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<SEC-DOCUMENT>/in/edgar/work/0001031523-00-500005/0001031523-00-500005.txt : 20001123
<SEC-HEADER>0001031523-00-500005.hdr.sgml : 20001123
ACCESSION NUMBER:		0001031523-00-500005
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:		6
REFERENCES 429:			333-32216
FILED AS OF DATE:		20001122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNITED STATES ANTIMONY CORP
		CENTRAL INDEX KEY:			0000101538
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3330
]		IRS NUMBER:				810305822
		STATE OF INCORPORATION:			MT
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SB-2/A
			SEC ACT:		
			SEC FILE NUMBER:	333-45508
			FILM NUMBER:		775585
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		P O BOX 643
				CITY:			THOMPSON FALLS
				STATE:			MT
				ZIP:			59873
				BUSINESS PHONE:		4068273523
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		PO BOX 643
					CITY:			THOMPSON FALLS
					STATE:			MT
					ZIP:			59873-0643
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	AGAU MINES INC
						DATE OF NAME CHANGE:	19740728
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT TO REGISTRATION STATEMENT
<TEXT>




             As filed with the Securities and Exchange Commission
                               on ________, 2000

                                                   Registration No. 333-45508
=================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                      __________________________________


                                AMENDMENT NO. 1
                                      TO
                                   FORM SB-2
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                      __________________________________


                      UNITED STATES ANTIMONY CORPORATION
                (Name of small business issuer in its charter)


Montana                              3339                        81-0305822

(State or other                (Primary Standard                 (I.R.S.
jurisdiction of                   Industrial                     Employer
incorporation or          Classification Code Number)            Identifi-
organization)                                                    cation)


                                 P.O. Box 643
                           1250 Prospect Creek Road
                        Thompson Falls, Montana  59873
                           Telephone: (406) 827-3523
         (Address and telephone number of principal executive offices)

                      __________________________________


                               John C. Lawrence
                            President and Chairman
                      United States Antimony Corporation
                                 P.O. Box 643
                           1250 Prospect Creek Road
                        Thompson Falls, Montana  59873
                           Telephone (406) 827-3523
                         (Name, address, and telephone
                         number of agent for service)

                      __________________________________


Approximate date of proposed sale to the public:  From time to time
after the effective date of this Registration Statement.

                                     - i -
<PAGE>

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.  [  ] ___________________________________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [  ]
___________________________________

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [  ]
___________________________________

If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box.  [  ]

<TABLE>
<CAPTION>

<S>                     <C>            <C>           <C>           <C>

==============================================================================
                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                       Proposed      Proposed      Amount of
                                       Maximum       Maximum       Registration
Title of Each           Dollar         Offering      Aggregate     Fee
Class of Securities     Amount to be   Price Per     Offering
to be Registered(1)     Registered     Share(2)      Price(2)
- ------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    $1,680,525       $0.39       $1,680,525    $443.66
- ------------------------------------------------------------------------------

</TABLE>

        (1)     This Registration Statement relates to the
registration of Five Million Three Hundred Forty-Eight Thousand Six
Hundred Four (5,348,604) shares of $.01 par value common stock
which we are obligated to register on behalf of Selling
Shareholders.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Financial Condition
and Liquidity at June 30, 2000, "Selling Security Holders."

     (2)     This Registration Statement covers (i) 3,476,395
shares of common stock issuable upon conversion of debentures at
$0.29125 per share, which we are required to register pursuant to
a financing agreement with purchasers of our convertible
debentures; (ii) 1,394,230 shares issuable upon exercise of related
warrants at $0.39 per share; and (iii) 477,979 shares held by
former holders of Series C preferred stock.  Pursuant to Rule
457(c) and (g) under the Securities Act of 1933, the aggregate
offering price of the common shares underlying the debentures and
the warrants is computed on the basis of the debenture conversion
price and the warrant exercise price of $0.29125 and $0.39 per
share, respectively, and the aggregate offering price of the
remaining shares is computed based on $0.26 per share, the closing
price for the Company's common stock on the Over-the-Counter
Bulletin Board on November 13, 2000.


=================================================================

The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.

=================================================================

                                    - ii -
<PAGE>



                                  PROSPECTUS



                      UNITED STATES ANTIMONY CORPORATION
                             a Montana corporation
               5,384,604 Shares of $0.01 Par Value Common Stock



This Prospectus relates to 5,384,604 shares of our $0.01 par value
common stock ("Shares"), which may be offered for sale by certain
of our shareholders ("Selling Shareholders").  See "Selling
Security Holders".  There are two categories of Selling
Shareholders: First, the purchasers of the Company's 10%
convertible debentures and related warrants to purchase our common
stock ("Investors") may, following conversion of those debentures
and/or exercise of those warrants into shares of our common stock,
offer all or some portion of those Shares for sale from time to
time.  Second, former holders of our convertible Series C Preferred
Stock who converted their preferred stock in the shares of our
common stock ("Series C Holders") may offer to sell, pursuant to
this Prospectus, up to 20% of the shares of our common stock which
they acquired upon conversion of their Series C Preferred Stock.
The Company will receive no part of the proceeds from any sale of
the Shares by the Investors or the Series C Holders.

PROSPECTIVE PURCHASERS OF OUR COMMON STOCK SHOULD CAREFULLY REVIEW
THE "RISK FACTORS" SECTION OF THIS PROSPECTUS BEGINNING ON PAGE 4.

Our common stock is currently trading on the Over The Counter (OTC)
Bulletin Board Market under the trading symbol "UAMY".  The Shares
have not been registered for sale by the Investors or the Series C
Holders under the securities laws of any state as of the date of
this Prospectus.  Brokers or dealers effecting transactions in the
Shares should confirm the registration of those Shares under the
securities laws of the states in which transactions occur or the
existence of any exemption from registration.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.


                The date of this Prospectus is _________, 2000.

                                     - 1 -
<PAGE>

=================================================================

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                    <C>
Caption                                                                Page
- -------                                                                ----

SUMMARY OF THE OFFERING                                                3

RISK FACTORS                                                           4

CONDENSED CONSOLIDATED FINANCIAL INFORMATION                           7

USE OF PROCEEDS                                                        8

DETERMINATION OF OFFERING PRICE                                        8

DILUTION                                                               8

SELLING SECURITY HOLDERS                                               9

PLAN OF DISTRIBUTION                                                   10

DESCRIPTION OF SECURITIES                                              10

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS               12

DESCRIPTION OF BUSINESS                                                13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                    17

DESCRIPTION OF PROPERTY                                                22

DIRECTORS AND EXECUTIVE OFFICERS                                       23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT                                                             24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         25

EXECUTIVE COMPENSATION                                                 27

LEGAL PROCEEDINGS                                                      27

INTEREST OF NAMED EXPERTS AND COUNSEL                                  27

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT VIOLATIONS                                          28

WHERE YOU CAN FIND MORE INFORMATION                                    28

FINANCIAL STATEMENTS                                                   29

</TABLE>

=================================================================

                                     - 2 -
<PAGE>

                            SUMMARY OF THE OFFERING

The following summary of certain information contained in this
Prospectus is qualified in its entirety by reference to the more
detailed information appearing elsewhere in this Prospectus.
Prospective investors are urged to carefully read the entire
Prospectus, including the Financial Statements, before making an
investment decision.

The Company.  United States Antimony Corporation ("USAC", or
"Company") is a Montana corporation.  Its principal business is the
production of antimony products including antimony metal, antimony
oxides and sodium antimonate.  In the year ended December 31, 1999
and the six months ended June 30, 2000, antimony product sales
generated revenues of approximately $4.7 million and $2.4 million,
respectively.

The Company's antimony mining properties, mill and metallurgical
plant are located in Montana.  Mining of antimony was suspended in
1983 because antimony can be purchased more economically from
foreign sources.  The Company has acquired a 50% interest in United
States Antimony, Mexico S.A. de C.V. ("USAMSA"), which was
incorporated in Mexico in April 1998.  USAMSA intends to produce
antimony metal and other products to be delivered to the Company's
Montana mill for processing.  This Mexican company has not
commenced operations and is expected to remain in developmental
stages in the foreseeable future.

Previous gold mining and milling operations have been suspended or
abandoned due to depressed precious metals prices.  Reclamation and
closure activities on the Company's gold mining properties, located
in Idaho, are nearing completion.

The complete mailing address and phone number of the Company's
principal executive offices are:

                      United States Antimony Corporation
                                 P.O. Box 643
                           1250 Prospect Creek Road
                        Thompson Falls, Montana  59873
                           Telephone (406) 827-3523

The Debentures.  Effective July 11, 2000, the Company entered into
a financing agreement to issue up to $1,500,000 of 10% convertible
debentures ("Debentures").  The first tranche of $600,000 principal
amount of Debentures was issued effective July 11, 2000.  Proceeds
of those Debentures were applied to the settlement of certain
claims, resulting in an approximately $839,000 reduction of the
Company's stockholders' deficit and an  improvement in its cash
flow.  A second tranche of $75,000 principal amount of Debentures
was advanced to the Company on August 31, 2000.  Proceeds of these
Debentures were used to purchase raw materials.

The Debentures are convertible into our common stock at a price per
share equal to 75% of the average of the three lowest closing bid
prices per share of our common stock as reported by Bloomburg L.P.
in the 20 trading days immediately preceding the closing date of
the Debenture sale or the conversion date, whichever is lower, but
in any event not greater than $0.90 per share.  The exercise price
of the related warrants is equal to the closing bid price as
reported by Bloomburg L.P. on the trading day immediately preceding
the July 11, 2000 effective date of the financing agreement, or
$0.39 per share.

The $675,000 Debentures issued to date are convertible into
2,317,597 shares of USAC's common stock at the initial conversion
price of $0.29125 per share.  (If the Company's stock price
declines below $0.29125 per share and the Debentures are converted,
the conversion price formula will result in a lower conversion
price and the Company will be required to issue a greater number of
Shares.)  In addition, the Company issued warrants to or on behalf
of the Debenture purchasers ("Investors") for an aggregate of
1,394,230 shares of USAC's common stock exercisable for $0.39 per
share.

Registration Rights.  Pursuant to a registration rights agreement
with the Debenture purchasers, the Company agreed to register (i)
the issuance of the Shares of common stock to be issued upon
conversion of the Debentures and upon exercise of the warrants, and
(ii) the resale of those Shares by the Investors.  For the $675,000
Debentures issued to date, the registration rights agreement
requires that the Company register 150% of the conversion shares
and 100% of the warrant shares, or a total of 4,870,625 Shares of
our common stock.  If the Company issues the

                                     - 3 -
<PAGE>

remaining $825,000 principal amount of Debentures, the Company will
be required by the registration rights agreement to register an
additional 4,777,773 shares of common stock (representing 150% of
the Shares issuable upon conversion of the additional Debentures
assuming a conversion price of $0.29125 per share plus 100% of the
shares issuable upon exercise of related warrants).

The Company is also obligated to register 477,979 shares of our
common stock held by former holders of Series C Preferred Stock
("Series C Holders") who converted that preferred stock into common
stock.



The Offering.

   Securities Offered - This Prospectus relates to 4,870,625 shares
of our authorized but unissued common stock representing 150% of
the shares issuable upon conversion of our outstanding convertible
debentures (assuming a conversion price of $.29125) and 100% of the
shares issuable upon exercise of the related warrants that are held
by the Investors and that may be sold from time to time by the
Investors.  In addition, this Prospectus also relates to 477,979
outstanding shares of our common stock that are held by former
holders of our Series C Preferred Stock who converted their
preferred stock into common stock.



Dividends - We have not paid any cash dividends on our common
stock  during the last fiscal year.  Payment of dividends is at the
sole discretion of our Board of Directors; and it is unlikely that
holders of our common stock will receive dividends during the next
fiscal year.

Voting Rights - Each holder of shares of our common stock is
entitled to one vote for each share on all matters (other than
election of directors) on which our shareholders are entitled to
vote.  Each holder of shares of our common stock is entitled to
cumulate votes in the election of directors.


Preferred Stock - The Company's capitalization includes three
series of preferred stock, each of which has certain cumulative
dividend and liquidation preferences over the common stock.  As of
June 30, 2000, the liquidation preferences of the preferred stock
aggregated approximately $1,020,000.  The holder of our preferred
stock have certain voting rights.  See "Description of Securities".


                                 RISK FACTORS

A purchase of our common stock involves risks.  You should consider
these risks before making a decision to purchase our common stock.
Prospective purchasers of our common stock must be prepared for the
possible loss of their entire investments.  The order in which the
following risk factors are presented is arbitrary; and you should
not conclude, because of the order of presentation, that one risk
factor is more significant than another risk factor.

Risks Related to Our Business.

Operating losses and accumulated deficit raise going concern
doubts.  As reported by our auditors, DeCoria, Maichel & Teague
P.S, in their December 31, 1999 financial statements, our recent
history of operating losses, negative working capital, and
stockholders' deficit raises substantial doubt about our ability to
continue as a going concern.  At June 30, 2000 we had a
stockholders' deficit of $1,343,733 and negative working capital of
$1,745,511.



   We are delinquent or in arrears on significant current
liabilities.  We are delinquent on the payment of several current
liabilities including payroll and property taxes, accounts payable,
judgments payable and accrued interest payable.  While we have made
payment arrangements with many of our creditors, there exists the
risk that these creditors individually or collectively could demand
immediate payment and jeopardize the Company's ability to fund
operations.  Some of the Company's creditors are taxing and
regulatory authorities that have the power to seize the Company's
assets for payment of amounts past due.

                                     - 4 -
<PAGE>

A major portion of our bank debt consists of variable-rate
short-term obligations, which subjects us to interest rate and
refinancing risks.  We currently obtain working capital through a
factoring arrangement secured by accounts receivable and other
collateral and through a line-of-credit and other short-term loans
secured by plant, property and equipment.  We also have long-term
fixed-rate indebtedness to our bank, secured by plant property and
equipment.  These obligations are personally guaranteed by the
Company's President, John C. Lawrence.  The annual debt service for
our bank borrowings is approximately $147,000 at June 30, 2000.

Our working capital line-of-credit and short-term loans are
variable-rate, short-term obligations, which expose us to interest
rate and refinancing risks.  Changes in interest rates could
adversely affect our results of operations; and there is no
assurance that we will be able to refinance our debt when it
matures.

Death or disability of John C. Lawrence could adversely affect the
management of our business and could result in acceleration of
guaranteed indebtedness.  Mr. Lawrence is the Company's principal
executive officer and is directly involved, on a day-to-day basis,
in our marketing, production, research and development, and
environmental reclamation activities.  His death or incapacity
could adversely affect our operations and future prospects.  In
addition, Mr. Lawrence personally guarantees our long-term bank
debt and short-term lines-of-credit; and the death or incapacity of
the guarantor of that debt constitutes an event of default, which
would entitle the lender to accelerate maturity of the debt.

We are dependent on foreign sources for raw materials; and there
are risks of interruption in procurement from these sources and/or
volatile changes in world market prices for these materials that
are not controllable by the Company.   We obtain antimony metal,
the raw material for our antimony products, primarily (75%) from
China.  Changes in antimony metal export policy by the Chinese
government could impair availability of antimony metal and/or could
increase antimony metal prices, which could result in curtailed
production, decreased profits, operating result fluctuations or
breach of contractual obligations to provide antimony products to
our customers.  Our principal supplier of Chinese antimony metal
has recently been unwilling to supply antimony metal at contract
prices which are lower than rapidly rising world prices; and the
supplier has indicated it may be unable to meet contractual volume
commitments to supply antimony at any price.  The Company has
agreed to pay higher prices to assure a continued supply of metal
which, absent agreement of our principal customers to accept
corresponding price increases for the Company's antimony products,
could adversely affect sales and gross margins.

Capital to meet our future needs may be unavailable on acceptable
terms.  We anticipate that we will require additional cash to
reduce dependence on foreign sources of antimony by developing
additional metal supplies (including development and expansion of
USAMSA's operations) and to expand our product lines to include
industrial minerals.  Such additional cash may be received from
public or private financing transactions, as well as borrowing and
other resources.  To the extent that additional cash is received by
the sale of equity or equity-related securities, the issuance of
such securities could result in dilution to our stockholders.
Further, additional funding may not be available on favorable
terms, if at all.


   Any product recall or product return could materially adversely
affect our customer relations, sales or profitability.  Our
antimony products are typically manufactured to meet individual
customer specifications, including maximum tolerance levels for
impurities, whiteness, color index, packaging requirements and bar
coding.  Failure to meet those specifications may result in product
returns or recalls.  Product recalls or returns may occur due to
disputed labeling claims, manufacturing issues, quality defects or
other reasons.

Uninsured loss, acts of God could impair our plant, property and
equipment.  Our Thompson Falls, Montana processing facility is not
insured against fire or catastrophic loss.  In the event of a major
earthquake, for example, our production plant could be rendered
inoperable for protracted periods of time, which would adversely
affect our financial condition.  Should such an uninsured loss
occur, we could lose significant revenues and financial
opportunities in amounts which would not be compensated by
insurance proceeds.

We face aggressive competition in the antimony products industry.
Some of our competitors have substantially more financial
resources, marketing and development capabilities than we do.

Compliance with government regulations may be costly.  We are
subject to various forms of government regulations, including
environmental, occupational health and safety, and mine safety laws
and regulations.  The

                                     - 5 -
<PAGE>


Company has expended substantial resources and cash to comply with
environmental reclamation requirements imposed by federal and state
regulators.  Our cash flow and profitability may be materially
adversely affected by current or future laws, rules, regulations,
and policies or by liabilities arising out of any of our past or
future conduct.

Risks Related to Environmental Matters

Our current and former operations expose us to risks of
environmental liabilities.  Our research, development,
manufacturing and production processes may involve the controlled
use of hazardous materials, and we may be subject to various
environmental and occupational safety laws and regulations
governing the use, manufacture, storage, handling, and disposal of
such materials and certain waste products.  The risk of accidental
contamination or injury from hazardous materials cannot be
completely eliminated.  In the event of such an accident, we could
be held liable for any damages that result and any such liability
could exceed our financial resources.  We also have three ongoing
environmental reclamation and remediation projects, one at our
current production facility in Montana and two at discontinued
mining operations in Idaho.  Adequate financial resources may not
be available to ultimately finish the reclamation activities if
changes in environmental laws and regulations occur; and these
changes could materially and adversely affect our cash flow and
profitability.  We do not have environmental liability insurance
now; and we do not expect to be able to obtain such insurance at a
reasonable cost.  If we incur liability for environmental damages
while we are uninsured, it could have a material adverse effect on
the Company and its financial condition.

Risks Related to the Securities Markets and Ownership of Our Common
Stock

There is currently a limited public market for our common stock;
and the purchase of Shares should be considered only a long-term
investment.  The prices of our common stock are quoted in the OTC
Bulletin Board, an electronic quotation service maintained by the
National Quotation Bureau for the National Association of
Securities Dealers, Inc. for securities not traded on a national,
regional or other securities exchange, under the symbol "UAMY."
The OTC Bulletin Board does not provide the level of liquidity
provided by securities exchanges and the public market may not
develop for our shares.  In the event a significant market for our
common stock develops, the market price for our common stock may be
affected by stock market volatility, including volatility not
necessarily related to operating performance which characterizes
small and emerging companies.  Consequently, the purchase of Shares
should be considered only a long-term investment.



   Penny stock regulations include disclosure requirements which
may have the effect of reducing the trading activity in the
secondary market for our common stock.  The SEC has adopted rules
that regulate broker-dealer practices in connection with
transactions in "penny stocks."  Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is
provided by the exchange or system).  The penny stock rules require
a broker-dealer, prior to a transaction in penny stock not
otherwise exempt from those rules, to deliver a standardized risk
disclosure document prepared by the SEC, which specifies
information about penny stocks and the nature and significance of
risks of the penny stock market.  The broker-dealer also must
provide the customer with bid and other quotations for the penny
stock, the compensation of the broker-dealer and its salesperson on
the transaction, and monthly account statements specifying the
market value of each penny stock held in the customer account.  In
addition, the penny stock rules require that, prior to a
transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to that transaction.  Our
common stock is subject to the penny stock rules, and purchasers of
shares may determine that it is quite difficult to sell their
shares.

Equity investment in our Shares is subordinate to debt financing.
Our corporate charter and bylaws do not contain any limitation on
the amount of indebtedness, funded or otherwise, we might incur.
Accordingly, we could become more highly leveraged, resulting in an
increase in debt service that could adversely affect our ability to
pay dividends to our stockholders and result in an increased risk
of default on our obligations.  We are also subject to other risks
normally associated with debt financing.  We expect to use
indebtedness and leveraging to finance operations and future
development of the Company.

                                     - 6 -
<PAGE>


Outstanding Convertible Debentures and Warrants, if Fully Converted
or Exercised, Would Substantially Dilute Our Outstanding Common
Stock.  The Company recently issued convertible debentures and
warrants which, if fully converted (at the initial conversion
price) or exercised, could result in issuance of shares of common
stock representing (as of August 3, 2000) 16.4% of the outstanding
shares.

Our share price may decline because of the ability of the Selling
Shareholders to sell Shares of our common stock.  Sales of
substantial amounts of our common stock by the Selling
Shareholders, or the possibility of such sales, could adversely
affect the prevailing market price of our common stock and impede
our ability to raise capital through the issuance of equity
securities.  Subject to applicable federal and state securities
laws, after converting their Debentures and/or exercising their
warrants to purchase Shares of our common stock, the Investors may
sell any and all of those Shares.  Sale of some or all of this
block of common stock by the Investors could depress the market
price of our stock.

Unexpected fluctuations in our quarterly operating results may
cause our stock price to decline.  A large proportion of our costs,
including our selling, general and administrative expenses,
environmental reclamation costs, research and development costs,
and production costs, do not vary directly in relation to sales.
Thus, declines in revenue, even if small, could disproportionately
affect our quarterly operating results, could cause such results to
differ materially from expectations and could cause our stock price
to decline.

We do not anticipate paying dividends on our common stock in the
foreseeable future.  Rather, we plan to retain earnings, if any,
for the operation and expansion of business.



   Loss on Dissolution of the Company.  In the event of our
dissolution, the proceeds (if any) realized from the liquidation of
our assets will be distributed to our shareholders only after
satisfaction of claims of our creditors and preferred shareholders.
The ability of a purchaser of Shares to recover all or any portion
of the purchase price for the Shares in that event will depend on
the amount of funds realized and the claims to be satisfied
therefrom.


                 CONDENSED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                Balance Sheets

<S>                     <C>            <C>           <C>           <C>

                        (Unaudited)    (Unaudited)
                        June 30,       March 31,     December       December
                        2000           2000          31, 1999       31, 1998
                        ----------     ----------    ----------    ----------

Current Assets          $  292,128     $  353,791    $  337,031     $  365,619
Noncurrent Assets          693,300       607,640        631,491        694,378
                        ----------     ----------    ----------    ----------

Total Assets            $  985,528     $  961,431    $  968,522     $1,059,997
                        ==========     ==========    ==========     ==========

Current liabilities     $2,037,639     $1,442,268    $  968,522     $1,817,317
Noncurrent liabilities     291,622      1,640,218     1,476,675      1,951,773
                        ----------     ----------    ----------    ----------

Total stockholders'
deficit                 (1,343,733)    (2,121,055)   (2,183,195)   (2,709,093)
                        ----------     ----------    ----------    ----------
Total liabilities
and Stockholders'
equity                  $  985,528     $  961,431    $  968,522    $1,059,997
                        ==========     ==========    ==========    ==========

                                     - 7 -
<PAGE>


                            Statement of Operations

                        (Unaudited)    (Unaudited)
                        June 30,       March 31,     December       December
                        2000           2000          31, 1999       31, 1998
                        ----------     ----------    ----------    ----------
Sales                   $2,363,463     $1,173,050    $4,710,278    $3,142,776
                        ----------     ----------    ----------    ----------
Gross profit               275,443       198,820        380,977       394,896
                        ----------     ----------    ----------    ----------

Operating expenses         541,452       315,710        601,299       670,276
Other expenses             125,880        38,970         87,355       193,047
                        ----------     ----------    ----------    ----------
Operating loss            (391,889)      (155,860)     (307,677)     (468,427)
                        ----------     ----------    ----------    ----------

Extraordinary item         917,726             0        611,692             0
                        ----------     ----------    ----------    ----------

Net income (loss)       $  525,837     $ (155,860)   $  304,015    $ (468,427)
                        ==========     ==========    ==========     ==========

</TABLE>

                                USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Shares
of our common stock offered by the Selling Shareholders.  The
proceeds of sale of the Debentures were used to discharge
indebtedness in the approximate amount of $1,500,000 and to
purchase raw materials.  See "Management Discussion and Analysis -
Financial Condition and Liquidity at June 30, 2000".


