central Index Key (“CIK”) information for the subject company. Amendment No. 3 was filed with the CIK for Wheaton River Minerals Ltd., indicating that Wheaton is subject company of the Offer. Amendment No. 3 should indicate that Goldcorp Inc. is the subject company with respect to the Offer.

     Amendment No. 3 as filed via EDGAR also indicates that the Amendment was signed by “R. Gordon Laing” on behalf of the Company. Amendment No. 3 was, in fact, signed on behalf of the Company by R. Gregory Laing, the Company’s Vice President, Legal.

Item 9. EXHIBITS

     Item 9 is hereby amended and supplemented to include the following exhibits:

	(a)(2)(J)	Addition to Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005 (incorporated by reference to Goldcorp’s Amendment No. 7 to Schedule TO, filed on February 3, 2005)
	(a)(2)(K)	Transcript of interview originally aired on CNBC program, Squawk Box, on February 1, 2005 (incorporated by reference to Goldcorp’s Amendment No. 7 to Schedule TO, filed on February 3, 2005)
	(a)(2)(L)	Form of Newspaper Advertisement published in the February 3, 2005 editions of the Wall Street Journal, Globe and Mail, Montreal Gazette and Investor’s Business Daily (incorporated by reference to Goldcorp’s Amendment 7 to Schedule TO, filed February 3, 2005)

 

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	GOLDCORP INC.
	By:	/s/ R. Gregory Laing
		R. Gregory Laing
		Vice President, Legal

Date: February 3, 2005

 

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