                        DETERMINATION OF OFFERING PRICE

The Shares issued upon conversion of Debentures will be issued at
the conversion price which is the lower of $0.29125 per share or
75% of the average of the three lowest closing bid prices per share
of the common stock as reported by Bloomburg L.P. in the 20 trading
days preceding the conversion date.  Shares will also be issued
upon exercise of related warrants at $0.39 per share.  The
conversion price and warrant exercise price were determined in
arms-length negotiations between the Company and the purchaser of
its Debentures.

Upon resale of the Shares by the Investors on the Series C Holders,
the price per Share will be the market price established on the
OTCBB.


                                   DILUTION

At the close of business on August 3, 2000, there were 17,860,384
outstanding shares of our $0.01 par value common stock.  The number
of outstanding shares of common stock:

      (i)   includes 35,132 shares which holders of Series C
preferred stock were entitled to receive upon conversion of their
preferred stock into common stock.  These shares were not issued at
the time of conversion because the Company's calculation of the
number of conversion shares inadvertently omitted to account for
the impact of certain antidilution provisions of the Series C
preferred stock, which were triggered by the Company's issuance of
common stock for less than the Series C conversion price.  These
35,132 shares are being issued to the pertinent stockholders
retroactively to the date of conversion of their Series C preferred
stock.

      (ii)  excludes approximately 67,000 shares of common stock
representing an unreconciled discrepancy between the Company's
stock ledger and the transfer agent's records.

Pursuant to a Registration Rights Agreement with the purchasers of
our outstanding convertible debentures, we are required to register
5,384,604 Shares of our common stock, including up to 4,870,625
Shares that we will issue upon conversion of the Debentures and/or
exercise of related warrants which are currently issued and
outstanding and held by the Investors.  We are also registering
477,979 Shares held by the Series C Holders.

                                     - 8 -
<PAGE>


The following table sets forth the net tangible book value per
share at June 30, 2000, and the net tangible book value per share
assuming that all 2,317,597 Shares were issued at June 30, 2000
upon conversion of Debentures at $0.29125 per share and 1,394,230
Shares were issued upon exercise of the related warrants at $0.39
per Share.  Net tangible book value per share as of June 30, 2000
is calculated by dividing total tangible assets less total
liabilities, or ($1,343,733), by the number of shares outstanding,
17,725,252.

After giving effect to the issuance of 2,317,597 Shares upon
conversion of Debentures and 1,394,230 Shares upon exercise of the
related warrants, and after deducting offering expenses estimated
to be $35,000, our pro forma net tangible book value will increase
to $(159,983), or $(0.007) per share, representing an immediate
increase in pro forma net tangible book value of $0.069 per share
for existing shareholders.

<TABLE>
<CAPTION>
<S>                                            <C>

Net tangible book value at June 30, 2000       $(0.076) per share

Net tangible book value after giving effect
to issuance of 2,317,597 Shares at
$0.29125 per Share and 1,394,230 Shares
at $0.39 per Share                             $(0.007) per share

Per share dilution to Investors                $(0.3353) per share

Percent dilution to Investors                  (102)%
</TABLE>

                           SELLING SECURITY HOLDERS

In a transaction described in detail in "Management's Discussion
and Analysis of Financial Condition and Results of Operations --
Financial Condition and Liquidity at June 30, 2000", Thomson
Kernaghan & Co., Ltd., a Canadian investment banker acting for
itself and as agent for other possible participants (collectively,
"Investors"), purchased $600,000 in aggregate principal amount of
the Company's 10% convertible Debentures and related warrants to
purchase Company's common stock.  Thomson Kernaghan subsequently
purchased an additional $75,000 principal amount of Debentures in
August 2000.  As of the date of this Prospectus, Thomson Kernaghan
has not advised the Company of any persons other than Thomson
Kernaghan who have an interest in the Debentures.  To the Company's
knowledge, Thomson Kernaghan is the only Investor in our Debentures
and the related warrants.  Upon conversion of the Debentures and/or
exercise of those warrants into common stock, the Investors may
offer all or some portion of those Shares of our common stock for
sale from time to time.  The Shares which may be offered for sale
by the Investors constitute all of the shares of common stock known
to the Company to be beneficially owned by the Investors, other
than 150,000 registered shares of common stock issued to Thomson
Kernaghan & Co. Ltd. in payment of consulting fees under the
Company's Key Employees 2000 Stock Plan.  Thomson Kernaghan is not
an affiliate of the Company; and none of its officers or directors
is also an officer or director of the Company.

Pursuant to the agreement by which Thomson Kernaghan acquired the
Debentures and warrants to purchase common stock, we agreed to
prepare and file a registration statement for the issuance of our
common stock upon conversion of the Debentures and/or exercise of
the related warrants and for the resale of those Shares by the
Investors.  We also agreed to pay all expenses, other than
underwriting discounts and commissions and other fees and expenses
of investment bankers and other than brokerage commissions, in
connection with the registration and sale of the Shares of common
stock which may be offered for sale by the Investors following
their acquisition of those Shares upon conversion of the Debentures
and/or exercise of the related warrants.

If all outstanding Debentures were converted to common stock at the
initial conversion price of $0.29125 per share and all of the
outstanding related warrants were exercised, the Investors would
own, and would be able to sell pursuant to this Prospectus,
3,711,827 shares of common stock representing, on a full dilution
basis, 16.4% of the then outstanding shares of common stock of the
Company.

In addition, the holders of common stock acquired upon conversion
of the Company's Series C Preferred Stock ("Series C Holders") are
entitled, pursuant to the Company's articles of incorporation, to
"piggyback" registration of twenty percent (20%) of the common
stock of the Company issued upon conversion of their Series C
shares.

                                     - 9 -
<PAGE>



These "piggyback" registration rights are triggered by the
Company's filing of a registration statement with the U.S.
Securities and Exchange Commission as required by the Registration
Rights Agreement with Thomson Kernaghan & Co. Ltd.

The Investors and the Series C Holders are collectively referenced
in this Prospectus as "Selling Shareholders".


                             PLAN OF DISTRIBUTION

The Selling Shareholders may, from time to time, sell all or a
portion of the Shares in the OTC Bulletin Board market, or on any
national securities exchange on which our common stock may become
listed or traded.  The Shares will not be sold in an underwritten
public offering, but may be sold directly or through brokers or
dealers.

We have filed a Registration Statement, of which this Prospectus
forms a part, with the U.S. Securities and Exchange Commission for
the issuance of the Shares to the Investors upon conversion of the
Debentures and/or exercise of the related warrants, for the
subsequent sale of the Investors' Shares of our common stock, and
for the sale of a portion of the common stock acquired by the
former Series C Holders upon conversion of their preferred stock
into common stock.  We will pay all of the expenses incident to the
registration and issuance of the Investors' Shares and the
registration of the Series C Holders' Shares.

All of the 5,384,604 Shares of common stock which may be sold by
the Selling Shareholders pursuant to this Prospectus will be freely
tradable without restriction under the Securities Act, except for
any shares that may be acquired by an affiliate of the Company, as
that term is defined in Rule 144 under the Securities Act.  Persons
who may be deemed to be affiliates generally include individuals or
entities that control, are controlled by, or are under common
control with the Company, and may include our directors or officers
as well as our significant stockholders, if any.  Persons who are
affiliates will be permitted to sell the Shares of our common stock
that are acquired pursuant to this Prospectus only through
registration under the Securities Act, or under an exemption from
registration, such as the one provided by Rule 144.


The Shares may be sold in a block trade in which the broker or
dealer will attempt to sell the common stock as agent but may buy
and resell a portion of the block as principal to facilitate the
transaction.  A broker or dealer may buy the Shares as principal
and resell them or keep them for its own account.  The Shares may
also be sold in ordinary brokerage transactions and transactions in
which the broker solicits purchasers, or in privately negotiated
transactions.  Brokers and dealers engaged in the sale of Shares
may receive commissions or discounts from the Investors or the
purchaser of the Shares.

Broker-dealers may agree to sell a specified number of Shares at a
stipulated price per share, and to purchase any unsold Shares at
the price required to fulfill the broker-dealer commitment to the
Investors.  Broker-dealers who acquire Shares as principal may
thereafter resell the Shares from time to time in crosses and block
transactions and sales to and through other broker-dealers.

The Selling Shareholders may enter into hedging transactions with
broker-dealers, who may engage in short sales of our common stock.
The Selling Shareholders may also sell our common stock and
redeliver to close out their short positions.  The Selling
Shareholders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of
its common stock.  The Selling Shareholders may also lend or pledge
our common stock to a broker-dealer and, upon default, sell those
Shares.  In addition to the foregoing, the Selling Shareholders
may, from time to time, enter into other types of hedging
transactions.



                           DESCRIPTION OF SECURITIES

   Common Stock.  We are authorized to issue 30,000,000 shares of
common stock, $0.01 par value, each share of common stock having
equal rights and preferences, including voting privileges.  There
were 17,860,384 shares of common stock outstanding at the close of
business on August 3, 2000.  In addition, 2,441,663 shares of
common stock were reserved for issuance upon exercise of
outstanding warrants to purchase our common stock; and 2,317,587
shares were reserved for issuance upon conversion of debentures at
$0.29125 per share.

                                    - 10 -
<PAGE>

The shares of our common stock constitute equity interests in the
Company entitling each shareholder to a pro rata share of cash
distributions made to common shareholders, including dividend
payments.  We had significant losses in our last fiscal year.
Therefore, it is unlikely that we will pay dividends on our common
stock in the next year.  We currently intend to retain our future
earnings, if any, for use in our business.  Any dividends declared
in the future will be at the discretion of our Board of Directors
and subject to any restrictions that may be imposed by our lenders.

The holders of our common stock are entitled to one vote for each
share of record.  Shareholders are entitled to vote cumulatively
with respect to the election of directors of the Company.
Directors are elected by a plurality of the votes cast by the
voting stock entitled to vote at a meeting if a quorum is present.
With respect to matters other than the election of directors, a
matter is approved by the affirmative vote of the majority of the
votes cast at a meeting at which a quorum is present.  In the event
of liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of our
liabilities and after provision has been made for each class of
stock having preference in relation to our common  stock.  Holders
of our common stock have no conversion, preemptive or other
subscription rights; and there are no redemption provisions
applicable to our common stock.  All of the  outstanding shares of
our common stock are duly authorized, validly issued, fully paid
and non-assessable.

Preferred Stock.  The Company's Articles of Incorporation authorize
10,000,000 shares of $.01 par value preferred stock. Subject to
amounts of outstanding preferred stock, additional shares of
preferred stock can be issued with such rights and preferences,
including voting rights, as the Board of Directors shall determine.

During 1986, Series A preferred stock was established by the Board
of Directors. These shares are nonconvertible, nonredeemable and
entitled to a $1.00 per share per year cumulative dividend. Series
A preferred stockholders have a total liquidation preference equal
to $45,000 plus dividends in arrears. At December 31, 1999,
cumulative dividends in arrears amounted to $60,750, or $13.50 per
share.  The aggregate Series A liquidation preference was $108,000
at June 30, 2000.  In addition, the holders of Series A preferred
stock are entitled to one vote for each share of record.

During 1993, Series B preferred stock was established by the Board
of Directors; and 1,666,667 shares were issued in connection with
the final settlement of litigation related to the nonpayment of
royalties under a sublease contract. The Series B preferred stock
has preference over the Company's common stock and Series A
preferred stock and is entitled to cumulative dividends of $.01 per
share per year payable when and if declared by the Company's Board
of Directors.  No dividends have been declared or paid with respect
to the Series B preferred stock. In the event of dissolution or
liquidation of the Company, the preferential amount payable to
Series B restricted preferred stockholders, subject to the
preference in favor of the holders of the Series A preferred stock,
is $1.00 per share plus accumulated dividends.  In 1995, 916,667
shares of Series B preferred stock were surrendered to the Company
in connection with the settlement of litigation against Bobby C.
Hamilton. At December 31, 1999, cumulative dividends in arrears
were $45,000, or $0.06 per share, with 750,000 shares currently
outstanding.  The aggregate Series B liquidation preference at June
30, 2000 was $798,750.  Holders of Series B preferred stock have no
voting rights except as required by the Montana Business
Corporation Act or during any period of time in which the Company
is in default in payment of dividends after declaration of
dividends on the Series B preferred stock.

During 1997, the Company issued 2,560,757 shares of Series C
preferred stock in connection with the conversion of debentures and
other debts owed by the Company. The rights, preferences,
privileges and limitations of the Series C preferred shares are set
forth below:



      Optional Conversion.  A holder of Series C preferred shares
had the right to convert the Series C shares, at the option of the
holder, at any time within 18 months following issuance, into
shares of common stock at the ratio of 1:1, subject to adjustment
as provided below.  The 18 month conversion period has expired.

      Voting Rights.  The holders of Series C preferred shares shall
have the right to that number of votes equal to the number of
shares of common stock issuable upon conversion of such Series C
preferred shares.

      Liquidation Preference.  In the event of any liquidation or
winding up of the Company, the holders of Series C preferred shares
shall be entitled to receive as a preference over the holders of
common stock an

                                    - 11 -
<PAGE>

amount per share equal to $0.55, subject to the preferences of the
holders of the Company's outstanding Series A and Series B
preferred stock.  At June 30, 2000, the aggregate Series C
liquidation preference was $113,297.

      Registration Rights.  Twenty percent (20%) of the underlying
common stock issuable upon conversion of the Series C preferred
shares shall be entitled to "piggyback" registration rights when,
and if, the Company files a registration statement for its
securities or the securities of any other stockholder.

      Redemption.  The Series C preferred shares are not redeemable
by the Company.

      Antidilution Provisions.  The conversion price of the Series
C shares shall be subject to adjustments to prevent dilution in the
event that the Company issues additional shares at a purchase price
less than the applicable conversion price (other than shares issued
to employees, consultants and directors pursuant to plans and
arrangements approved by the Board of Directors, and securities
issued to lending or leasing institutions approved by the Board of
Directors).  In such event, the conversion price shall be adjusted
according to a weighted-average formula, provided that a holder of
Series C shares purchases his pro rata share of the securities
being sold in the dilutive financing.  The initial conversion price
for the Series C shares was $0.55 and was subsequently adjusted to
$0.5419 in accordance with the antidilution provisions.


      Protective Provisions.  The consent of a majority interest of
the holders of Series C preferred shares shall be required for any
action which (i) alters or changes the rights, preferences or
privileges of the Series C shares materially and adversely; or (ii)
creates any new class of shares having preference over or being on
a parity with the Series C shares.

During 1999, holders of 2,354,761 shares of Series C shares
converted their shares into 2,389,893 shares of common stock of
Company (including 35,132 shares issued in 2000 to account for
antidilution rights to which the Series C Holders were entitled
when they converted--see Dilution).  At December 31, 1999 and at
June 30, 2000, 205,996 shares of Series C preferred stock remained
outstanding.


           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The following table sets forth the range of high and low bid prices
as reported by the OTC Bulletin Board ("OTCBB") for the periods
indicated.  The quotations reflect inter-dealer prices without
retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions. Currently, the stock is traded on
the OTCBB under the symbol "UAMY."

<TABLE>
<CAPTION>
                  <S>                    <C>               <C>

                  2000                   High              Low
                  ----                   ----              ---

                  First Quarter          $0.95             $0.22
                  Second Quarter         $0.88             $0.20
                  Third Quarter          $0.78             $0.32

                  1999                   High              Low
                  ----                   ----              ---

                  First Quarter          $0.16             $0.20
                  Second Quarter          0.17              0.17
                  Third Quarter           0.31              0.38
                  Fourth Quarter          0.16              0.16

                  1998                   High              Low
                  ----                   ----              ---

                  First Quarter          $0.20             $0.16
                  Second Quarter          0.28              0.16
                  Third Quarter           0.37              0.16
                  Fourth Quarter          0.28              0.13

</TABLE>

The approximate number of record holders of the Registrant's common
stock at December 31, 1999 is 2,700.

                                    - 12 -
<PAGE>


No dividends have been paid or declared by the Registrant during
the last five years.


                            DESCRIPTION OF BUSINESS

General.  Section 21E of the Securities Exchange Act of 1934
provides a "safe harbor" for forward-looking statements.  Certain
information included herein contains statements regarding
management's expectations about future production and development
activities as well as other capital spending, financing sources and
effects of regulation.  Such forward-looking information involves
important risks and uncertainties that could significantly affect
anticipated results in the future and, accordingly, such results
may differ from those expressed in any forward-looking statements
made herein.  These risks and uncertainties include, but are not
limited to, those relating to the market price of metals,
production rates, production costs, availability of continued
financing, and the Company's ability to remain a going concern.
The Company cautions readers not to place undue reliance on any
forward-looking statements, and such statements speak only as of
the date made.

Summary.  AGAU Mines, Inc., predecessor of United States Antimony
Corporation, was incorporated in June 1968 as a Delaware
corporation to explore, develop and mine gold and silver
properties. United States Antimony Corporation ("USAC" or "the
Company") was incorporated in Montana in January 1970 to mine and
produce antimony products.  In June 1973, AGAU Mines, Inc. was
merged with and into USAC, with USAC the surviving corporation in
the merger.  In December 1983, the Company suspended its antimony
mining operations when it became possible to purchase antimony raw
materials more economically from foreign sources.  The principal
business of the Company has been the production of antimony
products and the mining and milling of gold.

The Company has been able to sustain its operations through gross
profit produced from its antimony operations, common stock sales,
and financing from banks and other sources.  There can be no
assurance, however, that the Company will be able to continue to
meet its obligations and continue in existence as a going concern
(see Note 1 to the Financial Statements).


Antimony Division.  The Company's antimony mining properties, mill
and metallurgical plant are located in the Burns Mining District of
Sanders County, Montana, approximately 15 miles west of Thompson
Falls. The Company holds 12 patented lode claims, some of which are
contiguous, and 2 patented mill sites.

Prior to 1984, the Company mined antimony ore underground by
driving drifts and using slushers in room and pillar type stopes.
Mining was suspended in December 1983, because antimony could be
purchased more economically from foreign sources.  The Company's
underground antimony mining operations may be reopened in the
future should raw material prices warrant doing so.  The Company
now purchases the majority of its raw antimony from China
(approximately 70%) and, to a lesser degree, Canada (approximately
15%).  Antimony metal from Chinese sources has been obtained
primarily through a broker, Fortune America Trading Ltd.
Significant increases in world antimony metal prices have
necessitated renegotiation of the Company's supply contract with
the broker in order to assure continued availability of metal,
resulting in higher raw material costs.  However, the increase in
world prices has enabled the Company to increase the prices of its
antimony products and to increase its gross profits.  In addition,
the Company is covering its customer supply contract requirements
by obtaining antimony metal from other foreign and domestic
sources, including Harvey Ferrer, Amalgamated Metals Corporation,
Sunshine Mining Company and Cominco.

The Company currently owns 50% of the common stock of United States
Antimony, Mexico S.A. de C.V. ("USAMSA"), which was formed in April
1998.  During 1998 and 1999, the Company invested capital and
surplus equipment from its Thompson Falls antimony operation in
USAMSA, which is being used for the construction of an antimony
processing plant in Mexico.  To date, two antimony processing
furnaces and a warehouse building have been built and limited
antimony processing has taken place.   USAMSA is pursuing the
assignment of mining concessions in the Mexican states of
Zacatecas, Coahuila, Sonora, Queretaro and Oaxaca.  USAMSA is
expected in future years to produce antimony metal and other
products, utilizing its processing facilities as processing
opportunities become available and as antimony prices dictate.
These products would then be sent to the Company's plant near
Thompson Falls, Montana for processing.

                                    - 13 -
<PAGE>

From refined antimony metal, the Company produces four antimony
oxide products of different particle size using proprietary furnace
technology, several grades of sodium antimonate using hydro
metallurgical techniques, and specialty antimony compounds.
Antimony oxide is a fine, white powder that is used primarily in
conjunction with a halogen to form a synergistic flame retardant
system for plastics, rubber, fiberglass, textile goods, paints,
coatings and paper.  Antimony oxide is also used as a color
fastener in paint, as a catalyst for production of polyester resins
for fibers and film, as a phosphorescent agent in fluorescent light
bulbs and as a stabilizer for fluid lubricants.  Sodium antimonate
is primarily used as a fining agent (degasser) for glass in cathode
ray tubes used in computer monitors and color television bulbs and
as a flame retardant.  The Company also sells antimony metal for
use in bearings, storage batteries and ordnance.

The Company's present share of the domestic market for antimony
oxide products is approximately 10% to 12%.  The Company has had
three principal domestic competitors.  One of those competitors,
which accounts for about 25% of domestic sales, has announced its
intention to exit the antimony oxide business.  The other two
domestic competitors have collectively accounted for about 25% of
domestic sales.  The balance of domestic sales are foreign imports
(primarily from Chinese and Belgian suppliers).

The Company employed two full time sales managers in 1999 and
implemented administrative systems needed to manage sales
accounting and shipping logistics.  In connection with these
efforts, the Company negotiated various commission-based sales
agreements with other chemical distribution companies, developed
its own web-site ("usantimony.com") and made substantial
improvements to its analytical and chemical research capabilities.
Since March 1998, the Company has employed a Chief Chemist who has
devoted approximately 30% of his working time to research and
development activities.  Accordingly, approximately $15,000 in
salary and benefits have been related to research and development
activities during the past two fiscal years.  Additionally, during
the past two fiscal years, the Company has invested approximately
$20,000 per year in lab equipment and facilities used in research
and development of new antimony products and applications.  (None
of the Company's research and development costs have been borne by
customers of the Company.)  These efforts have resulted in advances
in the Company's preparation, packaging and quality of its antimony
products.  The Company believes that its ability to meet customer
product specifications gives it a competitive advantage.  The
Company believes that it will be able to stay competitive in the
antimony business and generate increasing profits because of these
advances.

For the year ended December 31, 1999, the Company sold 5,517,443
pounds of antimony products generating approximately $4.7 million
in revenues.  During 1998, the Company, through its relationships
with HoltraChem, Inc. and BCS, sold 2,834,186 pounds of antimony
products, which generated approximately $3.1 million in revenues.
During 1998, 1999 and 2000 year-to-date, approximately 20% of the
Company's antimony sales were made to one customer.  However, the
Company has a stable and expanding customer base.  Loss of any one
customer could have short-term impact on the Company's revenues but
would not materially adversely affect the Company's long-term
prospects.


Gold Division.
- -------------

Yankee Fork Mining District.  Until 1989, the Company mined and
milled  and silver in the Yankee Fork Mining District in Custer
County, Idaho.  The metals were recovered by gravity and flotation
mill, and the concentrates were leached with cyanide to produce a
bullion product at the Preachers Cove mill, which is located on the
Yankee Fork of the Salmon River.  The Preachers Cove mill has been
dismantled and the site is undergoing environmental remediation
pursuant to an Idaho Department of Environmental Quality consent
decree.  See "Environmental Matters".  The Company owns two
patented lode mining claims in the Yankee Fork District, which are
now idle.

Yellow Jacket Mining District.  In 1990, the Company entered into
a mining venture agreement to mine and mill gold and silver ores at
the Yellow Jacket Mine located in the Yellow Jacket Mining District
of Lemhi County, Idaho, approximately 70  miles southwest of
Salmon, Idaho.  During the years from 1991 to 1996 the Company
mined, milled and sold gold bullion produced from the mine.  In
1996, production at the Yellow Jacket was suspended due to
recurring operating losses and declines in precious metal prices.
The Yellow Jacket property was put on a care and maintenance
status.  In 1999, the company abandoned its leasehold interests and
began environmental remediation activity at the Yellow Jacket (see
"Environmental Matters") and began reclamation of the Yellow Jacket
tailings ponds and pit area.
                                    - 14 -
<PAGE>

Environmental Matters.  The exploration, development and production
programs conducted in the United States are subject to local, state
and federal regulations regarding environmental protection.
Certain of the Company's production and mining activities are
conducted on public lands.  The Company believes that its current
discharge of waste materials from its processing facilities is in
material compliance with environmental regulations and health and
safety standards.  The USDA Forest Service extensively regulates
mining operations conducted in National Forests.  Department of
Interior regulations cover mining operations carried out on most
other public lands.  All operations by the Company involving the
exploration for or the production of minerals are subject to
existing laws and regulations relating to exploration procedures,
safety precautions, employee health and safety, air quality
standards, pollution of water sources, waste materials, odor,
noise, dust and other environmental protection requirements adopted
by federal, state and local governmental authorities.  The Company
may be required to prepare and present to such authorities data
pertaining to the effect or impact that any proposed exploration
for or production of minerals may have upon the environment.  Any
changes to the Company's reclamation and remediation plans which
may be required due to changes in federal regulations could have an
adverse effect on the Company's operations.

In 1994, the U.S. Forest Service, under the provisions of the
Comprehensive Environmental Response Liability Act of 1980,
designated the Company's cyanide leach plant at the Preachers Cove
mill, which is located six miles north of Sunbeam, Idaho on the
Yankee Fork of the Salmon River, as a contaminated site requiring
cleanup of cyanide solution.  In 1996, the Company signed a consent
decree related to the reclamation and remediation at the Preachers
Cove mill in Idaho as required by the Idaho Department of
Environmental Quality.  The Company has been reclaiming the
property; and, as of December 31, 1999, the cyanide solution
discharge was complete,  the  mill removed, and the cyanide leach
residue disposed of.  Only earth moving and monitoring activities
remain to complete the activities prescribed by the consent decree.
Upon completion of reclamation activities at the Preachers Cove
mill site pursuant to the consent decree, the site will be closed
and the U.S. Forest Service will terminate the consent decree.  The
Company anticipates substantial completion of reclamation sometime
in 2000.

The Company has environmental remediation obligations at its
antimony processing site near Thompson Falls, Montana ("the
Stibnite Hill Mine Site").  Under the regulatory jurisdiction of
the U.S. Forest Service and subject to the operating permit
requirements of the Montana Department of Environmental Quality,
the Company has performed substantial environmental reclamation
activities during 1998 and 1999.  These activities included
installation of a PVC liner and a geotextile layer on two of the
tailings ponds and the removal of approximately 25,000 yards of
tailings material from a third pond.  In 1999, the Company charged
approximately $51,000 to antimony plant operations for
environmental activities relating to current operations and the
disposition of its accrued obligations.  The Company plans to line
a storm water pond and store a slag material pile in a lined
residue vault, thus fulfilling the majority of its environmental
responsibilities at the Stibnite Hill Mine site.

During the second quarter of 1999, the Company began final
reclamation and closure at the Yellow Jacket property.  During the
third and fourth quarters of 1999 the Company began disassembly of
the mill and mill buildings and removed tailings waste from the
tailings ponds.  The reclamation activity is being overseen by the
U.S. Forest Service and the Idaho Department of Environmental
Quality.  The Company expensed approximately $74,000 relating to
these activities at the Yellow Jacket Mine during 1999.
Reclamation work is commencing on the clean-up of non-cyanide
tailings material at the property; and the Company believes this
project will be substantially completed by the end of 2001.  In
2000, the U.S. Forest Service began releasing environmental bonding
funds to the Company that had been deposited for remediation of the
Yellow Jacket Mine.

Reclamation activities at the Yellow Jacket Mine and the Stibnite
Hill Mine Site have proceeded informally under supervision of the
U.S. Forest Service and state departments of environmental quality.
The Company has complied with regulators' requirements and does not
expect the imposition of substantial additional requirements.  A
risk of material loss may exist, however, if state and federal
regulators require the Company to perform additional remediation
activities as environmental laws change.

The Company has posted cash performance bonds with a bank and the
U.S. Forest Service in connection with its reclamation activities.
Upon completion of reclamation activities, the bonds will be
terminated and the applicable regulatory authorities may release up
to $171,816 (shown as "Restricted Cash" on the Company's June 30,
2000 balance sheets).

                                    - 15 -
<PAGE>

The Company believes it has accrued adequate reserves to fulfill
its environmental remediation responsibilities as of June 30, 2000.
The Company has made significant reclamation and remediation
progress on all its properties over the past three years and has
complied with regulatory agencies in its environmental remediation
efforts.  A risk of material loss may exist, however, if state and
federal regulators require the Registrant to perform additional
remediation activities as environmental laws change.  The change in
amounts accrued for environmental remediation activities in 1998,
1999 and as of September 30, 2000 is as follows:

<TABLE>
<CAPTION>
<S>                           <C>        <C>         <C>         <C>
                                         Thompson
                              Yankee     Falls       Yellow
                              Fork       Antimony    Jacket
                              Mill Site  Plant       Mine        Totals

Balance December 31, 1997     $171,500   $270,000    $115,044    $556,544
Less:  Reclamation work        (55,472)                           (55,472)
Adjustment of Accrued
  Remediation Costs                         2,200                   2,200

Balance December 31, 1998     $116,028   $272,200    $115,044    $503,272
Less:  Reclamation work                  (118,586)               (118,586)
Adjustment of Accrued
  Remediation Costs            (70,000)                           (70,000)

Balance December 31, 1999     $ 46,028   $153,614    $115,044    $314,686
Less:  Reclamation work                   (35,300)                (35,300)

Balance September 30, 2000    $ 46,028   $118,314    $115,044    $279,386

</TABLE>

Marketing.  During the first quarter of 1999, and in prior years
dating back to 1991, the Company marketed its antimony products
with HoltraChem, Inc. and later its successor, BCS, in a 50/50
profit sharing arrangement.  In March 1999, the Company notified
BCS that it was terminating the agreements that HoltraChem had
assigned BCS, and that the Company was going to market and
distribute antimony products independently.  As a result the
Company took steps to market its products to existing and
prospective customers, and has been able to do so successfully.
The Company employs full time marketing personnel and has
negotiated various commission based sales agreements with other
chemical distribution companies.

Antimony Price Fluctuations.  The operating results of the Company
have been and will continue to be directly related to the market
prices of antimony metal, which have fluctuated widely in recent
years.  The volatility of such prices is illustrated by the
following table which sets forth the average prices of antimony
metal per pound as reported by sources deemed reliable by the
Company.

<TABLE>
<CAPTION>
                        <S>              <C>
                        Year             Average Price
                        ----             -------------

                        1999             $0.58
                        1998              0.63
                        1997              0.93
                        1996              1.60
                        1995              2.28

</TABLE>

The range of sales prices for antimony oxide per pound was as
follows for the periods indicated:

<TABLE>
<CAPTION>
            <S>               <C>              <C>         <C>
            Year              High             Low         Average Price
            ----              ----             ---         -------------

            1999              $5.52            $0.65       $0.85
            1998               5.57             0.83        1.13
            1997               5.75             0.98        1.41
            1996               4.50             1.53        1.86
            1995               3.12             0.89        2.56

</TABLE>

                                    - 16 -
<PAGE>

Antimony metal prices are determined by a number of variables over
which the Company has no control.  These include the availability
and price of imported metals, the quantity of new metal supply, and
industrial and commercial demand.  If metal prices decline and
remain depressed, the Company's revenues and profitability may be
adversely affected.

The Company uses antimony metal as a raw material for its products.
The Company obtains antimony metal from sources in China (70%),
Canada (15%) and the U.S. (15%).  Purchases from Canadian and U.S.
sources have been made at world market prices, as established by
the London Metals Bulletin from time to time.  Antimony metal from
Chinese sources has been supplied by Fortune America Trading Ltd.,
a New Jersey-based dealer, pursuant to a long-term supply contract
to supply antimony metal at a fixed price.

Until recently, antimony prices have been at a 35 year low.
Beginning in late June 2000, prices have risen dramatically,
primarily as a result of restrictions by the Chinese government on
exports of antimony metal from China, one of the principal
suppliers of antimony.  The fixed price set by the supply contract
with the dealer in Chinese-sourced metal is below current market
price.  The dealer has refused to supply metal at the contracted
price, forcing the Company to purchase antimony metal from this
dealer and other sources at current world market prices.  However,
the Company has been able to raise its antimony product prices to
its customers and to increase its gross profits.  The Company's
USAMSA venture is intended eventually to reduce the Company's
dependence on foreign sources but is not expected to provide
sufficient raw material for several years.

Other.  The Company holds no material patents, licenses, franchises
or concessions, but it considers its antimony processing plant
proprietary in nature.  The Company uses the trade name "Montana
Brand Antimony Oxide" for the marketing of its antimony products.

The Company is subject to the requirements of the Federal Mining
Safety and Health Act of 1977, requirements of the state of Montana
and the state of Idaho, Federal and State Health and Safety
statutes and Sanders County, Lemhi County and Custer County health
ordinances.

Employees.  As of June 30, 2000, the Company employed 31 full-time
employees.  The number of full-time employees may vary seasonally.
None of the Company's employees is covered by any collective
bargaining agreement.


              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

This Prospectus includes forward-looking statements that involve
risks and uncertainties.

"Forward looking statements" can be identified by the use of
forward-looking terminology such as "believes," "could,"
"possibly," "anticipates," "estimates," "projects," "expects,"
"may," "will," or "should."  Such statements are subject to certain
risks, uncertainties and assumptions.  No assurances can be given
that the future results anticipated by forward looking statements
will be achieved.  Our actual results may differ materially from
these forward-looking statements.  You should not place undue
reliance on these forward-looking statements, which apply only as
of the date of this Prospectus.

Certain matters discussed are forward-looking statements that
involve risks and uncertainties, including the impact of  antimony
prices and production volatility, changing market conditions and
the regulatory environment and other risks.  Actual results may
differ materially from those projected.  These forward-looking
statements represent the Company's judgment as of the date of this
filing.  The Company disclaims, however, any intent or obligation
to update these forward-looking statements.

Results of 1999 Operations.  The Company's reported net income of
$304,015 in 1999, or $0.02 per basic share, compared to a net loss
of $468,427 or $0.04 per basic share in 1998.  The net income in
1999 is primarily due to an extraordinary gain recognized on the
conversion of certain debts to common stock of $611,692.  Without
the effect of the extraordinary gain, the Company would have
experienced a net loss from its operating activities of $307,677
during 1999.

                                    - 17 -
<PAGE>

Total revenues during 1999 were $4,710,278 compared to $3,142,776
in 1998.  The increase was directly due to the Company's
independent marketing and sale of its antimony products during the
majority of 1999, compared to sharing 50% of antimony product sales
with affiliated sales companies during 1998.  Sales of antimony
products in 1999 were $4,710,278 consisting of 5,517,443 pounds
sold at an average sales price of $ 0.85 per pound.  Sales of
antimony products in 1998  were $3,130,332, consisting of 2,834,186
pounds sold at an average sales price of $1.10 per pound.  Sales
made during 1999 included first quarter sales made with a sales
affiliate who recorded 50% of the quarter's total sales of $690,302
consisting of 684,322 pounds, on their financial statements.  Gross
profit from antimony product sales was $380,977 in 1999, or  8% of
sales, compared to $394,896 in 1998, or 12% of sales.  Almost all
of the antimony products sold were produced at the Company's plant
near Thompson Falls, Montana.

Combined care and maintenance costs and exploration and evaluation
costs at the Yellow Jacket property totaled $200,867 in 1999
compared to $362,722 in 1998.  The decrease is due to the Company's
abandonment of exploration activities at the Yellow Jacket during
1999.

During 1999, the Company made adjustments to accrued reclamation
costs and accounts payable of $70,000 and $16,440, respectively.
The adjustments were made to adjust the balances of these
liabilities to reflect an accurate amount of the Company's
anticipated obligation.  No such adjustments were proposed in 1998.


General and administrative expenses increased from $307,554 in 1998
to $400,432 in 1999, an increase of $92,878 or approximately 30%.
The increase in 1999 compared to 1998 was partially due to legal
costs of approximately $85,000 in 1999 compared to $50,000 during
1998.  Legal costs during both years were principally related to
the Maguire litigation that commenced in 1998 and was settled
during 1999.

The Maguire settlement resulted from lawsuits in which the Walter
L. Maguire 1935-1 Trust sued USAC for alleged breach of the
Company's obligations to pay certain debentures allegedly owned by
the Trust.  The Company counterclaimed against the Trust for
failing to honor an obligation to exchange the debentures for stock
and also sued Walter L. Maguire, Sr., a former Director of the
Company.  The Trust held four debentures, totalling the principal
amount of $335,000, plus accrued and unpaid interest.  Pursuant to
the November 5, 1999 settlement, the Trust exchanged the debentures
for 790,909 shares of USAC common stock.

Interest expense of $185,985 in 1999 decreased compared to interest
expense of $216,317 in 1998 primarily due to the conversion of
certain debts to common stock in 1999.  Interest and other income
was $12,190 in 1999 and $23,270 in 1998.  The decrease in interest
and other income during 1999 was primarily due to the absence of
other income in 1999 compared to 1998.

In 1999, the Company converted $682,397 of defaulted debenture
principal and interest and $144,339 of principal and interest
related to certain mining lease royalties (judgments payable) into
common stock of the Company.  In connection with these conversions
the Company recorded an extraordinary gain of $611,692.  No such
conversions or gains took place during 1998.


Financial Condition and Liquidity at December 31, 1999.  At
December 31, 1999, Company assets totaled $968,522, and there was
a stockholders' deficit of $2,183,195.  The stockholders' deficit
decreased $525,898 from the prior year, primarily due to the
conversion of debts to common stock.  In order to continue as a
going concern, the Company is dependent upon (1) profitable
operations from the antimony division, (2) additional equity
financing, and (3) continued availability of bank financing.
Without financing and profitable operations, the Company may not be
able to meet its obligations, fund operations and continue in
existence.  There can be no assurance that management will be
successful in its plans to improve the financial condition of the
Company.

Cash provided by operations during 1999 was $59,986 compared to
$16,598 in 1998.  The increase in cash provided by operations in
1999 compared to cash provided by operations in 1998 was primarily
due to the increase in accounts payable and other current
liabilities during 1999.

Investing activities used $76,417 of cash in 1999 compared with
$31,182 in 1998.  Cash used in investing activities during both
years related exclusively to purchases of properties, plants and
equipment, for the antimony division and the Company's investment
in USAMSA.

                                    - 18 -
<PAGE>

Financing activities provided $16,431 of cash in 1999 and $14,584
in 1998.  Cash from financing activities relates principally to
cash received from common stock sales and bank financing in 1998
and primarily bank from bank financing in 1999.

Other significant financial commitments for future periods will
include:

      *     Servicing notes payable to bank (See Note 8 to the
Consolidated Financial Statements).

      *     Servicing the note payable to Bobby C. Hamilton (See Note
9 to the Consolidated Financial Statements).  In 1995, Hamilton and
USAC negotiated, as the result of litigation by USAC, a settlement
of all outstanding disputes and claims stemming from a 1993 joint
venture agreement in which Hamilton provided financing for USAC's
operations at the Yellow Jacket Mine.  As part of the settlement,
Hamilton assigned to USAC 916,667 shares of Class B convertible
preferred stock and 250,000 shares of USAC common stock, all of his
right to the Yellow Jacket joint venture, and all of his right,
title, and interest in certain patented mining claims.  In
addition, Hamilton released all claims against USAC, its assets,
officers and directors.  In consideration, USAC agreed to pay
Hamilton $1,800,000 together with interest accruing at 7.5% per
annum, payable from 10% of USAC's gross income less loan proceeds
and revenue from stock or bond offerings; and USAC issued Hamilton
500,000 shares of USAC "lettered" common stock.  The Note and
shares of common stock were bequeathed to the City of Moscow,
Idaho, upon Mr. Hamilton's death.

      *     Keeping current on property, payroll, and income tax
liabilities and accounts payable.

      *     Fulfilling responsibilities with environmental, labor
safety and securities regulatory agencies.



In 1999, the Yellow Jacket leases were terminated and reclamation
and closure activities began.  As the Yellow Jacket property is
reclaimed, care-and-maintenance and reclamation costs will
eventually cease and the Company will be able to direct more
resources to funding its operations and paying its obligations.
Financial resources may also be generated from the disposal of
equipment at the Yellow Jacket.


During 1999, the Company negotiated a factoring arrangement,
pursuant to which the Company sells its accounts receivable and
utilizes the funds from these sales to finance operations.




Results of Operations for the six-month period ended June 30, 2000.
The Company's operations resulted in a  net loss of $391,889 for
the six-month period ended June 30, 2000 compared with a net income
of $12,191 for the six-month period ended June 30, 1999.  Net
income for the period ended June 30, 2000, after the extraordinary
gain on settlement of debt (see "Financial Condition and Liquidity
at June 30, 2000"), was $525,837.

Total revenues from antimony product sales for the first six months
of 2000 were $2,363,463 compared with $2,223,922 during the
comparable period in 1999.   Sales of antimony products during the
first six months of 2000 consisted of 2,559,961 pounds at an
average sale price of $0.92 per pound.  During the first six months
of 1999 sales of antimony products consisted of 2,233,421 pounds at
an average sale price of $1.00 per pound.   The decrease in sale
prices of antimony products from the  first two quarters of 1999
compared to the first two quarters of 2000 is the result of a
corresponding decrease in antimony metal prices.  Gross profit from
antimony sales during the first six months of 2000 was $275,443,
compared with gross profit of  $420,814 during the first six months
of 1999. The decrease in gross profit during the first six months
of 2000 compared to the comparable period of 1999 is primarily due
to decreased  antimony product sales prices during 2000.

Costs related to the reclamation of Yellow Jacket were $77,906 for
the six-month period ended June 30, 2000, compared with care,
maintenance and reclamation costs of $43,770 during the six-month
period ended June 30, 1999.  The increase was primarily due to the
increased reclamation activities during 2000 as compared to 1999.
Costs related to exploration and evaluation at Yellow Jacket were
$45,198 for the six-month period ended June 30, 1999, compared with
no exploration costs during the six-month period ended June 30,
2000.

                                    - 19 -
<PAGE>

Sales expense was $194,351 for the six-month period ended June 30,
2000 compared to $63,960 for the same period in 1999.  The increase
in sales expense during the first six months of 2000 as compared to
the same period of 1999 was due to the sales department's operation
for only three months of the six month period ended June 30, 1999.

General and administrative expenses increased $125,487 to $269,195
during the first six months of 2000 as compared to $143,708 during
the first six months of 1999. The increase was partially due to
financial consulting expense of $78,000 incurred in connection with
the settlement of debt in the first quarter of 2000 that was not
incurred in 1999.

Interest expense was $81,239 during six-month period ended June 30,
2000, compared to $116,072 for the same period in 1999. The
decrease in interest expense is primarily due to interest costs
relating to inventory purchased from a former sales affiliate
during 1999 that was not incurred in 2000.

Interest income was $4,647 during the six-month period ended June
30, 2000, and was comparable to $4,657 for the same period in 1999.

During the second quarter of 1999 a gain of $16,440, resulting from
the write off of certain accounts payable, was recognized.  No such
gain was recognized for the comparable quarter of 2000.

Financial Condition and Liquidity at June 30, 2000.  At June 30,
2000, Company assets totaled $985,528; and there was a
stockholders' deficit of $1,343,733. The stockholders' deficit
decreased $839,462 from December 31, 1999, due to the extraordinary
gain on settlement of debt.  In order to continue as a going
concern, the Company is dependent upon profitable operations from
the antimony division and continuing short and long-term debt
financing.  Without financing and profitable operations, the
Company may not be able to meet its obligations, fund operations
and continue in existence.

Cash provided used by operating activities during the first six
months of 2000 was $316,486 compared with cash provided of $15,263
during the first six months of 1999.  The change in cash from
operations for the first six months of 2000 compared to the same
period in 1999 was primarily due to the net loss of $361,889
(before extraordinary gain on the settlement of debt) incurred
during the first two quarters of 2000.

Cash used in investing activities during the first six months of
2000 was $35,079 compared to $45,732 used during the comparable
period of 1999.  During both periods, cash used in investing
activities related to the Company's investment in antimony
processing plant and equipment.

Cash provided by financing activities was $351,565 during the first
six months of 2000 compared to $30,469 provided by financing
activities during the comparable period of 1999.  The increase in
cash provided from financing activities was principally due to
advances from the Company's President of $70,000, common stock and
warrant sales of $155,000 and the issuance of $600,000 of
convertible debentures during the first six months of 2000.  Cash
provided from financing activities during the first six months of
2000 was used to settle an outstanding debt (see below) and fund
operations.

In an effort to improve the Company's financial condition, the
Company's management began negotiations during the second quarter
of 2000 to settle a debt owed the Estate of Bobby C. Hamilton (the
"Estate").  The approximately $1,500,000 debt required minimum
annual payments of principal and interest totaling $200,000,
consuming 4% of the Company's gross revenues from sales.  As a
result of management's negotiations, the Company entered into a
Settlement and Release of All Claims Agreement (the "Settlement
Agreement") with the Estate on June 23, 2000.  The Settlement
Agreement extinguished the note payable to the Estate in exchange
for a cash payment of $500,000 and the issuance of 250,000 shares
of the Company's common stock.  The cash payment was financed by
the issuance of $600,000 of Debentures pursuant to a financing
agreement with Thomson Kernaghan & Co., Ltd.,         a Canadian
investment banker, described in detail below.  This settlement and
related financing transaction resulted in an extraordinary gain of
approximately $917,726.

The Settlement Agreement mutually released both parties from any
and all obligations between them, and includes the Company's
indemnification of the Estate against any liabilities and claims
that may result from environmental remediation responsibilities on
the Company's Idaho gold properties.  The Settlement Agreement also
required the

                                    - 20 -
<PAGE>

Company to arrange the purchase of 614,000 shares of the Estate's
unrestricted common stock of the Company by a third party for
$90,340.


In connection with the Settlement Agreement between the Company and
the Estate, the Company entered into a financing agreement with
Thomson Kernaghan effective July 11, 2000.  The financing agreement
provides, among other things, for the sale of up to $1,500,000 of
the Company's convertible debentures ("Debentures") to the
investment banker and its affiliates.  In addition, Thomson
Kernaghan agreed to purchase, pursuant to the Settlement Agreement,
614,000 shares of unrestricted common stock of the Company owned by
the Estate for $90,340.  The financing agreement also provides for
an initial Debenture purchase of $600,000, and specifies that the
proceeds from the sale be used to 1) pay the Estate $500,000 and
extinguish the note payable owed it pursuant to the Settlement
Agreement, 2) pay the fees and expenses of Thomson Kernaghan's
counsel not to exceed $15,000, 3) pay Thomson Kernaghan's fee of
$60,000 relating to the placement of the Debentures, and 4) provide
$25,000 for the Company's working capital purposes.  The Company
subsequently issued an additional $75,000 tranche of Debentures,
and used the proceeds to purchase raw material.

The Debentures are due June 30, 2002 and accrue interest at 10% to
be paid annually on each anniversary date of the issue.  The
Debentures are convertible into shares of the Company's Common
Stock based on a formula setting the conversion price equal to 75%
of the average three lowest closing bid prices for the Company's
common stock as quoted by Bloomburg L.P. in the 20 trading days
immediately preceding (i) the effective date of the financing
agreement (July 11, 2000) or (ii) the conversion date of the
Debentures, whichever is lower; however, the conversion price shall
not exceed $0.90 per share.  The agreed Debenture conversion price
for the $675,000 principal amount of Debentures is $0.29125 per
share.

Pursuant to the financing agreement, the Company issued to Thomson
Kernaghan, as additional consideration for the issuance of the
initial $600,000 tranche of Debentures, warrants to purchase
961,539 shares of the Company's Common Stock and also issued
warrants to purchase 384,615 shares of the Company's common stock
to the purchasers of the initial $600,000 tranche of Debentures.
In connection with the subsequent $75,000 tranche of Debentures,
the Company issued to the purchasers of the $75,000 Debenture
warrants to purchase 48,077 shares of the Company's common stock.
The warrants are exercisable for five years at $0.39 per share.  If
additional Debentures are issued under the financing agreement, the
Company will issue additional warrants to purchase the Company's
common stock at $0.39 per share.  The number of shares subject to
such additional warrants shall be equal to 25% of the face amount
of the additional Debentures divided by $0.39 per share.

The financing agreement required that the Company execute a
registration rights agreement, binding the Company to prepare and
file a registration statement with the Securities and Exchange
Commission registering the shares of common stock issuable upon
exercise of the warrants and upon conversion of the Debentures, and
to increase the number of its authorized but outstanding shares of
common stock to accommodate the exercise of the warrants and
conversion of the Debentures.

In connection with the sale of $675,000 tranche of Debentures
pursuant to the Thomson Kernaghan financing agreement, the Company
contractually committed to reserve for issuance to Debenture
holders and warrant holders and to contingently issue and deliver
to an escrow certificates for 4,870,625 shares of common stock
(consisting of 100% of the warrant shares and 150% of the
conversion shares calculated as if the conversion date were
July 11, 2000).


During the first six months of 2000, the Company the took the
following additional actions to minimize its losses, conserve its
cash flow, and improve its financial condition:

      *     Restructured its sales department, reducing overall
staffing expenses

      *     Refinanced a long-term note payable with a bank

      *     Negotiated an abatement of property taxes due an Idaho
county

      *     Negotiated a reduction in the "holdback" retainage on an
accounts receivable factoring agreement

                                    - 21 -
<PAGE>

      *     Obtained additional advances from the Company's President
in the amount of $71,243

      *     Increased production from its old Thompson Falls slag
pile to decrease raw material costs



In 1996, the Yellow Jacket operation was put on a care-and-
maintenance basis after a long history of operating losses.  During
the second quarter of 1999, the Company terminated its exploration
efforts at the Yellow Jacket, and began reclamation activities.
While the Yellow Jacket reclamation currently continues to consume
the Company's resources, management anticipates that additional
financial resources will be available when reclamation activities
are final, sometime in 2001.      See "Environmental Matters".

The Company has reduced its long-term debt by settling (i) a
lawsuit brought by a former director, Walter L. Maguire, to collect
on outstanding debentures and (ii) indebtedness to the Estate of
Bobby C. Hamilton arising out of a profit-sharing agreement.  Two
of the Company's five principal competitors have ceased production
of antimony products leading to growth in the Company's market
share in sales of antimony products; and margins on the Company's
antimony products have increased as antimony metal prices recently
rebounded from historical lows.  The Company is nearing substantial
completion of reclamation activities at its mining properties,
which will free up substantial cash for other purposes, including
expansion of product lines and development of alternative sources
of antimony metal.  Although management is optimistic that the
Company will be able to achieve profitable operations and meet its
financial obligations, there can be no assurance that it will do
so.

Significant financial commitments for future periods will include:

      *     Servicing notes payable to lender.

      *     Keeping current on property, payroll, and income tax
liabilities and accounts payable.

      *     Fulfilling responsibilities with environmental, labor
safety and securities regulatory agencies.

The Company may offer additional shares of its common stock for
sale to fund operations and reduce liabilities, although it has no
present plans to do so.




                            DESCRIPTION OF PROPERTY

Antimony Division.  The Registrant's principal plant and mine are
located in the Burns Mining District, Sanders County, Montana,
approximately 15 miles west of Thompson Falls, Montana.  The
Registrant holds 2 patented mill sites and 12 patented lode mining
claims covering 192 acres.  The lode claims are contiguous within
two groups.

Antimony mining and milling operations were curtailed during 1983
due to continued declines in the price of antimony.  The Company is
currently purchasing foreign raw antimony materials and continues
to produce antimony metal, oxide and sodium antimonate from its
antimony processing facility near Thompson Falls, Montana.

Gold Division.
- -------------

Yankee Fork Mining District.

Estes Mountain.  The Estes Mountain properties consist of 2
patented lode mining claims in the Yankee Fork Mining District of
Custer County, Idaho.  These claims are located approximately 12
miles from the Company' former Preachers Cove Mill.

Preachers Cove Millsite.  The Company had a 150-ton per day gravity
and flotation mill located approximately 50 miles west of Challis,
Idaho and 19 miles northeast of Stanley, Idaho on the Yankee Fork
of the Salmon River at Preachers Cove.  The mill also had a cyanide
leach plant for the processing of concentrates into dore bullion.
The plant has been dismantled and the property is nearing final
reclamation.

                                    - 22 -
<PAGE>

Yellow Jacket Mining District.  The Yellow Jacket property
consisted of 12 patented and various  unpatented lode mining claims
located in the Yellow Jacket Mining District of Lemhi County,
Idaho, approximately 70 miles southwest of Salmon, Idaho.  In 1996,
Company personnel determined that the existing mineral resource was
not economical to mine without additional operating capital and an
increase in  current metals prices.  Accordingly, production
operations at the Yellow Jacket property were suspended and the
mine placed on a care-and-maintenance status.  Subsequent to 1996,
the Company engaged in underground exploration activities at the
property.  During the second quarter of 1999, due to depressed
precious metal prices and the absence of a discovery of mineralized
material that could be economically mined, the company abandoned
its leasehold interests in the Yellow Jacket property and began
final reclamation and closure activities.     (See "Description of
Business-Environmental Matters.")


                       DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
<S>                     <C>   <C>                          <C>
                              Affiliation
Name                    Age   with Registrant              Expiration of Term
- -----                   ---   ---------------              ------------------

John C. Lawrence        62    Chairman, President,         Annual meeting
                              Secretary,and Treasurer;
                              Director

Robert A. Rice          76    Director                     Annual meeting

Leo Jackson             59    Director                     Annual meeting

</TABLE>

Business Experience of Directors and Executive Officers
- -------------------------------------------------------

John C. Lawrence.  Mr. Lawrence has been the President and a
Director of the Company since its inception.  Mr. Lawrence was the
President and a Director of AGAU Mines, Inc., the predecessor of
the Company, since the inception of AGAU Mines, Inc., in 1968.  He
is a member of the Society of Mining Engineers and a recipient of
the Uuno Sahinen Silver Medallion Award presented by Butte Tech,
University of Montana.

Robert A. Rice.  Mr. Rice is a metallurgist, having been employed
by the Bunker Hill Company, a wholly owned subsidiary of Gulf
Resources and Chemical Corporation at Kellogg, Idaho, as Senior
Metallurgist and Mill Superintendent until his retirement in 1965.
Mr. Rice has been a Director of the Company since 1975.


Leo Jackson.  Mr. Jackson is a resident of El Paso, Texas.  For the
past 15 years, he has been a principal owner and the President of
Production Minerals, Inc., a company which has an indirect 25%
interest in the stock of USAMSA.  Mr. Jackson is the principal
owner of Minera de Roja, S.A. de C.V., and has been involved in the
production and marketing of industrial minerals such as fluorspar
and celestite in the United States and Mexico for 25 years.  Mr.
Jackson speaks fluent Spanish and has a BBA degree from the Sul
Ross State University in Texas.  Mr. Jackson has been a Director of
the Company since February 1999.

The Company is not aware of any involvement by its directors or
executive officers during the past five years in legal proceedings
that are material to an evaluation of the ability or integrity of
such director or executive officer.


Board Meetings and Committees.  The Company's Board of Directors
held twelve (12) regular meetings during the 1999 calendar year.
Each incumbent director attended at least 75% of the meetings held
during the 1999 calendar year, in the aggregate, by the Board and
each committee of the Board of which he was a member.  The
Company's Board of Directors does not have a Compensation
Committee, an Audit Committee, or a Nominating Committee.

Board Member Compensation.  The Company pays directors' fees in the
form of 6,000 shares of Company's Common Stock per year per
director.  Directors are also reimbursed reasonable out-of-pocket
expenses in connection with attending meetings.

Section 16(a) Beneficial Ownership Reporting Compliance.  Section
16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers and the holders of 10%
or more of the Company's

                                    - 23 -
<PAGE>


Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors
and stockholders holding more than 10% of the Company's common
stock are required by the regulation to furnish the Company with
copies of all Section 16(a) forms they have filed.

Based on information received by the Company, Mr. Lawrence timely
filed a Form 4 report upon receipt of annual stock compensation;
Mr. Rice and Mr. Jackson have not timely filed a Form 4 upon
receipt of annual stock compensation.


        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A person who directly or indirectly has or shares voting power or
investment power with respect to a security is considered a
beneficial owner of the security.  Voting power is the power to
vote or direct the voting of shares and investment power is the
power to dispose of or direct the disposition of shares.  Shares as
to which voting power or investment power may be acquired within 60
days are also considered as beneficially owned.



The following tables set forth certain information, as of August 3,
2000, regarding beneficial ownership of the Company's stock by (1)
each person who is known to the Company to own beneficially more
than 5% of any class of the Company's voting stock, and     (2) (a)
each director and each nominee for the election as a director of
the Company, (b) each executive officer named in the Summary
Compensation Table set forth above       , and (c) all current
directors and current executive officers of the Company as a group.
The information on beneficial ownership in the table and the
footnotes thereto is based upon the Company's records and, in the
case of holders of more than 5% of the Company's stock, the most
recent Schedule 13D or 13F filed by each such person or entity and
information supplied to the Company by such person or entity.
Unless otherwise indicated,    to the Company's knowledge     each
person has sole voting power and sole investment power with respect
to the shares shown.

Security Ownership of Certain Beneficial Owners.  As of the close
of business on    August 3,     2000, based on information
available to the Company, the following persons own beneficially
more than 5% of the outstanding voting securities of the Company:

<TABLE>
<CAPTION>

<S>               <C>                    <C>                           <C>
                                                                       Percent
                  Name and Address of    Amount and Nature of          of
Title of Class    Beneficial owner       Beneficial Ownership          Class
- --------------    -------------------    --------------------          -------

Common stock      The Maguire Family     1,501,898 (2)                  6.6(1)
                  and related entities
                  as a group             c/o Walter L. Maguire, Sr.
                                         P.O. Box 129
                                         Keller, VA  23401

Common stock      John C. Lawrence       2,717,450 (3)                 12.0(1)
                                         P.O. Box 643
                                         Thompson Falls, MT 59873

Common stock      The Dugan Family       2,239,517 (4)                  9.9(1)
                                         c/o A. W. Dugan
                                         1415 Louisiana Street, Suite 3100
                                         Houston, TX 77002

Common stock      Thomson Kernaghan      1,768,178 (5)                  7.8(1)
                  & Company Ltd.
                                         365 Bay Street
                                         Toronto, Ontario M5H 2V2


Preferred Series  A. Gordon Clark, Jr.   4,500 (6)                     100
A stock                                  2 Musket Trail
                                         Simsbury, CT 06070



</TABLE>
                                    - 24 -
<PAGE>

Security Ownership of Management as of    August 3,     2000
- -----------------------------------------------------

<TABLE>
<CAPTION>

<S>               <C>                    <C>                           <C>
                                                                       Percent
                  Name of                Amount of                     of
Title of Class    Beneficial owner       Beneficial Ownership          Class
- --------------    -------------------    --------------------          -------

Common stock      John C. Lawrence       2,717,450 (3)                 12.0
Common stock      Robert A. Rice           194,929 (7)                   .9
Common stock      Leo Jackson               35,700                       .1
                                         ---------                     ----
Common stock      All Directors and executive
                  officers as a group    2,948,079                     13.0
                                         =========                     ====

</TABLE>

(1)   Percent of ownership is based upon 22,619,644 shares of common
stock and common stock equivalents (including shares subject to
presently exercisable warrants, and $675,000 of debentures
convertible at $0.29125 per share), 4,500 shares of Series A
preferred stock, and 205,996 shares of Series C preferred stock
outstanding at August 3, 2000.  The Company's 750,000 outstanding
shares of nonvoting Series B Preferred Stock are not included in
the calculation of the percentage ownership of voting stock.

(2)   Includes 1,007,843 shares owned by the Maguire Foundation;
129,000 shares owned by Walter L. Maguire, Sr.; 45,500 shares owned
by Walter L. Maguire, Trustee; 219,555 shares owned by Walter L.
Maguire, Jr.; and warrants issued to donees of Walter L. Maguire,
Sr. to purchase 100,000 shares of common stock.  Excludes 1,003,409
shares owned by the 1934 Maguire Trust.

(3)   Includes 2,311,640 shares of common stock and warrants to
purchase 405,810 shares of common stock.  Excludes 75,000 shares
owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims
beneficial ownership.

(4)   Includes 316,667 shares owned by Al Dugan; 183,333 shares
owned by Lydia Dugan; 60,000 shares owned by Joel and Ellen Dugan;
1,331,440 shares, in the aggregate, owned by companies owned and
controlled by Al Dugan; and warrants issued to Mr. Dugan to
purchase 348,077 shares of common stock.

(5)   Includes 150,000 shares of common stock and 1,768,178 shares
issuable upon conversion of debentures at $0.29125 per share and/or
upon exercise of related warrants.  Excludes 1,943,649 shares of
common stock issuable upon conversion of debentures at $0.29125 per
share and/or upon exercise of related warrants:  Thomson Kernaghan
disclaims beneficial ownership of these shares based on a
restriction in the financing agreement which prohibits Thomson
Kernaghan from beneficially owning at any time more than 9.9% of
the issued and outstanding common stock of the Company determined
on an undiluted basis (which is equivalent to 7.8% of the
outstanding shares on a fully diluted basis).  If not for this
contractual restriction, Thomson Kernaghan would beneficially own
3,861,827 shares (or 17.1% of the outstanding shares on a fully
diluted basis), including 150,000 shares of common stock; 2,317,597
shares issuable upon conversion of debentures at $0.29125 per
share; and warrants to purchase 1,394,230 shares.

(6)   The outstanding Series A and C preferred shares carry voting
rights.

(7)   Includes warrants to purchase 3,101 shares of common stock.


                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Described below are transactions during the last two years to which
the Company is a party and in which any Company director or
executive officer or any beneficial owner of ten percent (10%) or
more of any class of the Company's voting securities or certain
relatives of the Company's directors, executive officers or ten
percent (10%) beneficial owners has a direct or indirect material
interest.  See also transactions described in notes 4, 7, 8, 10 and
13 to the Company's Financial Statements as of December 31, 1999.

                                    - 25 -
<PAGE>

On August 28, 2000, the Company authorized the issuance of 21,611
shares of common stock to John C. Lawrence, a director and the
Chief Executive Officer of the Company, and 934 shares of common
stock to Robert A. Rice, a director.  Mr. Lawrence and Mr. Rice
were entitled to receive these shares upon conversion of Series C
Preferred Stock in 1999.  These shares were not issued at the time
of conversion because the Company's calculation of the number of
conversion shares inadvertently failed to account for the impact of
certain antidilution provisions of the Series C preferred stock,
which were triggered by the Company's issuance of common stock for
less than the Series C conversion price.  These shares are being
issued retroactively to the date of conversion of the Series C
Preferred Stock, August 5, 1999.  The adjusted conversion price was
$0.5419 per share.

John C. Lawrence, a director and the Chief Executive Officer of the
Company, advanced the Company $141,243, in the aggregate, in June
and July 2000.  The advances were made in consideration of the
Company's agreement to issue 10% convertible debentures and
warrants on the same terms as the debentures and related warrants
issued to Thomson Kernaghan.  See Management Discussion and
Analysis - Financial Condition and Liquidity at June 30, 2000.

Leo Jackson, a director of the Company, is a principal owner and
president of Production Minerals, Inc., a company which indirectly
owns 25% of the stock of USAMSA.  The Company owns 50% of the stock
of USAMSA.

The Company reimburses John C. Lawrence, a director and the Chief
Executive Officer of the Company, for operational and maintenance
expenses incurred in connection with the Company's use of certain
equipment owned by Mr. Lawrence, including welding trucks,
backhoes, and an aircraft.  See note 7 to the 1999 Financial
Statements.

On August 25, 2000, the Company sold 257,111 shares of its common
stock to Al Dugan, a stockholder and accredited investor, for
$0.29125 per share or $75,000 and issued to Mr. Dugan warrants
exercisable at $0.39 per share to purchase 48,077 shares of common
stock.  The warrants expire August 25, 2002.

On July 12, 2000, the Company sold 100,000 shares of its common
stock to Nortex Corporation, a company controlled by Al Dugan, a
stockholder and accredited investor, for cash totaling $25,000, or
$0.25 per share.

On March 17, 2000, the Company issued to Thomson Kernaghan &
Company, Ltd., which subsequently has become the beneficial owner
of more than five percent of the Company's common stock, 150,000
shares of registered common stock pursuant to the Company's 2000
Stock Plan for Key Employees, in consideration of financial
consulting services including the preparation and analysis of the
Company's financial condition and financing options.

On March 16, 2000, the Company issued 100,000 shares of its common
stock to Al Dugan, a stockholder and accredited investor, for cash
totaling $25,000, upon exercise of previously granted warrants to
purchase common stock for $0.25 per share.

On February 2, 2000, the Company sold 125,000 shares of its common
stock to Delaware Royalty Company, Inc., a company controlled by Al
Dugan, a stockholder and accredited investor, for cash totaling
$50,000 or $0.40 per share.

On January 3, 2000, the Company agreed to issue to Al Dugan, a
principal shareholder, warrants to purchase 300,000 shares of the
Company's common stock in consideration of financial consulting
services rendered by Mr. Dugan.  The warrants are exercisable at
$0.25 per share and expire January 25, 2003.

Effective December 31, 1999, the Company issued 6,000 shares of
common stock to each of the three directors of the Company for
services provided to the Company.  These shares were valued at
$2,160 or $.12 per share.

On November 9, 1999, the Company issued 790,909 shares of common
stock to the Walter L. Maguire 1935-1 Trust in connection with the
settlement of litigation brought by the Trust.  Walter L. Maguire,
Sr., a stockholder and former director of the Company, was a
beneficiary of the Trust.  The settlement resulted in discharge of
the Company's obligations to the Trust under certain subordinated
convertible debentures and convertible debentures totaling
$682,397, including principal and interest.

                                    - 26 -
<PAGE>


On March 29, 1999, the Company issued stock bonuses aggregating
20,000 shares of common stock to employees of the Company.  The
shares were valued at $2,600 or $0.13 per share.

Effective December 31, 1998, the Company issued 25,000 shares of
common stock to Robert A. Rice, a director of the Company, in
exchange for a $5,000 note receivable from Mr. Rice.  The note was
satisfied in 1999 when Mr. Rice transferred to the Company certain
equipment having a fair market value equal to the amount of the
note.

On December 31, 1998, the Company issued 23,491 shares of common
stock to Mike Price in consideration of construction services
provided by Mr. Rice, who is the grandson of Robert A Rice, a
director of the Company.

                            EXECUTIVE COMPENSATION

Summary Compensation Table.  The Securities and Exchange Commission
requires the following table setting forth for fiscal years ending
December 31, 1999, 1998 and 1997, the compensation paid by the
Company to its principal executive officer.

<TABLE>
<CAPTION>

<S>                           <C>   <C>        <C>         <C>
                                         Annual Compensation
- --------------------------------------------------------------------------------
                                                           Other Annual
Name and Principal Position   Year  Salary     Bonus       Compensation (1)
- --------------------------------------------------------------------------------

John C. Lawrence, President   1999  $72,000(2) N/A         $4,154
John C. Lawrence, President   1998  $72,000    N/A         $4,154
John C. Lawrence, President   1997  $72,000    N/A         $4,154


<PAGE>

<S>                           <C>        <C>         <C>         <C>
                                         Long-Term Compensation
- --------------------------------------------------------------------------------
                              Awards                 Payouts
                              ---------------------- --------------------------
                              Restricted Securities
                              Options/   Underlying  All Other   All Other
Name and Principal Position   Awards (3) LTIP SARs   Payouts     Compensation
- --------------------------------------------------------------------------------

John C. Lawrence, President   $720       None        None        None
John C. Lawrence, President   $844       None        None        None
John C. Lawrence, President   $855       None        None        None


</TABLE>

(1)   Represents earned but unused vacation.
(2)   Increased to $96,000 beginning August 1, 2000.
(3)   These figures represent the fair values, as of the date of
issuance, of the annual Director's fee payable to Mr. Lawrence in
the form of 6,000 shares of Company's restricted Common Stock.



Warrant Grants in the Last Fiscal Year.  The following table sets
forth certain information regarding stock options granted to the
named executive officers during the fiscal year ended December 31,
1999.  No stock appreciation rights were granted to these
individuals during such year.

<TABLE>
<CAPTION>
<S>               <C>         <C>        <C>         <C>         <C>

                  Number of              Percent
                  Securities             of Total
                  Under-                 Options     Exercise
                  lying                  Granted to  or
                  Options     Grant      Employees   Base        Expiration
Name              Granted     Date       Fiscal Year Price       Date
- -----             -------     -----      ----------- --------    ----------
John C.           250,000     March 29,  100%        $0.25       March 29,
Lawrence                      1999                   per share   2002


</TABLE>

Directors' Compensation.  Our directors do not receive cash
compensation for attending Board of Directors meetings, but each
director receives 6,000 shares of Company's common stock annually.


                               LEGAL PROCEEDINGS

There are no material legal proceedings to which we are currently
a party or to which our property is subject.


                     INTEREST OF NAMED EXPERTS AND COUNSEL


No "expert", as that term is defined pursuant to Regulation S-B,
Item 509(a), or "counsel", as that term is defined pursuant to
Regulation S-B, Item 509(b), was hired on a contingent basis, or
will receive a direct or indirect interest

                                    - 27 -
<PAGE>

in the Company, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Company, at any time prior to
the date of this Prospectus.

The Financial Statements of the Company which are included in this
Prospectus have been audited by DeCoria, Maichel & Teague P.S. of
Spokane, Washington as stated in their report on the Company's 1999
year-end Financial Statements appearing in this Prospectus under
the caption "Financial Statements".  The Financial Statements have
been included in this Prospectus in reliance on the auditors'
report given their authority as experts in accounting and auditing.

Hawley Troxell Ennis & Hawley LLP, a Boise, Idaho law firm, has
passed upon certain legal matters relating to the offering of the
Company's common stock, including the validity of the shares of
common stock being offered pursuant to this Prospectus.


             DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT VIOLATIONS

In the opinion of the Securities and Exchange Commission,
indemnification for liabilities arising pursuant to the Securities
Act of 1933 is contrary to public policy and, therefore,
unenforceable.


                      WHERE YOU CAN FIND MORE INFORMATION

We file annual reports, quarterly reports and current reports,
proxy statements and other information with the U.S. Securities and
Exchange Commission (SEC).  In addition, we have filed with the SEC
a Registration Statement on Form SB-2 under the Securities Act of
1933 with respect to our common stock offered in this Prospectus.
This Prospectus does not contain all of the information set forth
in the registration statement and the exhibits and schedules to
that registration statement.  For further information with respect
to us and our common stock, we refer you to the registration
statement and its exhibits and schedules.  With respect to
statements contained in this Prospectus as to the contents of any
contract or other document, reference is made to the copy of that
contract or document filed as an exhibit to the registration
statement, each of these statements being qualified in all respects
by that reference.

You may read and copy materials that we have filed with the SEC,
including the registration statement, at the following SEC Public
Reference Room:

                              450 Fifth Street, N.W.
                              Room 1024
                              Washington, D.C.  20549

You can call the SEC at 1-800-SEC-0330 for more information about
the operation of the Public Reference Room.  Copies of our filings
with the SEC are also available to the public through the SEC's
Internet website at http:\\www.sec.gov.


                                    - 28 -
<PAGE>

                             FINANCIAL STATEMENTS

                                    - 29 -
<PAGE>

    Report of Independent Accountants

The Board of Directors and Stockholders of
  United States Antimony Corporation


We have audited the accompanying consolidated balance sheets of
United States Antimony Corporation and subsidiary as of December
31, 1999 and 1998, and the related consolidated statements of
operations, changes in stockholders' deficit and cash flows for the
years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of United States Antimony Corporation and subsidiary as of
December 31, 1999 and 1998, and the consolidated results of their
operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the financial statements, the
Company has negative working capital, an accumulated deficit and
total stockholders' deficit that raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.


/S/DECORIA, MAICHEL & TEAGUE P.S.
- ---------------------------------



Spokane, Washington
March 11, 2000

                                    - 30 -
<PAGE>

United States Antimony Corporation and Subsidiary
Consolidated Balance Sheets
December 31, 1999 and 1998

<TABLE>
<CAPTION>
<S>   <C>                                      <C>               <C>
                                               1999              1998
                                    ASSETS
Current assets:
  Restricted cash                              $        227      $       221
  Inventories                                       276,599          365,398
  Accounts receivable, less allowance
  for doubtful accounts of $50,000                   60,205
                                               ------------      -----------
      Total current assets                     $    337,031      $   365,619

Properties, plants and equipment, net               452,505          515,392
Restricted cash for reclamation bonds               178,986          178,986
                                               ------------      -----------
      Total assets                             $    968,522      $ 1,059,997
                                               ============      ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Checks issued and payable                    $     45,544      $    31,089
  Accounts payable                                  467,596          256,373
  Accrued payroll and property taxes                263,667          168,482
  Accrued payroll and other                          97,751           61,999
  Judgments payable                                  40,645          164,084
  Accrued interest payable                           14,640          348,787
  Due to related parties                             42,841           37,635
  Notes payable to bank, current                    160,395          160,017
  Note payable to Bobby C. Hamilton, current         87,596           31,398
  Debentures payable                                                 335,000
  Accrued reclamation costs, current                256,000          222,453
                                               -------------     -----------
      Total current liabilities                $  1,476,675      $ 1,817,317

Notes payable to bank, noncurrent                   165,570          106,793
Note payable to Bobby C. Hamilton, noncurrent     1,450,785        1,564,161
Accrued reclamation costs, noncurrent                58,687          280,819
                                               -------------     -----------
      Total liabilities                        $  3,151,717      $ 3,769,090
                                               -------------     -----------
Commitments and contingencies (Notes 1 and 14)

Stockholders' deficit:
  Preferred stock, $.01 par value,
  10,000,000 shares authorized:
    Series A: 4,500 shares issued
      and outstanding (liquidation
      preference $105,750)                               45               45
    Series B: 750,000 shares issued
      and outstanding (liquidation
      preference $795,000)                            7,500            7,500
    Series C: 205,996 and 2,560,762 shares
      issued and outstanding (liquidation
      preference $113,281)                            2,060           25,608
  Common stock, $.01 par value,
  20,000,000 shares authorized;
  16,900,252 and 13,425,925 shares
  issued and outstanding                            169,003          134,259
  Additional paid-in capital                     14,289,947       14,079,260
  Accumulated deficit                           (16,651,750)     (16,955,765)
                                               ------------      -----------
      Total stockholders' deficit                (2,183,195)      (2,709,093)
                                               ------------      -----------
      Total liabilities and
      stockholders' deficit                    $    968,522      $ 1,059,997
                                               ============      ===========

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 31 -

<PAGE>

United States Antimony Corporation and Subsidiary
Consolidated Statements of Operations
for the years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
<S>   <C>                                      <C>               <C>
                                               1999              1998
Revenues:
  Sales of antimony products and other         $  4,710,278      $ 3,142,776

  Cost of antimony production                     4,329,301        2,747,880
                                               ------------      -----------
Gross profit                                        380,977          394,896
                                               ------------      -----------

Other operating expenses:
  Exploration and evaluations                        53,985          164,871
  Care and maintenance - Yellow Jacket property     146,882          197,851
  General and administrative                        400,432          307,554
                                               ------------      -----------
                                                    601,299          670,276
                                               ------------      -----------

Other (income) expense:
  Gain from accrued reclamation costs adjustment     (70,000)
  Gain from accounts payable adjustment             (16,440)
  Interest expense                                  185,985          216,317
  Interest income and other                         (12,190)         (23,270)
                                               ------------      -----------
                                                     87,355          193,047
                                               ------------      -----------

Loss before extraordinary item                     (307,677)        (468,427)
Extraordinary gain on conversion of debts
  to common stock                                   611,692
                                               ------------      -----------
Net income (loss)                              $    304,015      $  (468,427)
                                               ============      ===========
Basic net income (loss) per
share of common stock
  Before extraordinary item                    $      (0.02)
  Extraordinary item                                   0.04
                                               ------------
  Net income (loss)                            $       0.02      $     (0.04)
                                               ============      ===========

Diluted net income (loss) per share
of common stock
  Before extraordinary item                    $      (0.02)
  Extraordinary item                                   0.04
                                               ------------
  Net income (loss)                            $       0.02      $     (0.03)
                                               ============      ===========
Basic weighted average shares outstanding        14,597,917       13,309,379
                                               ============      ===========

Diluted weighted average shares outstanding      14,837,976       15,904,204
                                               ============      ===========

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 32 -
<PAGE>


United States Antimony Corporation and Subsidiary
Consolidated Statements of Cash Flows
for the years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
<S>   <C>   <C>                                <C>               <C>
                                               1999              1998

Cash flows from operating activities:
  Net income (loss)                            $    304,015      $  (468,427)
  Adjustments to reconcile net income
  (loss) to net cash provided by operations:
      Depreciation                                  130,714          157,812
      Write off of capitalized start-up costs         8,590
      Extraordinary gain on conversion of
        debts to common stock                      (611,692)
      Gain from accrued reclamation costs
        adjustment                                  (70,000)
      Gain from accounts payable adjustment         (16,440)
      Provision for doubtful accounts                50,000
      Issuance of common stock to directors
        as compensation                               2,160            1,687
      Issuance of common stock to employees
        as compensation                               2,600            3,289
      Issuance of common stock for services          10,000
            Restricted cash                              (6)          15,059
            Accounts receivable                    (110,205)
            Inventories                              88,799           97,884
            Prepaid expenses                          7,727
            Accounts payable                        228,863          131,291
            Accrued payroll and property taxes       95,185           49,681
            Accrued payroll and other                35,752           18,292
            Judgments payable                        11,780           21,147
            Accrued interest payable                 13,250           28,500
            Payable to related parties                5,206            5,928
            Accrued reclamation costs              (118,585)         (53,272)
                                               ------------      -----------
              Net cash provided by
              operating activities                   59,986           16,598
                                               ------------      -----------
Cash flows from investing activities:
  Purchase of properties, plants
  and equipment                                     (76,417)         (31,182)
                                               ------------      -----------
              Net cash used in investing
              activities                            (76,417)         (31,182)
                                               ------------      -----------
Cash flows from financing activities:
  Proceeds from issuance of common
  stock and warrants                                                  75,000
  Proceeds from new borrowings                      259,484          190,050
  Payments on notes payable to bank                (200,330)        (190,588)
  Change in checks issued and payable                14,455          (11,295)
  Payments on note payable to
  Bobby C. Hamilton                                 (57,178)         (48,583)
                                               ------------      -----------
              Net cash provided by
              financing activities                   16,431           14,584
                                               ------------      -----------
Net decrease in cash                                      0                0
Cash, beginning of year                                   0                0
                                               ------------      -----------
Cash, end of year                              $          0      $         0
                                               ============      ===========

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 33 -
<PAGE>


United States Antimony Corporation and Subsidiary
Consolidated Statements of Cash Flows, Continued:
for the years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
<S>   <C>                                      <C>               <C>
                                               1999              1998

Supplemental disclosures:
  Cash paid during the year for interest       $    157,239      $   187,818
                                               ============      ===========
  Noncash financing activities:
      Common stock issued in exchange
        for note receivable                                      $     5,000
      Judgment payable converted to
        common stock                           $    144,339
      Debentures payable converted
        to common stock                             335,000
      Accrued debenture interest
        payable converted to common stock           347,397
      Series C preferred stock converted
        to common stock                              23,548

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 34 -
<PAGE>


United States Antimony Corporation and Subsidiary
Consolidated Statements of Changes in Stockholders' Deficit
for the years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>

<S>                     <C>            <C>           <C>           <C>
                                           Preferred Stock
                        ------------------------------------------------------
                                Series A                     Series B
                        ------------------------------------------------------
                        Shares         Amount        Shares        Amount
                        ----------     ---------     ----------    ----------
Balances, December
  31, 1997                   4,500     $      45        750,000    $    7,500
Issuance of stock
  for cash
Value attributed to
  issuance of warrants
Issuance of stock in
  exchange for services
Issuance of stock for
  note receivable
Issuance of stock to
  directors for
  compensation
Net loss
                        ----------     ---------     ----------    ----------
Balances, December
  31, 1998                   4,500            45        750,000         7,500

Issuance of stock
  for cash purchased
  by employees
Issuance of stock in
  exchange for services
Issuance of common
  stock for conversion
  of debts
Issuance of stock to
  employee for
  compensation
Issuance of stock to
  directors for
  compensation
Conversion of series
  C stock preferred
  stock to common
Net Income
                        ----------     ---------     ----------    ----------
Balances, December
  31, 1999                   4,500     $      45        750,000    $    7,500
                        ==========     =========     ==========    ==========

<PAGE>

<S>                     <C>            <C>           <C>           <C>
                             Preferred Stock
                        ------------------------
                                Series C                   Common Stock
                        ------------------------     ------------------------
                        Shares         Amount        Shares        Amount
                        ----------     ---------     ----------    ----------


Balances, December
  31, 1997               2,560,762     $  25,608     13,065,434    $  130,654
Issuance of stock
  for cash                                              300,000         3,000
Value attributed to
  issuance of warrants
Issuance of stock in
  exchange for services                                  23,491           235
Issuance of stock for
  note receivable                                        25,000           250
Issuance of stock to
  directors for
  compensation                                           12,000           120
Net loss
                        ----------     ---------     ----------    ----------
Balances, December
  31, 1998               2,560,762     $  25,608     13,425,925    $  134,259

Issuance of stock
  for cash purchased
  by employees                                            4,800            48
Issuance of stock in
  exchange for services                                  40,000           400
Issuance of common
  stock for conversion
  of debts                                            1,036,761        10,368
Issuance of stock to
  employee for
  compensation                                           20,000           200
Issuance of stock to
  directors for
  compensation                                           18,000           180
Conversion of series
  C stock preferred
  stock to common       (2,354,766)      (23,548)     2,354,766        23,548
Net Income
                        ----------     ---------     ----------    ----------
Balances, December
  31, 1999                205,996      $   2,060     16,900,252    $  169,003
                        ==========     =========     ==========    ==========

<PAGE>

<S>                                 <C>          <C>             <C>
                                    Additional
                                    Paid in      Accumulated
                                    Capital      Deficit         Total
                                    -----------  ------------    ------------

Balances, December 31, 1997         $13,997,889  $(16,487,338)   $ (2,325,642)
Issuance of stock for cash               58,500                        61,500
Value attributed to issuance
  of warrants                            13,500                        13,500
Issuance of stock in exchange
  for services                           3,054                          3,289
Issuance of stock for note
  receivable                             4,750                          5,000
Issuance of stock to directors
  for compensation                       1,567                          1,687
Net loss                                             (468,427)       (468,427)
                                    -----------   ------------   ------------

Balances, December 31, 1998          14,079,260    16,955,765      (2,709,093)
Issuance of stock for cash
  purchased by employees                  1,152                         1,200
Issuance of stock in exchange
  for services                           9,600                         10,000
Issuance of common stock for
  conversion of debts                   195,555                       205,923
Issuance of stock to employee
  for compensation                       2,400                          2,600
Issuance of stock to directors
  for compensation                       1,980                          2,160
Conversion of series C stock
  preferred stock to common
Net Income                                            304,015         304,015
                                    -----------   ------------   ------------

Balances, December 31, 1999         $14,289,947  $(16,651,750)   $ (2,183,195)
                                    ===========  ============    ============
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 35 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:

United States Antimony Corporation and Subsidiary
Notes to Consolidated Financial Statements

1.    Background of Company and Basis of Presentation:

      AGAU Mines, Inc., predecessor of United States Antimony
Corporation ("USAC" or "the Company"), was incorporated in June
1968 as a Delaware Corporation to mine gold and silver. USAC was
incorporated in Montana in January 1970 to mine and produce
antimony products. In June 1973, AGAU Mines, Inc.  was merged into
USAC. In December 1983, the Company suspended its antimony mining
operations when it became possible to purchase antimony raw
materials more economically from foreign sources.

      The principal business of the Company has been the production
and sale of antimony products.  Up until the first quarter of 1999
the Company sold its products pursuant to a profit sharing
agreement with affiliated chemical sales companies.  On March 31,
1999, the company terminated the agreement and started selling  its
products independently.

      The Company had acquired 50% interest in United States
Antimony, Mexico S.A. de C.V. ("USAMSA") to mine, mill and produce
antimony metal and other related products from certain states in
Mexico. At December 31, 1999, the Company had invested $111,088 in
plant and equipment in Mexico.

      The financial statements have been prepared on a going concern
basis which assumes realization of assets and liquidation of
liabilities in the normal course of business. At December 31, 1999,
the Company has negative working capital of approximately $1.14
million,  an accumulated deficit of approximately $16.7 million and
a total stockholders' deficit of approximately $2.2 million. These
factors, among others, indicate that there is substantial doubt
that the Company will be able to meet its obligations and continue
in existence as a going concern. The financial statements do not
include any adjustments that may be necessary should the Company be
unable to continue as a going concern.

      To improve the Company's financial condition, the following
actions have been initiated or taken by management:

      *     In March 1999, the Company notified its sales affiliate,
Basic Chemical Systems ("BCS"), that it was terminating certain
operating agreements with BCS relating to the marketing and sales
of antimony products.  In connection with the cancellation, the
Company began acting independently in the production and sale of
antimony products.

      *     During 1999 the Company  procured financing  from an
accounts receivable factoring institution to supplement operating
capital and fund its antimony product sales efforts.

      *     In 1999 and 1998, the Company devoted substantial efforts
to the research and development of new antimony products and
applications.  These efforts have resulted in advances in the
Company's preparation, packaging, and quality of the antimony
products it delivers  to customers.  The Company believes that it
will be able to stay competitive in the antimony business and
generate increasing profits  because of these advances.

      *     In 1999, the Company converted debts totaling $826,736 in
principal and accrued interest into common stock of the company.
                                    - 36 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
1.    Background of Company and Basis of Presentation,
Continued:

      *     In 1998, the Company generated $75,000 through sales of
300,000 shares of unregistered common stock and warrants to
existing shareholders.  The Company plans to raise additional
equity funding through additional stock sales in 2000. However,
there can be no assurance that the Company will be able to
successfully raise additional capital through  the sale of its
stock.

      The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

2.    Concentration of Risk:

      The Company purchases the majority of its raw antimony used in
the production of finished antimony products from Chinese producers
through metal brokers.  If the supply of antimony from China is
reduced, it is possible that the Company's antimony product
operations could be adversely affected. During the years ended
December 31, 1999 and 1998, 20% and 19%, respectively, of the
Company's revenues from antimony products were from sales to one
customer.

      Many of the Company's competitors in the antimony industry
have substantially more capital resources and market share than the
Company. Therefore, the Company's ability to maintain its market
share can be significantly affected by factors outside of the
Company's control.

      The Company's revenues from antimony sales are strongly
influenced by world prices for such commodities, which fluctuate
and are affected by numerous factors beyond the Company's control,
including inflation and worldwide forces of supply and demand. The
aggregate effect of these factors is not possible to accurately
predict.

3.    Summary of Significant Accounting Policies:

      Principles of Consolidation

      The Company's consolidated financial statements also include
the accounts of United States Antimony Montana ("USAM") a wholly
owned subsidiary.  Intercompany balances and transactions are
eliminated in consolidation.  The Company accounts for its
investment interest in its 50% foreign-owned entity USAMSA by the
equity method.

      Restricted Cash

      Restricted cash consists of cash held for investment in USAMSA
and reclamation performance bonds.

      Inventories

      Inventories at December 31, 1999 and 1998, consisted of
ownership in antimony metal, metal in process and finished goods
that are stated at the lower of first-in, first-out cost or
estimated net realizable value. Since the Company's inventory is a
commodity with a sales value that is subject to world prices for
antimony that are beyond the Company's control, a significant
change in the world market price of antimony could have a
significant effect on the net realizable value of inventories.

                                    - 37 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
3.    Summary of Significant Accounting Policies, Continued:

      Properties, Plants and Equipment

      Production facilities and equipment are stated at the lower of
cost or estimated net realizable value and are depreciated using
the straight-line method over their estimated useful lives (five to
fifteen years). Vehicles and office equipment are stated at cost
and are depreciated using the straight-line method over estimated
useful lives of three to five years. Maintenance and repairs are
charged to operations as incurred. Betterments of a major nature
are capitalized. When assets are retired or sold, the costs and
related accumulated  depreciation are eliminated from the accounts
and any resulting gain or loss is reflected in operations.

      Management of the Company periodically reviews the net
carrying value of all of its properties on a property-by-property
basis. These reviews consider the net realizable value of each
property to determine whether a permanent impairment in value has
occurred and the need for any asset write-down. The Company
considers current metal prices, cost of production, proven and
probable reserves and salvage value of the property and equipment
in its valuation.

      Management's estimates of metal prices, operating capital
requirements and reclamation costs are subject to risks and
uncertainties of change affecting the recoverability of the
Company's investment in its properties, plants and equipment.
Although management has made its best estimate of these factors
based on current conditions, it is reasonably possible that changes
could occur in the near term which could adversely affect
management's estimate of net cash flows expected to be generated
from its properties, and necessitate asset impairment write-downs.

      The Company has adopted the provisions of Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of." SFAS No. 121 requires that an
impairment loss be recognized when the estimated future cash flows
(undiscounted and without interest) expected to result from the use
of an asset are less than the carrying amount of the asset.
Measurement of an impairment loss is based on the estimated fair
value of the asset if the asset is expected to be held and used.

      Reclamation and Remediation

      All of the Company's operations are subject to reclamation and
closure requirements. Minimum standards for mine reclamation have
been established by various governmental agencies. Costs are
estimated based primarily upon environmental and regulatory
requirements and are accrued and charged to expense over the
expected economic life of the operation using the units-of-
production method. The liability for reclamation is classified as
current or noncurrent based on the expected timing of expenditures.
   Closure costs are not accrued for mines on a care-and-
maintenance basis until, if and when a decision to close the mine
is made.

      The Company accrues costs associated with environmental
remediation obligations when it is probable that such costs will be
incurred and they are reasonably estimable. Costs of future
expenditures for environmental remediation are not discounted to
their present value. Such costs are based on management's current
estimate of amounts that are expected to be incurred when the
remediation work is performed within current laws and regulations.
The Company has restricted cash balances that have been provided to
ensure performance of its reclamation obligations.

                                    - 38 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:

3.    Summary of Significant Accounting Policies, Continued:

      Reclamation and Remediation, Continued:

      It is reasonably possible that, due to uncertainties
associated with defining the nature and extent of environmental
contamination, application of laws and regulations by regulatory
authorities, and changes in remediation technology, the ultimate
cost of remediation and reclamation could change in the future. The
Company continually reviews its accrued liabilities for such
remediation and reclamation costs as evidence becomes available
indicating that its remediation and reclamation liability has
changed.

      Income Taxes

      The Company records deferred income tax liabilities and assets
for the expected future income tax consequences of events that have
been recognized in its financial statements. Deferred income tax
liabilities and assets are determined based on the temporary
differences between the financial statement carrying amounts and
the tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the temporary differences are expected
to reverse.

      Revenue Recognition

      Sales of antimony products are recorded upon shipment to the
customer.

      Income (Loss) Per Common Share

      The Company accounts for its income (loss) per common share
according to the Statement of Financial Accounting Standards No.
128 ("SFAS No. 128,") "Earnings Per Share".  Under the provisions
of SFAS No. 128, primary and fully diluted earnings per share are
replaced with basic and diluted earnings per share.  Basic earnings
per share is arrived at by dividing net income (loss) available to
common stockholders by the weighted average number of common shares
outstanding, and does not include the impact of any potentially
dilutive common stock equivalents.  The diluted earnings per share
calculation is arrived at by dividing net income (loss) by the
weighted average number of shares outstanding, adjusted for the
dilutive effect of outstanding stock options, the conversion impact
of convertible preferred stock, and shares issuable under warrants
and other contracts.

      During 1999 and 1998,  the Company had outstanding common
stock warrants that were exercisable at prices higher than the
average trading value of the Company's stock and, therefore,
antidilutive.  Accordingly, the warrants have no effect on the
calculation of basic or diluted weighted average number of shares.
At December 31, 1999 and 1998, the Company had 205,996 and
2,560,762, shares respectively, of Series C preferred stock that
were outstanding.  The Series C preferred stock is convertible into
common stock of the Company and considered in the calculation of
diluted weighted average number of  shares outstanding during 1999
and 1998.

      Stock-Based Compensation

      The Company recognizes compensation expense for employees and
directors awarded stock as compensation based upon the market value
of stock awarded at the time of the award.

                                    - 39 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
3.    Summary of Significant Accounting Policies, Continued:

      Recent Accounting Pronouncements

      In June 1998, Statement of Financial  Accounting Standards No.
133 ("SFAS No. 133"), "Accounting for  Derivative Instruments and
Hedging Activities" was issued. SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including
certain derivative instruments embedded in  other   contracts
(collectively referred to as derivatives), and for hedging
activities. It  requires that an entity recognize all derivatives
as either assets or liabilities in the balance sheet and measure
those instruments at fair value. SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after  June 15, 1999,
however, earlier application of all of the provisions of this
statement is encouraged as of  the beginning on any fiscal quarter.
The Company believes the adoption of this standard will not have a
material impact its financial position or results of operations.

      In April 1998, Statement of Position 98-5 ("SOP   98-5"),
"Reporting on the Costs of Start-up Activities"  was issued.  SOP
98-5 provides guidance on the financial reporting of start-up costs
and organizational    costs. It requires costs of start-up
activities and organizational costs to be expensed as incurred.
During 1999, the Company expensed  $8,590 of organizational costs
that had previously been capitalized relating to its investment in
USAMSA.  No cumulative effect of a change in accounting principle
was recognized, however, due to the immateriality of the amount.
If a cumulative effect had been recognized,  accumulated deficit at
December 31, 1998 would have been increased by $8,590.

4.    Sales of Accounts Receivable:

      The Company sells the majority of its accounts receivables to
a company pursuant to the terms of a factoring agreement entered
into on March 30, 1999.  According to the terms of the agreement
the receivables are sold with full recourse and the Company assumes
all risks of collectibility.  The performance of all obligations
and payments to the factoring company is personally guaranteed by
John C. Lawrence, the Company's president and director.  As
consideration for Mr. Lawrence's guarantee, the Company granted a
mortgaged security interest to Mr. Lawrence collateralized by the
Company's real and personal property.  In addition, Mr. Lawrence
was granted 250,000 warrants to purchase common stock of the
Company exercisable at $0.25 per share (See Note 10).

      The Company maintains an allowance for doubtful accounts
receivable based upon the expected collectibility of all trade
receivables.  The allowance for doubtful accounts was $50,000 at
December 31, 1999.  The factoring agreement requires that the
Company pay 4% of the face amount of the receivables sold up to
$1,200,000, and 2% of the face amount of receivables sold
thereafter as a financing fee.  Financing fees paid by the Company
during the year ended December 31, 1999 totaled $106,742 and were
recorded in the cost of antimony production.  At December 31, 1999,
net accounts receivable of  $3,909,774 had been sold under the
agreement, and were reflected as reductions of accounts receivable.
Proceeds from the sales were used to fund inventory purchases and
operating expenses.  The agreement is for a term of one year with
automatic renewal for additional one-year terms.  The Company's
sales of accounts receivable qualify as sales under the provisions
of Statement of Financial Standards No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities."
                                    - 40 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:

5.    Properties, Plants and Equipment:

      The major components of the Company's properties, plants and
equipment at December 31, 1999 and 1998 were as follows:


<TABLE>
<CAPTION>
<S>         <C>                                <C>               <C>
                                               1999              1998


            Gold mill and equipment(1)         $   37,890        $    37,890
            Gold mining equipment(1)            1,265,392          1,265,392
            Antimony mining buildings
              and equipment(2)                    168,746            168,746
            Antimony mill and equipment(2)        518,190            518,190
            Chemical processing and
              office buildings                    255,447            225,313
            Chemical processing equipment         852,811            837,256
            USAMSA(3) plant and equipment         111,088             99,098
            Other                                  76,955             66,807
                                               ----------        -----------
                                                3,286,519         3,218,692
Less accumulated depreciation and depletion     2,834,014        (2,703,300)
                                               ----------        -----------
                                               $  452,505        $  515,392
                                               ==========        ===========

</TABLE>

(1)   The Company has removed the mill at Yankee Fork and some of
the mining and milling equipment as part of the reclamation
process. Substantially all of the remaining assets are fully
depreciated.

(2)   At December 31, 1999 and 1998, substantially all of these
assets are fully depreciated and the antimony milling buildings and
equipment are idle.

(3)   Amount represents the Company's expenditures for USAMSA plant
and equipment located in Mexico (see Note 1).

6.    Judgments Payable:

      At December 31, 1999 and 1998, the Company owed the following
judgments payable:

<TABLE>
<CAPTION>
<S>                                            <C>               <C>
                                               1999              1998

Internal Revenue Service in collection
of former legal counsel's
  Bankruptcy estate                            $  40,645(1)      $   37,986
Geosearch, Inc. (see Note 10)                                       126,098
                                               ---------         ----------
                                               $  40,645         $  164,084
                                               =========         ==========

</TABLE>

      (1)   Includes interest at the Federal Judgment Rate, which
approximated 6       % during 1999 and 1998. The amount is
collateralized by certain equipment.

                                    - 41 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
7.    Due to Related Parties:

      Amounts due to related parties at December 31, 1999 and 1998
were as follows (see Note 13).

<TABLE>
<CAPTION>
<S>                                            <C>               <C>
                                               1999              1998

Entity owned by John C. Lawrence, president
  and director                                 $    788          $   2,227
John C. Lawrence, president and director          7,340              2,485
Walter L. Maguire, Jr., a former director (1)    34,713             32,923
                                               --------          ---------
                                               $ 42,841          $  37,635
                                               ========          =========

</TABLE>

      (1)   Interest accrues on the original principal balance
advanced at 10% per annum.

Transactions affecting the payable to Mr. Lawrence during 1999 and
1998 were as follows:

<TABLE>
<CAPTION>
<S>                                            <C>               <C>
                                               1999              1998

Balance, beginning of year                     $  2,485          $     -0-
Equipment rental charges                         30,616             38,865
Payments                                        (25,761)           (36,380)
                                               --------          ---------
Balance, end of year                           $  7,340          $   2,485
                                               ========          =========

</TABLE>

8.    Notes Payable to Bank:

Notes payable to First State Bank of Thompson Falls, Montana
("First State Bank") at December 31, 1999 were as follows:

Five-year term note bearing interest at 10.5%;
payable monthly equal to 1.5% of receipts from
all Company sales, up to $5,375 per month; due in
full April 2, 2004; collateralized by certain
equipment and patented and unpatented mining claims
in Sanders County, Montana; personally guaranteed
by John C. Lawrence, (president and director).                   $210,116

Note payable under a $50,500 revolving line-of-credit
agreement bearing interest at 10.5%; collateralized
by certain equipment and patented and unpatented
mining claims in Sanders County, Montana; principal
and accrued interest due at maturity on April 2, 2000;
personally guaranteed by John C. Lawrence.                         34,259

Note payable under a $85,050 revolving line-of-credit
agreement bearing interest at 11%; collateralized
by certain equipment and patented and unpatented
mining claims in Sanders County, Montana; principal
and accrued interest due at maturity on February
15, 2000; personally guaranteed by John C. Lawrence.               71,342

Note payable under a revolving line-of-credit
agreement bearing interest at 11%; collateralized
by certain equipment and patented and unpatented
mining claims in Sanders County, Montana; principal
and interest due at maturity on January 2, 2000;
personally guaranteed by John C. Lawrence.                         10,248
                                                                 --------
                                    - 42 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
8.    Notes Payable to Bank, Continued:

      Total                                                       325,965
      Less current portion                                        160,395
                                                                 --------
      Noncurrent portion                                         $165,570
                                                                 ========

Based on the interest rates in effect at December 31, 1999,
principal payments on the notes payable to bank are due as follows:


            Year Ending
            December 31,
            ------------

            2000              $160,395
            2001                49,455
            2002                54,905
            2003                61,210
                              --------
                              $325,965
                              ========

9.    Note Payable to Bobby C. Hamilton:

      The Company owed Bobby C. Hamilton ("Hamilton"), a
stockholder, an unsecured note payable of $1,538,381 and $1,595,559
at December 31, 1999 and 1998, respectively.  The obligation arose
from the settlement of litigation brought against Hamilton by the
Company in 1995.  The original terms for repayment of the note
included the payment of principal and interest at 7.5% per annum
equal to 10% of the gross sales of the Company's operations, with
a minimum total annual payment of principal and interest of
$150,000.

      In April 1999, the Company renegotiated the repayment terms
such that the note is payable equal to 4% of the gross sales of the
Company's operations with a minimum total annual payment of
principal and interest of $200,000.  Based on the minimum annual
payment requirement, principal payments on the Hamilton note
payable are due as follows:

            Year Ending
            December 31,
            ------------

            2000              $   87,596
            2001                  94,396
            2002                 101,724
            2003                 109,622
            2004                 118,132
            Thereafter         1,026,911
                              ----------
                              $1,538,381
                              ==========

      Interest expense paid to Hamilton, a stockholder, during the
years ended December 31, 1999 and 1998 was $117,755 and $127,957
respectively.

                                    - 43 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
10.   Stockholders' Deficit:

      Stock Warrants

      The Company's Board of Directors has the authority to issue
incentive stock warrants for the purchase of common stock to
directors and employees of the Company. The Company has also issued
warrants in exchange for services rendered the Company and in
settlement of certain litigation.

Transactions in stock warrants are as follows:

<TABLE>
<CAPTION>
<S>                           <C>        <C>               <C>
                              Number of                    Expiration
                              Warrants   Exercise Prices   Date
                              ---------  ---------------   ----------

Balance, December 31, 1997      894,356  $0.50-$0.80

Warrants issued in connection
with stock sale                 100,000  $0.50             (A)

Warrants issued in connection
with stock sale                 100,000  $0.25             (B)
                              ---------

Balance, December 31, 1998    1,094,356  $0.25-$0.80
Warrants issued to John C.
Lawrence, president and
director, in connection
with his personal guarantee
of a financing arrangement      250,000  $0.25             (C)

Warrants issued to a consultant as
compensation for services       100,000  $0.55             (D)

Warrants expired               (225,000) $0.50-$0.70

Balance, December 31, 1999    1,219,356  $0.25-0.80
                              =========  ===========
</TABLE>


      (A)   Of total warrants issued in these stock sales, 60,000 are
exercisable on or before February 17, 2001, and 40,000 are
exercisable on or before January 12, 2001.
      (B)   Warrants are exercisable on or before July 28, 2001.
      (C)   Warrants are exercisable for as long as Mr. Lawrence
personally guarantees certain company financing arrangements.
      (D)   Warrants are exercisable on or before August 30, 2002.

Issuance of Common Stock to Employees

      During 1999, the Company issued 20,000 shares of its
unregistered common stock to employees in recognition of their
service to the Company.  The Company accounts for stock issued to
employees as compensation in accordance with Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," and accordingly recognized compensation expense of
$2,600 based on upon the fair value of the unregistered shares
issued.

                                    - 44 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
10.   Stockholders' Deficit, Continued:

Issuance of Common Stock in Connection with Conversion of Debts

      In November 1999, the Company entered into a Settlement
Agreement and Release of all Claims ("the Agreement") with Ronald
Michael Meneo, Trustee of the Walter L. Maguire 1935-1 Trust ("the
Trust") and Walter L. Maguire Sr., beneficiary of the Trust and
stockholder and former director of the Company.  The Agreement
settled litigations brought by the Trust against the Company for
default on certain of the Company's debentures held by the Trust
and the resulting counterclaim against the Trust and Mr. Maguire by
the Company.  The Agreement called for the issuance of 790,909
shares of the Company's unregistered common stock to the Trust in
exchange for the extinguishment of all indebtedness claimed owing
to the Trust or Mr. Maguire.

      In connection with the issuance, the Company extinguished
$335,000 of debenture principal and $347,397 of related accrued
interest thereon. The Company recorded an extraordinary gain of
$534,101 on the extinguishment based upon the value of the
restricted shares issued at the time.

      In October 1999, the Company extinguished a debt due
Geosearch, Inc., a former lessor of a mining interest to the
Company, by issuing 245,852 shares of its unregistered common
stock. The debt extinguished totaled $144,339 of principal and
accrued interest.  The Company recorded an extraordinary gain of
$77,591 on the extinguishment based upon the value of the
restricted shares issued at the time.

Issuance of Common Stock for Cash

      During 1998, the Company sold 300,000 shares of its
unregistered common stock and warrants for $75,000.  Of total stock
sales made during the year ended  December 31, 1998, the Company
sold 200,000 shares of its unregistered common stock and warrants
to Walter L. Maguire Sr. and parties related to him for $50,000.
Mr. Maguire is a stockholder and was a director of the Company
until December 31, 1998.

Issuance of Common Stock in Exchange for Services

      During 1999, the Company issued 40,000 shares of its
unregistered common stock and 100,000 warrants to purchase shares
of common stock at $0.55 per share until August 3, 2000, to a
consultant in exchange for professional services rendered to the
Company.  These shares were valued at 75% of the market value of
the stock at the time they were issued.

      During 1999, the Company issued 23,491 shares of its
unregistered common stock to the grandson of Robert L. Rice, a
director and stockholder, in exchange for services rendered to the
Company.  The shares were valued at 75% of the market value of the
stock at the time they were issued, which approximated the value of
the services rendered.  The Company recognized the issuance during
the year ended December 31, 1998, since the services were provided
to the Company  prior to that date.

Issuance of Common Stock for Note Receivable

      During 1998, the Company issued Robert L. Rice, a director and
stockholder, 25,000 shares of its unregistered common stock in
exchange for a $5,000 note receivable.  The note was satisfied in
   1998     when Mr. Rice transferred certain equipment to the
company as payment (See Note 13).

                                    - 45 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
10.   Stockholders' Deficit, Continued:

Preferred Stock

      The Company's Articles of Incorporation authorize 10,000,000
shares of $.01 par value preferred stock. Subject to amounts of
outstanding preferred stock, additional shares of preferred stock
can be issued with such rights and preferences, including voting
rights, as the Board of Directors shall determine.

      During 1986, Series A restricted preferred stock was
established by the Board of Directors. These shares are
nonconvertible, nonredeemable and are entitled to a $1.00 per share
per year cumulative dividend. Series A preferred stockholders have
voting rights for directors only and a total liquidation preference
equal to $45,000 plus dividends in arrears. At December 31, 1999,
cumulative dividends in arrears amounted to $60,750, or $13.50 per
share.

      During 1993, Series B restricted preferred stock was
established by the Board of Directors and 1,666,667 shares were
issued in connection with the final settlement of litigation
related to the nonpayment of royalties under a sublease contract.
The Series B preferred stock has preference over the Company's
common stock and Series A preferred stock, has no voting rights and
is entitled to cumulative dividends of $.01 per share per year.
In the event of dissolution or liquidation of the Company, the
preferential amount payable to Series B restricted preferred
stockholders is $1.00 per share plus dividends in arrears. No
dividends have been declared or paid with respect to the Series B
preferred stock. In 1995, 916,667 shares of Series B preferred
stock were surrendered to the Company in connection with the
settlement of litigation against Bobby C. Hamilton. At December 31,
1999, cumulative dividends in arrears were $45,000, or $0.06 per
share.

      During 1997, the Company issued 2,560,762 shares of Series C
preferred stock in connection with the conversion of certain debts
owed by the Company. The rights, preferences, privileges and
limitations of the Series C preferred shares issued upon conversion
of debt are set forth below:

      Designation.  The class of Convertible Preferred Stock, Series
C, $0.01 par value per share, shall consist of up to 3.8 million
shares of the Company.

      Optional Conversion.  A holder of Series C preferred shares
shall have the right to convert the Series C shares, at the option
of the holder, at any time within 18 months following issuance,
into shares of common stock at the ratio of 1:1, subject to
adjustment as provided below.

      Voting Rights.  The holders of Series C preferred shares shall
have the right to that number of votes equal to the number of
shares of common stock issuable upon conversion of such Series C
preferred shares.

      Liquidation Preference.  In the event of any liquidation or
winding up of the Company, the holders of Series C preferred shares
shall be entitled to receive as a preference over the holders of
common stock an amount per share equal to $0.55, subject to the
preferences of the holders of the Company's outstanding Series A
and Series B preferred stock.

                                    - 46 -
<PAGE>

    Notes to Consolidated Financial Statements, Continued:
10.   Stockholders' Deficit, Continued:

      Preferred Stock, Continued:

      Registration Rights.  Twenty percent (20%) of the underlying
common stock issuable upon conversion of the Series C preferred
shares shall be entitled to "piggyback" registration rights when,
and if, the Company files a registration statement for its
securities or the securities of any other stockholder.

      Redemption.  The Series C preferred shares are not redeemable
by the Company.

      Antidilution Provisions.  The conversion price of the Series
C shares shall be subject to adjustments to prevent dilution in the
event that the Company issues additional shares at a purchase price
less than the applicable conversion price (other than shares issued
to employees, consultants and directors pursuant to plans and
arrangements approved by the Board of Directors, and securities
issued to lending or leasing institutions approved by the Board of
Directors).  In such event, the conversion price shall be adjusted
according to a weighted-average formula, provided that a holder of
Series C shares purchases his pro rata share of the securities
being sold in the dilutive financing.  The initial conversion price
for the Series C shares is $0.55.

      Protective Provisions.  The consent of a majority interest of
the holders of Series C preferred shares shall be required for any
action which (i) alters or changes the rights, preferences or
privileges of the Series C shares materially and adversely; or (ii)
creates any new class of shares having preference over or being on
a parity with the Series C shares.

      During 1999, holders of 2,354,766 shares of Series C shares
converted their shares into common stock of Company.  At December
31, 1999,  205,996 shares of Series C preferred stock remained
outstanding.

11.   Income Taxes:

The components of the deferred tax assets and liabilities at
December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
<S>                                 <C>              <C>

                                    1999             1998

Net operating losses                $2,560,645       $2,646,065
Properties, plants and equipment        32,996           19,979
Reclamation costs                      106,993          171,112
Allowance for doubtful accounts         17,000
                                    ----------       ----------
Total deferred tax assets            2,717,634        2,837,156
Less valuation allowance            (2,717,634)      (2,837,156)
                                    ----------       ----------
                                    $        0       $        0
                                    ==========       ==========

</TABLE>

      Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," requires that a valuation allowance
be provided if it is more likely than not that some portion or all
of a deferred tax asset will not be realized. Although the Company
has significant deferred tax assets, principally in the form of net
operating loss carryforwards, its ability to generate future
taxable income to realize the benefit of these assets will depend
primarily the attainment of a consistent level of overall
profitability from operations.

                                    - 47 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
11.   Income Taxes, Continued:

      The market, capital and environmental factors associated with
realizing this goal are considerable and uncertain. Therefore,
management believes that a full valuation allowance of the net
deferred tax assets is appropriate at December 31, 1999 and 1998.
However, if estimates of future taxable income change, the
valuation allowance could change in the future.

      The change in the valuation allowance for the years ended
December 31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
<S>                                                  <C>

Balance, December 31, 1997                           $2,597,891
   Increase due to non-utilization of net operating loss
   carry forward                                        239,265
                                                     ----------

Balance, December 31, 1998                            2,837,156
   Decrease due to utilization of net operating loss
   carry forward                                       (119,522)
                                                     ----------
Balance, December 31, 1999                           $2,717,634
                                                     ==========
</TABLE>

      During the year ended December 31, 1999, the Company utilized
approximately $251,000 of  net operating losses for federal income
tax purposes.

      At December 31, 1999, the Company had the following regular
tax basis net operating loss carryforward.

                  Expiring in
                  -----------

                  2000        $2,220,180
                  2001           916,998
                  2002           715,731
                  2003           866,362
                  2004           568,416
                  2005           715,049
                  2006           512,877
                  2007           154,235
                  2011           394,788
                  2018           466,672
                              ----------
                              $7,531,308
                              ==========

      At December 31, 1999, the Company had net operating loss
carryforward for alternative minimum tax purposes of approximately
$7.1 million.

                                    - 48 -
<PAGE>

   Notes to Consolidated Financial Statements, Continued:

12.   Loss Per Common Share:

      The following table presents a reconciliation of the
numerators and denominators of the basic and diluted earnings per
share ("EPS") computations for the years ended December 31, 1999
and 1998:

<TABLE>
<CAPTION>
<S>                           <C>              <C>         <C>

                                               1999
                              ------------------------------------------------
                                                           Per Share
                              Loss             Shares      Amounts
                              ----             ------      ---------
Basic EPS:                    $(307,677)       14,597,917  $(0.02)
Net loss before extra-
ordinary item

Effect of Dilutive Securities
Common stock warrants (1)
Series C preferred stock (2)                      240,059    Nil
                              ---------        ----------  ------
Diluted EPS:
Net loss before extra-
ordinary item                 $(307,677)       14,837,976  $(0.02)
                              ==========       ==========  =======

<S>                           <C>              <C>         <C>
                                               1998
                              ------------------------------------------------
                                                           Per Share
                              Loss             Shares      Amounts
                              ----             ------      ---------

Basic EPS:                    $(468,427)       13,309,379  $(0.04)
Net loss before extra-
ordinary term

Effect of Dilutive Securities
Common stock warrants (1)
Series C preferred stock (2)                    2,594,825    0.01
                              ---------        ----------  ------
Diluted EPS:
Net loss before extra-
ordinary item                 $(468,427)       15,904,204  $(0.03)
                              ==========       ==========  =======

</TABLE>

      (1)   Common stock warrants totaling 1,219,356 and 1,094,356
outstanding during 1999 and 1998, respectively,  were not included
in the computation of diluted EPS at December 31, 1999 or 1998
because the various exercise prices of the warrants were greater
than the average market price of the Company's common stock.

      (2)   Series C preferred stock is convertible into common stock
of the company on a share-for-share  basis.  The effect on the
computation of diluted weighted average shares outstanding is based
upon the potential conversion of the shares into common stock for
the period of time the preferred shares were outstanding and the
effect of Series C preferred stock anti-dilution provisions.

                                    - 49 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
13.   Related-Party Transactions:

      In addition to transactions described in Notes 4, 7, 9, and
10 during 1999 and 1998, the  Company had the following
transactions with related parties:

      *     During 1999 and 1998, the Company issued 18,000 shares of
its unregistered common stock to certain members of the Board of
Directors for their duties as directors. The issuance represented
an award of 6,000 shares per year per director eligible to receive
the award.  The issuances have been recorded in the consolidated
financial statements as if they were issued in the year they were
earned. The stock awards were recorded as compensation expense
(director's fees) based upon the estimated value of the stock at
the date of issuance.

      *     At December 31, 1999, the Company owed Walter L. Maguire,
Jr., a stockholder and former director, $34,713 for amounts
advanced to the Company by Mr. Maguire. Annual interest expense
related to these notes was  $1,790 for both 1999 and 1998.   In
1996, a company controlled by Mr. Maguire sold the Company
packaging materials at a cost of $32,066. At December 31, 1999, the
Company owed Mr. Maguire's company $5,497 (included in accounts
payable), representing the unpaid balance on this purchase.

      *     During 1998, Robert L. Rice, a director and stockholder,
exchanged certain equipment for a $5,000 note receivable due the
Company.

      *     In February 1999, the Board of Directors nominated Leo
Jackson to serve as a director in the place of Walter L. Maguire,
Sr., who had resigned from the Board on December 31, 1998.  Mr.
Jackson is a stockholder of the Company and owns 31.4% of
Production Minerals Inc., a company that has an indirect interest
of 25% in the stock of USAMSA.  (See Note 1)

14.   Commitments and Contingencies:

      Until 1989, the Company mined, milled and leached gold and
silver in the Yankee Fork Mining District in Custer County, Idaho.
The metals were recovered by a 150-ton per day gravity and
flotation mill, and the concentrates were leached with cyanide to
produce a bullion product at the Preachers Cove mill, which was
located six miles north of Sunbeam, Idaho on the Yankee Fork of the
Salmon River. In 1994, the U.S. Forest Service, under the
provisions of the Comprehensive Environmental Response Liability
Act of 1980 (CERCLA), designated the cyanide leach plant as a
contaminated site requiring cleanup of the cyanide solution. The
Company has been reclaiming the property and as of December 31,
1999, the cyanide solution discharge was complete, the mill
removed, and a majority of the cyanide leach residue disposed of.
In 1996, the Idaho Department of Environmental Quality requested
that the Company sign a consent decree related to completing the
reclamation and remediation at the Preachers Cove mill, which the
Company signed in December 1996. The Company anticipates having
reclamation at the property completed in 2000.

      The Company has accrued amounts on its balance sheet that it
believes to be representative of future costs required to fully
reclaim the property.

                                    - 50 -
<PAGE>
    Notes to Consolidated Financial Statements, Continued:
14.   Commitments and Contingencies, Continued:

      The Company also has environmental remediation obligations at
its antimony production facility near Thompson Falls, Montana and
its abandoned gold mining property (Yellow Jacket) in Lemhi County,
Idaho.  The Company has accrued amounts on its balance sheet that
it estimates will be adequate to fulfill these obligations at
December 31, 1999.  During 1999 substantial reclamation work was
performed at both of these sites.


15.   Fair Value of Financial Instruments:

      The following disclosure of the estimated fair value of
financial instruments is made in accordance with the requirements
of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments." The
estimated fair value amounts have been determined using available
market information and appropriate valuation methodologies.
However, considerable judgment is required to interpret market data
and to develop the estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of the
amounts the Company could realize in a current market exchange.

      The carrying amounts for cash, restricted cash, accounts
receivable, accounts payable and accrued expenses are a reasonable
estimate of their fair values. The fair value of amounts due to
related parties and judgments payable approximate their carrying
values of $42,841 and $40,645, respectively, at December 31, 1999,
and $37,635 and $164,084, respectively, at December 31, 1998, based
upon the contractual cash flow requirements.

      It is not practicable to estimate the fair value of the
$1,538,381 note payable to Bobby C. Hamilton. The payments are
based upon future revenues, which are uncertain. There are no
similar financial instruments in the market to which the value can
be compared.


                                    - 51 -
<PAGE>

United States Antimony Corporation and Subsidiary
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
<S>   <C>                                      <C>               <C>
                                               (Unaudited)
                                               June 30,          December 31,
                                               2000              1999
                                               ------------      -----------
                                    ASSETS
Current assets:
  Restricted cash                              $        230      $       227
  Inventories                                       220,189          276,599
  Accounts receivable, less allowance
  for doubtful accounts of $30,000 and $50,000       69,962           60,205
  Prepaid expenses                                    6,747
                                               ------------      -----------
      Total current assets                          292,128          337,031

Properties, plants and equipment, net               421,584          452,505
Restricted cash for reclamation bonds               171,816          178,986
Other assets                                        100,000
                                               ------------      -----------
      Total assets                             $    985,528      $   968,522
                                               ============      ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Checks issued and payable                    $     58,293      $    45,544
  Accounts payable                                  532,208          467,596
  Accrued payroll and property taxes                255,501          263,667
  Accrued payroll and other                          65,722           97,751
  Judgments payable                                  42,067           40,645
  Accrued interest payable                           14,640           14,640
  Due to related parties                            101,632           42,841
  Notes payable to bank, current                    146,876          160,395
  Note payable to Bobby C. Hamilton, current                          87,596
  Current debentures payable                        600,000
  Accrued reclamation costs, current                220,700          256,000
                                               ------------      -----------
      Total current liabilities                   2,037,639        1,476,675

Notes payable to bank, noncurrent                   232,935          165,570
Note payable to Bobby C. Hamilton, noncurrent                      1,450,785
Accrued reclamation costs, noncurrent                58,687           58,687
                                               ------------      -----------
      Total liabilities                        $  2,329,261      $ 3,151,717
                                               ------------      -----------
Commitments and contingencies

Stockholders' deficit:
  Preferred stock, $.01 par value,
  10,000,000 shares authorized:
    Series A: 4,500 shares issued
      and outstanding                                    45               45
    Series B: 750,000 shares issued
      and outstanding                                 7,500            7,500
    Series C: 205,996 shares issued
      and outstanding                                 2,060            2,060
  Common stock, $.01 par value,
  20,000,000 shares authorized;
  17,725,252 and 16,900,252 shares
  issued and outstanding                            177,252          169,003
  Additional paid-in capital                     14,595,323       14,289,947
  Accumulated deficit                           (16,125,913)     (16,651,750)
                                               ------------      -----------
      Total stockholders' deficit                (1,343,733)      (2,183,195)
                                               ------------      -----------
      Total liabilities and
      stockholders' deficit                    $    985,528      $   968,522
                                               ============      ===========

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 52 -
<PAGE>


United States Antimony Corporation and Subsidiary
Consolidated Statements of Operations
for the three and six-month periods ended June 30, 2000 and
June 30, 1999 (Unaudited)

<TABLE>
<CAPTION>

<S>   <C>               <C>            <C>           <C>          <C>

                        Three Months Ended           Six Months Ended
                        June 30,                     June 30,
                        --------------------------    -----------------------
                        2000           1999          2000         1999
                        -----------    -----------   -----------  ----------
Revenues:

Sales of antimony
  products and other    $ 1,190,413    $ 1,533,620   $ 2,363,463  $2,223,922
                        -----------    -----------   -----------  ----------

Antimony production
  costs                     995,888      1,089,553     1,844,043   1,076,928
Freight and delivery
  costs                     142,363        96,180        243,977      96,180
                        -----------    -----------   -----------  ----------
                          1,138,251      1,185,733     2,088,020   1,803,108
                        -----------    -----------   -----------  ----------

Gross profit                 52,162       347,887        275,443     420,814

Operating expenses:
      Care, maintenance,
       and reclamation-
       Yellow Jacket         50,105         4,906         77,906      43,770
      Exploration and
       evaluation-Yellow
       Jacket                              11,926                     45,198
      Sales expense          84,286        63,960        194,351      63,960
      General and
       administrative
       expenses              91,351        81,588        269,195     143,708
                        -----------    -----------   -----------  ----------
                            225,742       163,380        541,452     296,636
                        -----------    -----------   -----------  ----------
Other expenses (income):
      Gain from accrued
       reclamation costs
       adjustment                         (35,000)                   (35,000)
      Gain from accounts
       payable adjustment                                            (16,440)
      Accounts receivable
       factoring expense     24,827        52,012         49,288      52,012
      Interest expense       40,129        64,930         81,239     116,072
      Interest income        (2,507)       (2,311)        (4,647)     (4,657)
                        -----------    -----------   -----------  ----------
                             62,449        79,631        125,880     111,987
                        -----------    -----------   -----------  ----------
      Net income (loss)
       before extra-
       ordinary item       (236,029)      105,876       (391,889)     12,191

Extraordinary gain on
  settlement of debt        917,726                      917,726
                        -----------    -----------   -----------  ----------
Net income              $   681,697    $   105,876   $   525,837  $   12,191
                        ===========    ===========   ===========  ==========

Basic net income (loss)
  per share of common
  stock
      Before extra-
       ordinary item    $      (.01)                 $     (0.02)
      Extraordinary
       item                    0.05                         0.05
                        -----------    -----------   -----------  ----------
      Net income
       (loss)           $      0.04    $      0.01   $      0.03       Nil
                        ===========    ===========   ===========  ==========

Diluted net income
  (loss) per share of
  common stock
      Before extra-
       ordinary item    $      (.01)                 $     (0.02)
      Extraordinary
       item                    0.05                         0.05
                        -----------    -----------   -----------  ----------
      Net income
       (loss)           $      0.04    $      0.01   $      0.03       Nil
                        ===========    ===========   ===========  ==========

Basic weighted average
  shares outstanding     17,684,126     13,450,725    17,257,572  13,445,076
                        ===========    ===========   ===========  ==========

Diluted weighted average
  shares outstanding     17,684,126     16,045,550    17,257,572  16,039,901
                        ===========    ===========   ===========  ==========

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 53 -
<PAGE>


United States Antimony Corporation and Subsidiary
Consolidated Statements of Cash Flows
for the six-month periods ended June 30, 2000 and 1999 (Unaudited)

<TABLE>
<CAPTION>
<S>   <C>   <C>                                <C>               <C>
                                               June 30,          June 30,
                                               2000              1999
                                               ------------      -----------

Cash flows from operating activities:
  Net income                                   $    525,837      $    12,191
  Adjustments to reconcile net loss to
  net cash provided by (used in) operations:
      Depreciation                                   66,000           62,623
      Extraordinary gain on settlement of
        debt                                       (917,726)
      Provision for doubtful accounts               (20,000)
      Issuance of common stock for
        consulting services                          78,000
      Issuance of stock to employees as
        compensation                                                   1,050
      Gain from accrued reclamation costs
        adjustment                                                   (35,000)
      Gain from accounts payable adjustment                          (16,440)
      Change in:
            Restricted cash                              (3)              (1)
            Inventories                              56,410          (62,979)
            Accounts receivable                      10,243         (215,409)
            Prepaid expenses                         (1,747)
            Other assets                           (100,000)
            Accounts payable                         64,612          240,996
            Restricted cash for reclamation bonds     7,170
            Accrued payroll and property taxes       (8,166)          54,709
            Accrued payroll and other               (32,029)          11,887
            Judgments payable                         1,422            1,151
            Accrued debenture interest payable                        13,250
            Due to related parties                  (11,209)          (5,228)
            Accrued reclamation costs               (35,300)         (47,537)
                                               ------------      -----------
              Net cash provided by
              (used in) operations                 (316,486)          15,263
                                               ------------      -----------
Cash flows from investing activities:
  Purchase of properties, plant
  and equipment                                     (35,079)         (45,732)
                                               ------------      -----------
              Net cash used in investing
              activities                            (35,079)         (45,732)
                                               ------------      -----------
Cash flows from financing activities:
  Proceeds from issuance of common
  stock and warrants                                155,000
  Proceeds from sale of convertible debentures      600,000
  Advances from related party                        70,000
  Proceeds from notes payable to bank                53,846          250,000
  Payments on notes payable to bank                                 (199,960)
  Increase in checks issued and payable              12,749            9,030
  Payments on note payable to
  Bobby C. Hamilton                                (540,030)         (28,601)
                                               ------------      -----------
              Net cash provided by
              financing activities                  351,565           30,469
                                               ------------      -----------

Net change in cash                                        0                0
Cash, beginning of period                                 0                0
                                               ------------      -----------
Cash, end of period                            $          0      $         0
                                               ============      ===========

Supplemental disclosures:
  Cash paid during the period for interest     $     79,159      $    86,591
                                               ============      ===========

  Noncash financing activities:
  Common stock issued as settlement for debt   $     80,625
                                               ============

</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                    - 54 -
<PAGE>

United States Antimony Corporation and Subsidiary
Notes to Consolidated Financial Statements (UNAUDITED)

1.    Basis of Presentation:

      The unaudited consolidated financial statements have been
prepared by the Company in accordance with generally accepted
accounting principles for interim financial information, as well as
the instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial  statements. In the opinion of the Company's
management, all adjustments (consisting of only normal recurring
accruals) considered necessary for a fair presentation of the
interim financial statements have been included. Operating results
for the six-month period ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the full year
ending December 31, 2000. Certain consolidated financial statement
amounts for the six-month period ended June 30, 1999,  have been
reclassified to conform to the 2000 presentation.  These
reclassifications had no effect on the net income or accumulated
deficit as previously reported.

      During the second quarter of 2000, the Company began
negotiations with the Estate of Bobby C. Hamilton to settle a note
payable owed the Estate (see Financial Condition and Liquidity).
Although the final closing of the settlement agreement did not take
place until July 2000, the Company has adjusted the June 30, 2000
consolidated financial statements to reflect the settlement of
debt, the extraordinary gain on the settlement, and the issuance of
debentures and common stock relating to the settlement.

      For  further information refer to the financial statements and
footnotes thereto in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1999.

2.    Commitments and contingencies:

      Until 1989, the Company mined, milled and leached gold and
silver in the Yankee Fork Mining District in Custer County, Idaho.
The metals were recovered by a 150-ton per day gravity and
flotation mill, and the concentrates were leached with cyanide to
produce a bullion product at the Preachers Cove mill, which is
located nine miles north of Sunbeam, Idaho on the Yankee Fork of
the Salmon River. In 1994, the U.S. Forest Service, under the
provisions of the Comprehensive Environmental Response Liability
Act of 1980 (CERCLA), designated the cyanide leach plant as a
contaminated site requiring cleanup of the cyanide solution. In
1996, the Company signed a consent decree with the Idaho Department
of Environmental Quality  relating to completing the reclamation
and remediation at the Preachers Cove mill. The Company believes
the cleanup will be complete sometime by 2001.

3.    Income (loss)  per common share:

      The diluted share base for the six months ended June 30, 2000,
excludes incremental shares relating to outstanding stock purchase
warrants and shares convertible from debentures.  These shares are
excluded due to their antidilutive effect as a result of the
Company's loss from continuing operations during the first six
months of 2000.

                                    - 55 -
<PAGE>

      The following table presents a reconciliation of the
numerators and denominators of the basic and diluted earnings per
share ("EPS") computations for the six-month periods ended June 30,
1999.

                                    June 30, 1999
                                    -------------


                                    Income           Shares            Amounts
                                    -------          ------            -------
Basic EPS:
  Loss                              $12,191          13,445,076        Nil
  Series C preferred stock (1)                        2,594,825
                                    -------          ----------        -------
Diluted EPS:
  Loss                              $12,191          16,039,901        Nil
                                    =======          ==========        =======

(1)  Series C preferred stock is convertible into common stock of
the company on a share-for-share basis.  The effect on the
computation of diluted weighted average shares outstanding is based
upon the potential conversion of the shares into common stock for
the period of time the preferred shares were outstanding and the
antidilutive provisions of the Series C shares.

                                    - 56 -
<PAGE>




                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 24.    INDEMNIFICATION OF DIRECTORS AND OFFICERS


Article X of the Company's Bylaws ("Bylaws") essentially adopts and
incorporates the mandatory and permissive indemnification
provisions of the Montana Business Corporation Act, specifically
Montana Code Annotated Sections 35-1-451 through 458.  The
following discussion of the Bylaws and Sections 35-1-451 through
35-1-458 is only a summary and is qualified in its entirety by the
full text of the Bylaws and the Montana statutes.

The Company is required to provide mandatory indemnification of
reasonable expenses of a director or officer who is "wholly
successful" in the defense of any proceeding to which he was a
party because he is or was a director or officer.  In addition, the
Company is authorized to indemnify, to the fullest extent permitted
by law, and (subject to receipt of the undertaking described below)
to advance expenses to any person who is or was a director or
officer of the Company, or was serving at the request of a
director, officer, employee or fiduciary of the Company, against
liabilities which may be incurred by such person by reason of (or
arising in part from) such capacity.  In the case of third-party
claims, the Company is authorized to indemnify directors and
officers against liability incurred by reason of being a director
or officer and (subject to receipt of the undertaking described
below) against expenses reasonably incurred in connection with any
action, suit or proceeding seeking to establish such liability, if
the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of
the corporation.  Similarly, in the case of actions by or in the
right of the corporation, indemnification of reasonable expenses
only is (subject to receipt of the undertaking described below)
authorized if the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interest of the corporation.  Indemnification is authorized with
respect to any criminal action or proceeding where, in addition to
satisfying the foregoing good faith and reasonable belief
standards, the director or officer has no reasonable cause to
believe that his conduct was unlawful.  A director or officer is
entitled to apply for court-ordered indemnification in view of all
the relevant circumstances even if the director or officer did not
meet the statutory standards of conduct or has been adjudged liable
to the Company or to have improperly received a personal benefit.


The Company's authorization to advance an officer's or director's
litigation expenses is conditioned on the officer or director
furnishing an undertaking to repay the advance in the event it is
determined that the acts of the officer or director were
unauthorized or improper.  The Company is permitted to procure
liability insurance on behalf of an officer, director or employee.




ITEM 25.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration of the
Shares of our common stock specified in this Prospectus and the
issuance of those Shares to the Selling Shareholders.  We will not
pay any selling commissions or discounts allocable to sales of
those Shares by any Selling Shareholder or any fees and
disbursements of counsel and other representatives of the Investors
or the Series C Holders, or any stock transfer taxes payable by
reason of any such sale.  The estimated expenses of registration
and issuance of the Shares to the Selling Shareholders are set
forth below.



                                     II-1
<PAGE>



                  Registration Fees                        $   443.66
                  Legal Fees    (estimate)                 $20,000.00
                  Accounting Fees    (estimate)            $15,000.00


ITEM 26.    RECENT SALES OF UNREGISTERED SECURITIES


Below is a summary of sales of unregistered securities to
directors, investors, employees and consultants of the Company.
The Registrant believes that each transaction is exempt from
registration pursuant to Sections 4(2), 4(6) and/or Rule 506 of the
Securities Act of 1933.  As to each of the transactions listed
below (1) the transaction did not involve a public offering; (2) no
commissions were paid; (3) no underwriters were involved; and (4)
a restrictive legend was placed on each certificate evidencing the
Shares.  In instances where warrants were issued, the underlying
shares common stock are restricted as stated in the warrant
contract.

On August 25, 2000, the Registrant sold 257,111 shares of its
common stock and issued warrants to purchase 48,077 shares of
common stock to Al Dugan, a stockholder and accredited investor,
for $0.29125 per share or $75,000.  The warrants are exercisable at
$0.39 per share and expire August 25, 2002.

On July 12, 2000, the Registrant sold 100,000 shares of its common
stock to Nortex Corporation, a company controlled by Al Dugan, a
stockholder and accredited investor, for cash totaling $25,000, or
$0.25 per share.

On June 23, 2000, the Registrant agreed to issue 250,000 shares of
its common stock to the City of Moscow, Idaho (the sole beneficiary
of the Estate of Bobby C. Hamilton) as partial consideration for
discharge of a debt due the Estate in the approximate amount of
$1,500,000.  See "Management's Division and Analysis of Financial
Condition and Results of Operations - Financial Condition and
Liquidity at June 30, 2000".

On March 30, 2000, the Registrant sold 200,000 shares of its common
stock to Thomas H. McInish, an accredited investor, for $80,000
cash, or $0.40 per share.

On March 16, 2000, the Registrant issued 100,000 shares of its
common stock to Al Dugan, a stockholder and accredited investor,
for cash totaling $25,000, upon exercise of previously granted
warrants to purchase common stock for $0.25 per share.

On February 2, 2000, the Registrant sold 125,000 shares of its
common stock to Delaware Royalty Company, Inc., a company
controlled by Al Dugan, a stockholder and accredited investor, for
cash totaling $50,000 or $0.40 per share.

On January 3, 2000, the Registrant agreed to issue warrants to
purchase 300,000 shares of unregistered common stock at $0.25 per
share to Al Dugan.  The warrants expire January 25, 2003 and were
issued in exchange for consulting services provided to the
Registrant.

Effective December 31, 1999, the Registrant issued 6,000 shares of
common stock to each of the three directors of the Company for
services provided the Company.  These shares were valued at $2,160
or $.12 per share.

On November 9, 1999, the Registrant issued 790,909 shares of common
stock to the Walter L. Maguire 1935-1 Trust, a trust related to a
stockholder and former director of the Company, in connection with
the settlement of litigation brought by the Trust.  The settlement
resulted in discharge of the Company's


                                   - II-2 -
<PAGE>


obligations to the Trust under certain subordinated convertible
debentures and convertible debentures totaling $682,397, including
principal and interest.

On October 4, 1999, the Registrant issued 245,852 shares of common
stock in Geosearch Inc., a creditor of the Company, in satisfaction
of a debt due Geosearch Inc. totaling $144,339, including principal
and accrued interest.

On August 8, 1999, the Registrant issued 40,000 shares of common
stock and warrants to purchase 100,000 shares at $0.55 per share to
Carlos Tejada, a consultant for the Company, for services valued at
$10,000.

On March 29, 1999, the Registrant issued stock bonuses aggregating
20,000 shares of common stock to employees of the Company.  The
shares were valued at $2,600 or $0.13 per share.

On March 29, 1999, the Registrant sold 4,800 shares of common stock
to an employee of the Company for cash of $1,200, or $0.25 per
share.

Effective December 31, 1998, the Registrant issued 25,000 shares of
common stock to Robert A. Rice, a director of the Company, in
exchange for a $5,000 note receivable from Mr. Rice.  The note was
satisfied in 1999 when Mr. Rice transferred to the Company certain
equipment having a fair market value equal to the amount of the
note.

Effective December 31, 1998, the Registrant issued 6,000 shares of
common stock to each of the two directors of the Company for
services provided the Company.  The shares were valued at $1,687 or
$0.14 per share.

Effective December 31, 1998, the Company sold 23,491 shares of its
common stock to Mike Rice, a relative of a director, Robert L.
Rice, for services provided the Company with a fair value of
$3,289.

On July 22, 1998, the Registrant sold 100,000 shares of its common
stock and 100,000 warrants to purchase the Company's common stock
to Al Dugan, a stockholder and accredited investor, for cash
totaling $25,000.  The warrants are exercisable at $0.50 per share
and expire July 28, 2001.

On February 17, 1998, the Registrant sold 40,000 shares of its
common stock and 20,000 warrants to purchase the Company's common
stock to the Walter L. Maguire 1953 Trust, a trust related to
Walter S. Maguire, Sr., who was a director of the Company until
December 31, 1998, for cash of $10,000.  The warrants are
exercisable at $0.50 per share and expire February 17, 2001.

On February 17, 1998, the Registrant sold 160,000 shares of its
common stock and 80,000 warrants to purchase the Company's common
stock to Walter L. Maguire, Sr., a former director, for cash of
$40,000.  The warrants are exercisable at $0.50 per share and
expire February 17, 2001.  Mr. Maguire was an accredited investor.

Effective December 31, 1997, the Registrant issued 2,560,757 shares
of its Series C Preferred stock (including 972,369 shares to
holders of certain subordinated convertible debentures and
convertible debentures collectively, 1,560,296 shares to three
directors of the Company collectively, and 28,092 to a vendor) in
exchange for cancellation of $1,408,419 of indebtedness.  In
connection with the transaction,  warrants to purchase 90,445
shares of common stock were issued to debenture holders
collectively, and warrants to purchase 158,911 shares of common
stock were issued to two directors of the Company collectively.
The warrants are exercisable at $0.70 per share and expire December
31, 2000.

Effective December 31, 1997, the Registrant issued 6,000 shares of
common stock to each of the three directors of the Company for
services provided to the Company having a collective value of
$2,565 ($0.1425 per share).


                                   - II-3 -
<PAGE>


On July 7, 1997, the Registrant sold 206,000 and 4,000 shares of
its common stock and 206,000 and 4,000 warrants to purchase the
Company's common stock to a director and a trust related to the
director, respectively, for cash totaling $105,000.  The warrants
were exercisable at $0.80 per share and expired March 18, 2000.

On April 22, 1997, the Registrant sold 210,000 shares of its common
stock and 210,000 warrants purchase the Company's common stock to
Thomas H. McInish, an accredited investor, for $105,000 cash.  The
warrants were exercisable at $0.80 per share and expired March 18,
2000.



ITEM 27.    EXHIBITS

The exhibits included as part of this Registration Statement are
listed on the Exhibit Index on page II-6 of this Registration
Statement.


ITEM 28.    UNDERTAKINGS    (pursuant to Regulation S-B Item 512(a),
(e))

(a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are
being made by the Selling Stockholder, 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
which, individually or together, represent a fundamental change in
the information set forth in this Registration Statement; and

            (iii)       To include any additional or changed material
information on the plan of distribution.

      (2)   For determining liability under the Securities Act, to
treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering.

      (3)   To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.



   (e)            Insofar as indemnification for liabilities arising
under the Securities Act of 1933    ("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 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 whether such indemnification is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                     II-4

<PAGE>

                                  SIGNATURES

In accordance with 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 SB-2 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, in Thompson Falls, State of Montana, on
November 21, 2000.

                        UNITED STATES ANTIMONY CORPORATION



                        By: /s/ John C. Lawrence
                        _____________________________________
                              John C. Lawrence
                              President and Chairman


In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                     <C>                                <C>

Signature               Capacity                           Date
- ---------               ---------                          ----

/s/ John C. Lawrence    President and Chairman of the Board  November 21, 2000
- --------------------
John C. Lawrence        (Principal Executive and Chief Financial
                        Officer and Director)


/s/ Robert A. Rice      Director                           November 15, 2000
- --------------------
Robert A. Rice


/s/ Leo Jackson         Director                           November 17, 2000
- --------------------
Leo Jackson


</TABLE>

                                     II-5
<PAGE>


                                 EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM SB-2
<TABLE>
<CAPTION>
<S>               <C>                                            <C>

Exhibit Number    Description                                    Page
- --------------    -----------                                    ----

   3.01           Articles of Incorporation of the Company,
                  filed as an exhibit to the Company's Form 10-KSB
                  for the fiscal year ended December 31, 1995,
                     (File No. 1-8675)     are incorporated
                  herein by this reference.

   3.02           Amended and Restated Bylaws of the Company     II-9

   4.01           Key Employees 2000 Stock Plan, filed as an
                  exhibit to the Company's Form S-8 Registration
                  Statement filed on March 10, 2000 (File No.
                  333-32216) incorporated herein by this
                  reference.

   5.01           Opinion of Hawley Troxell Ennis & Hawley LLP   II-42

   10.0           Material Contracts
</TABLE>

Documents filed with the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1995    (File No. 1-8675), are
incorporated by    this     reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.10          Yellow Jacket Venture Agreement          July 7, 1990

   10.11          Agreement Between Excel-Mineral
                  Company and Bobby C. Hamilton            August 29, 1991

   10.12          Letter Agreement                         September 1, 1991

   10.13          Columbia-Continental Lease
                  Agreement Revision                       April 3, 1993

   10.14          Settlement Agreement with
                  Excel Mineral Company                    July 1993

   10.15          Memorandum Agreement                     July 1993

   10.16          Termination Agreement                    September 12, 1993

   10.17          Amendment to Assignment of Lease
                  (Geosearch)                              September 9, 1994

   10.18          Series B Stock Certificate to
                  Excel-Mineral Company, Inc.              December 25, 1993

   10.19          Division Order and Purchase and
                  Sale Agreement                           March 27, 1995

   10.20          Inventory and Sales Agreement            January 1, 1995

   10.21          Processing Agreement                     July 1, 1995

   10.22          Release and settlement agreement

                                     II-6
<PAGE>
                  between Bobby C. Hamilton and
                  United States Antimony Corporation       November 15, 1995

   10.23          Columbia-Continental Lease Agreement     September 27, 1996


   10.24          Release of Judgment                      February 28, 1996

   10.25          Covenant Not to Execute                  July 30, 1990

</TABLE>



Documents filed with the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1996 (File No. 1-8675), are
incorporated by this reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.26          Warrant Agreements                       Various

</TABLE>




Document filed with the Company's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 1997 (File No. 001-08675) is
incorporated herein by this reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.27          Letter from EPA, Region 10               August 21, 1997



</TABLE>


Documents filed with the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1997 (File No. 001-08675) are
incorporated herein by this reference:

<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.28          Warrant Agreements                       Various
</TABLE>


Document filed with the Company's Quarterly Report on Forms 10-QSB
for the quarter ended September 30, 1998 (File No. 001-08675) are
incorporated herein by this reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----



   10.30          Answer, Counterclaim and Third-Party
                  Complaint                                October 13, 1998
</TABLE>


Documents filed with the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1998 (File No. 001-08675), are
incorporated herein by this reference:

<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.31          Warrant Issue-Al Dugan                   July 28, 1998

   10.32          Amendment Agreement                      March 31, 1999

</TABLE>


Documents filed with the Company's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1999 (File No. 001-08675) are
incorporated by this reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.33          Warrant Issue-John C. Lawrence           March 29, 1999

                                     II-7
<PAGE>

   10.34          PVS Termination Agreement                March 31, 1999

</TABLE>


Documents filed as an exhibit to the Company's Form 10-KSB for the
year ended December 31, 1999 (File No. 001-08675) are incorporated
herein by this reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.35          Maguire Settlement Agreement             November 5, 1999

   10.36          Warrant Issue-Carols    Tejada           August 30, 1999

   10.37          Warrant Issue-Al    W.     Dugan         January 25, 2000

   10.38          Memorandum of Understanding with
                  Geosearch Inc.                           October 4, 1999

   10.39          Factoring Agreement-Systran
                  Financial    Services     Company        March 30, 1999

   10.40          Mortgage to John C. Lawrence             April 19, 1999


</TABLE>


Document filed with the Company's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2000 (File No. 001-08675) is
incorporated herein by this reference:

<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.41          Warrant Issue-Al W. Dugan                January 25, 2000
</TABLE>

Documents filed as an exhibit to the Company's form 10-QSB for the
quarter ended June 30, 2000 (File No. 001-08675) are incorporated
herein by this reference:


<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   10.42          Agreement between United States Antimony
                  Corporation and Thomson Kernaghan & Co.,
                  Ltd.                                     July 11, 2000

   10.43          Settlement agreement and release of all
                  claims between the Estate of Bobby C.
                  Hamilton and United States Antimony
                  Corporation                              June 23, 2000
</TABLE>


<TABLE>
<CAPTION>
<S>               <C>                                            <C>

Exhibit No.       Description                                    Page
- --------------    -----------                                    ----

   10.44          Supply Contracts with Fortune America
                  Trading Ltd.                                   II-44

   21.01          Subsidiary of the Company                      II-54

   23.01          Consent of Hawley Troxell Ennis & Hawley LLP
                  (included in Exhibit 5.01)                     II-42

   23.02          Consent of DeCoria, Maichel & Teague P.S.      II-55


</TABLE>



<TABLE>
<CAPTION>
<S>               <C>                                      <C>

Exhibit No.       Item                                     Dated
- -----------       ----                                     -----

   44.1           CERCLA Letter from U.S. Forest Service
                  filed as an exhibit to the Company's
                  Form 10-KSB for the year ended December
                  31, 1995 (File No. 1-8675) is incorporated
                  herein by this reference.                February 11, 1994

</TABLE>

                                     II-8
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 3 - AMENDED AND RESTATED BYLAWS
<TEXT>



                                 Exhibit 3.02

       AMENDED AND RESTATED BYLAWS OF UNITED STATES ANTIMONY CORPORATION


                                     II-9

<PAGE>

                                RESTATED BYLAWS
                                      OF
                      UNITED STATES ANTIMONY CORPORATION

                                     II-10
<PAGE>


      Pursuant to Section 35-1-234 of the Montana Business
Corporation Act, the undersigned corporation restates in their
entirety the Bylaws of United States Antimony Corporation as
initially filed on January 15, 1970:

                                   ARTICLE I

                                    OFFICES

      Section 1.1       Registered Office.  The registered office of
the corporation required by the Montana Business Corporation Act
("MBCA") to be continuously maintained in the state of Montana may,
but need not, be the same as any of its principal places of
business in the state of Montana.  In any case, the corporation's
registered office shall be the business office of the registered
agent required by the MBCA to be continuously maintained in the
state of Montana.  The address of the registered office may be
changed from time to time by the Board of Directors or the
president of the corporation by delivering a statement to the
Montana Secretary of State containing the information required by
the MBCA. (Mont. Code Ann. Sections 35-1-313 and 35-1-314.)

      Section 1.2       Principal  Office; Other  Offices.  The
corporation may also have and maintain an office or principal place
of business in Thompson Falls, Montana, or at such other place as
may be fixed by the Board of Directors, and may also have offices
at such other places, both within and without the state of Montana,
as the Board of Directors may from time to time determine or the
business of the corporation may require.

                                  ARTICLE II

                                CORPORATE  SEAL

      Section 2.1       Corporate  Seal.  The corporation may have a
corporate seal, which may be altered at will by the Board of
Directors.  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner
reproduced.  (Mont. Code Ann. Section 35-1-115(2)).

                                  ARTICLE III

                            SHAREHOLDERS'  MEETINGS

      Section 3.1       Place  of  Meetings.  The Board of Directors
may designate any place, either within or without the state of
Montana, as the place of meeting for any annual meeting or for any
special meeting of shareholders called by or at the direction of
the Board of Directors.  A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place,
either within or without the state of Montana, as the place for the
holding of such meeting.  If no place is designated by the Board of
Directors or if a special meeting be called otherwise than by or at
the direction of the Board of Directors, the place of meeting shall
be the principal office of the corporation.  (Mont. Code Ann.
Sections 35-1-516(2) and 35-1-517(3)).

                                     II-11
<PAGE>

      Section 3.2       Annual  Meetings.  The annual meeting of the
shareholders of the corporation shall be held on the second Tuesday
in the month of March in each year at the hour of 2:00 p.m. (except
that if said date is a holiday, the meeting shall be held the next
day at said time), or on such other date and at such other time
which may from time to time be designated by the Board of
Directors, for the purpose of electing directors and for the
transaction of such other business as may properly come before the
meeting.  The failure to hold an annual meeting at the time stated
or otherwise designated as provided herein shall not affect the
validity of any corporate action.  (Mont. Code Ann. Section 35-1-
516).

      Section 3.3       Special  Meetings.  Special meetings of the
shareholders of the corporation may be called at any time, for any
purpose or purposes, by the Board of Directors or the president of
the corporation or by the holders of at least ten percent (10%) of
the votes entitled to be cast on any issue proposed to be
considered at the meeting (provided that such holders sign, date
and deliver to the corporation's secretary  one or more written
demands for the meeting describing the purpose(s) for which it is
to be held) or by the person or persons authorized to do so by the
Restated Articles of Incorporation.  Special meetings of the
shareholders of the corporation may not be called by any other
person or persons.  (Mont. Code Ann. Section 35-1-517(1)).

      Section 3.4       Notice  of  Meetings.  The corporation shall
notify shareholders of the date, time and place of each annual and
special shareholders' meeting no fewer than ten (10) nor more than
sixty (60) days before the meeting date.  Unless otherwise required
by law or the Restated Articles of Incorporation, the corporation
is required to give notice of a meeting only to shareholders
entitled to vote at the meeting.  Unless otherwise required by law
or the Restated Articles of Incorporation, notice of an annual
meeting need not include a description of the purpose or purposes
for which the meeting is called.  Notice of a special meeting must
include a description of the purpose or purposes for which the
meeting is called.  Only business within the purpose(s) described
in the special meeting notice may be conducted at such special
meeting.  (Mont. Code Ann. Sections 35-1-517(1),(4), 35-1-520).

      Section 3.5       Waiver  of  Notice.  Notice of any meeting of
shareholders may be waived in writing, signed by the person
entitled to notice thereof and delivered to the corporation for
inclusion in the corporate minutes or filing with the corporate
records, either before or after the date and time stated in the
notice.  A shareholder's attendance at a meeting waives objection
to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting, and further waives
objection to consideration of a particular matter at the meeting
that is not within the purpose of purposes described in the meeting
notice unless the shareholder objects to considering the matter
when it is presented.  Any shareholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.  (Mont. Code
Ann. Section 35-1-521).

      Section 3.6       Voting  Groups.  "Voting group" means all
shares of one (1) or more classes or series that under the Restated
Articles of Incorporation or the MBCA are entitled to vote and be
counted together collectively on a matter at a meeting of
shareholders.  All shares entitled by the Restated Articles of
Incorporation or the MBCA to vote generally on the matter are for
that purpose a single voting group.  If the Restated Articles of
Incorporation authorize the

                                     II-12
<PAGE>

election of all or a specified number of directors by the holders
of one (1) or more authorized classes of shares, such class, or
classes, of shares is a separate voting group for purposes of the
election of directors.  (Mont. Code Ann. Sections35-1-113(26), 35-
1-420).

      Section 3.7       Quorum.  Shares entitled to vote as a separate
voting group may take action at a meeting only if a quorum of those
shares exists with respect to that matter.  Unless the MBCA or the
Restated Articles of Incorporation impose a greater requirement, a
majority of the votes, represented in person or by proxy, entitled
to be cast on a matter by the voting group shall constitute a
quorum of that voting group for action on that matter.  Once a
share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and
any adjournment thereof unless a new record date is or must be set
for that adjourned meeting. (Mont. Code Ann. Sections 35-1-
528(1),(2), 35-1-530(1)).

      Section 3.8       Adjournment  and  Notice  of  Adjourned
Meetings.  Any meeting of shareholders at which a quorum is
present, whether annual or special, may be adjourned from time to
time by the vote of a majority of the votes entitled to be cast at
the meeting.  If an annual or special shareholders' meeting is
adjourned to a different date, time or place, notice need not be
given of the new date, time or place if the new date, time or place
is announced at the meeting before adjournment.  If a new record
date for the adjourned meeting is or must be fixed under Section
7.4, however, notice of the adjourned meeting must be given under
this Section to persons who are shareholders as of the new record
date.  At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.
(Mont. Code Ann. Section35-1-520(5)).

      Section 3.9       Proxies.  At all meetings of shareholders, a
shareholder may vote either in person or by proxy.  A shareholder
may appoint a proxy to vote or otherwise act for that shareholder
by signing an appointment form, either personally or by attorney-
in-fact, or
by transmitting or authorizing the transmission of an appointment
by telegram, cablegram, telephone, fax, e-mail, internet, or other
means of electronic transmission, provided that the transmission
contains sufficient information to demonstrate that the
transmission was authorized by the shareholder.  The secretary of
the corporation or other officer or agent that receives the
transmission shall determine whether or not the transmission was
authorized by the shareholder based on the information contained in
the transmission.  The signature provisions of Section 3.11 of
these Bylaws pertaining to proxies do not apply to transmissions
that are determined to be authorized under the provisions of this
Section.  An appointment of proxy is effective upon receipt, before
or at the time of the meeting, by the secretary of the corporation
or other officer or agent authorized to tabulate votes.  No proxy
shall be valid after eleven (11) months from the date of its
execution, unless otherwise expressly provided in the appointment
form.  An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest as
defined in the MBCA.  The death or incapacity of the shareholder
appointing a proxy does not affect the right of the corporation to
accept the proxy's authority unless notice of the death or
incapacity is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises the proxy's
authority under the appointment.  An irrevocable proxy is revoked
when the interest with which it is coupled is extinguished.
Subject to Section 3.12 of these Bylaws and to any express
limitation on the proxy's authority appearing on the face of the

                                     II-13
<PAGE>

appointment form, the corporation is entitled to accept the proxy's
vote or other action as that of the shareholder making the
appointment. (Mont. Code Ann. Section 35-1-525).

      Section 3.10      Voting  Rights  (Cumulative  Voting).  Only
shares are entitled to vote.  Except as otherwise provided by law,
only persons in whose names shares stand on the stock records of
the corporation on the record date, as provided in Sections 3.12
and 7.4 of these Bylaws, shall be entitled to vote on any matter.
Unless the Restated Articles of Incorporation provide otherwise,
each outstanding share, regardless of class, is entitled to one (1)
vote on each matter voted on at a shareholders' meeting.  If a
quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing
the action, unless the Restated Articles of Incorporation or the
MBCA require a greater number of affirmative votes.  Unless
otherwise provided in the Restated Articles of Incorporation,
directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a
quorum is present.  At each election for directors each shareholder
entitled to vote at such election shall have the right to cumulate
his votes by multiplying the number of votes he is entitled to cast
by the number of directors for whom he is entitled to vote and
casting the product for a single candidate or distributing the
product among two or more candidates. (Mont. Code Ann. Sections 35-
1-524(1), 35-1-528(3), 35-1-531).

      Section 3.11      Corporation's  Acceptance  of  Votes .  (Mont.
Code Ann. Section 35-1-527).

      (1)   If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation if acting in good faith is entitled to accept the vote,
consent, waiver, or proxy appointment and give it effect as the act
of the shareholder.

      (2)   If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder, the
corporation if acting in good faith is nevertheless entitled to
accept the vote, consent, waiver, or proxy appointment and give it
effect as the act of the shareholder if:

            (a)   The shareholder is an entity and the name signed
purports to be that of an officer or agent of the entity;

            (b)   The name signed purports to be that of an
administrator, executor, guardian, or conservator representing the
shareholder and, if the corporation requests, evidence of fiduciary
status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy appointment;

            (c)   The name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the corporation has
been presented with respect to the vote, consent, waiver, or proxy
appointment;

            (d)   The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if
the corporation requests, evidence acceptable

                                     II-14
<PAGE>


to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent,
waiver, or proxy appointment; or

            (e)   Two or more persons are the shareholder as cotenants
or fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the person signing appears to be
acting on behalf of all the co-owners.

      (3)   The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on
it or about the signatory's authority to sign for the shareholder.

      (4)   The corporation is not entitled to vote treasury shares.
Absent special circumstances, the corporation's shares are not
entitled to vote if they are owned, directly or indirectly, by a
second corporation, domestic or foreign, and if this corporation
owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation; provided, however,
that this provision does not limit the power of the corporation to
vote any shares, including its own shares, held by it in a
fiduciary capacity.  (Mont. Code Ann. Section 35-1-524).

      Section 3.12      List  of  Shareholders.  After fixing a record
date for a meeting, the corporation shall prepare an alphabetical
list of the names of all its shareholders who are entitled to
notice of such meeting.  The list must be arranged by voting group,
and within each voting group by class or series of shares, and show
the address and the number of shares registered in the name of each
shareholder.  The shareholders' list must be available for
inspection by any shareholder, beginning two (2) business days
after notice is given of the meeting for which the list was
prepared and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in
the city where the meeting will be held.  A shareholder, his agent,
or attorney is entitled on written demand to inspect and, subject
to the requirements of Mont. Code Ann. Section 35-1-1107(3), to
copy the list, during regular business hours and at his expense,
during the period it is available for inspection.  The corporation
shall make the shareholders' list available at the meeting, and any
shareholder, his agent, or attorney is entitled to inspect the list
at any time during the meeting or any adjournment.  Refusal or
failure to prepare or make available the shareholders list does not
affect the validity of action taken at the meeting.  (Mont. Code
Ann. Section 35-1-523).

      Section 3.13      Conduct  of  Meeting.  At every meeting of
shareholders, the Chairman of the Board of Directors, or, if a
Chairman has not been appointed or is absent, the president, or, if
the president is absent, the most senior vice president present, or
in the absence of any such officer, a chairman of the meeting
chosen by a majority in interest of the shareholders entitled to
vote, present in person or by proxy, shall act as chairman.  The
secretary or, in his absence, an assistant secretary directed to do
so by the president, shall act as secretary of the meeting.

      Section 3.14      Action  Without  Meeting.  Action required or
permitted by MBCA to be taken at a shareholders' meeting may be
taken without a meeting if the action is taken by all the
shareholders entitled to vote on the action.  The action must be
evidenced by one (1) or more

                                     II-15
<PAGE>



written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the
corporation for inclusion in the minutes or filing with the
corporate records.  A consent signed under this Section has the
effect of a meeting vote and may be described as such in any
document.  If the MBCA requires that notice of proposed action be
given to nonvoting shareholders and the action is to be taken by
unanimous consent of the voting shareholders, the corporation must
give its nonvoting shareholders written notice of the proposed
action at least ten (10) days before the action is taken.  The
notice must contain or be accompanied by the same material that,
under the MBCA, would have been required to be sent to nonvoting
shareholders in a notice of meeting at which the proposed action
would have been submitted to the shareholders for action.  (Mont.
Code Ann. Section 35-1-519).

      Section 3.15      Nomination  of  Directors.   Nominations of
persons for election to the Board of Directors of this corporation
at the annual meeting of shareholders may be made at such meeting
by or at the direction of the Board of Directors, by any nominating
committee or person appointed by the Board of Directors, or by any
shareholder of the corporation entitled to vote for the election of
directors at the meeting who timely complies with the notice
procedures herein set forth.  To be timely, a shareholder's notice
must be delivered to, or mailed to and received by, the secretary
of the corporation at the corporation's principal executive offices
not later than the December 31 immediately preceding the annual
meeting.

      Section 3.16      Business  Introduced  by  Shareholders  at
Annual  Meetings.  Where business introduced by a shareholder is
not specified in the notice of annual meeting, then (in addition to
any other applicable requirements) for business to be properly
introduced by a shareholder at an annual meeting of shareholders,
the shareholder must have given timely notice thereof in writing to
the secretary of the corporation.  To be timely, a shareholder's
notice must be delivered to, or mailed to and received by, the
secretary of the corporation in the same manner and subject to the
same time requirements provided in Section 3.15 of these Bylaws for
shareholder notice of nominations to the Board of Directors.  A
shareholder's notice must set forth, as to each matter the
shareholder proposes to bring before the meeting, (a) a brief
description of the business desired to be brought before the
meeting and the reasons for conducting such business at the
meeting, (b) the name and record address of the shareholder
proposing such business, (c) the class, series and number of shares
of the corporation's stock which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in
such business.

                                  ARTICLE IV

                                   DIRECTORS

      Section 4.1       Powers.  All corporate powers must be exercised
by and under the authority, and the business and affairs of the
corporation must be managed under the direction, of the Board of
Directors, subject to any limitations set forth in the Restated
Articles of Incorporation or any shareholder agreement authorized
by the MBCA.  (Mont. Code Ann. Sections 35-1-416(2), 35-1-820).

                                     II-16
<PAGE>

      Section 4.2  Fixed-Size  Board; Qualifications.  The number of
directors presently authorized is three (3).  The number of
directors may be fixed or changed from time to time by the Board of
Directors or the shareholders; provided that the Board may not
increase or decrease by more than thirty (30) percent the number of
directors last approved by the shareholders.  After shares are
issued, only the shareholders may change from a fixed size Board to
a variable-range size Board or change the range for the size of the
Board.  No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent
director.  A director need not be a resident of the state of
Montana or a shareholder of the corporation unless so required by
the Restated Articles of Incorporation.  If for any cause the
directors shall not have been elected at an annual meeting, they
may be elected as soon thereafter as convenient at a special
meeting of the shareholders called for that purpose in the manner
provided by law or in these Bylaws.  (Mont. Code Ann. Sections 35-
1-418, 35-1-419 and 35-1-421(3)).

      Section 4.3       Term.  The terms of the initial directors shall
expire at the first shareholders meeting at which directors are
elected.  Directors are elected at the first annual meeting of
shareholders and at each annual meeting thereafter.  Each director
shall serve until the next annual meeting of shareholders and
thereafter, despite the expiration of his term, until his successor
is duly elected and qualifies, or until there is a decrease in the
number of directors, or until his earlier death, resignation or
removal.  (Mont. Code Ann. Sections 35-1-419, 35-1-421).

      Section 4.4       Resignation.  A director may resign at any time
by delivering written notice to the Board of Directors, its
chairman, or the corporation.  A resignation is effective when the
notice is delivered unless the notice specifies a later effective
date, in which event the resignation shall become effective at such
later time.  Unless specified in such notice, the acceptance of any
such resignation shall not be necessary to make it effective.
(Mont. Code Ann. Section 35-1-423).

      Section 4.5       Removal.  The shareholders may remove one (1)
or more directors with or without cause unless the Articles of
Incorporation provide that directors may be removed only for cause.
If cumulative voting is authorized, a director may not be removed
if the votes cast against the director's removal would be
sufficient to elect him if cumulatively voted at an election of the
entire board of directors or, if there are classes of directors, at
an election of the class of directors of which the director is a
part.  If cumulative voting is not authorized, a director or the
entire Board of Directors may be removed only by a vote of the
holders of two-thirds of the shares entitled to vote at an election
of directors unless otherwise provided by the Restated Articles of
Incorporation.  A director may be removed by the shareholders only
at a meeting called for the purpose of removing him; and the
meeting notice must state that the purposes, or one of the
purposes, of the meeting is removal of the director.  (Mont. Code
Ann. Section 35-1-424(1), (3), (4)).

      Section 4.6       Newly  Created  Directorships  and  Vacancies.
Unless the Articles of Incorporation provide otherwise, newly
created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause
may be filled by the affirmative vote of a majority of the
remaining directors then in office even if they constitute fewer
than a quorum of the authorized Board of Directors, or may be
filled by the shareholders.  A director elected to fill

                                     II-17
<PAGE>


a vacancy shall be elected for the unexpired term of his
predecessor in office.  (Mont. Code Ann. Sections 35-1-421(4), 35-
1-426(1)).

      Section 4.7       Meetings.

      (1)   Annual Meetings.  The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of
shareholders and at the place where such meeting is held.  No
notice of an annual meeting of the Board of Directors shall be
necessary; and such meeting shall be held for the purpose of
electing officers and transacting such other business as may
lawfully come before it.

      (2)   Place of Meetings.  Regular and special meetings of the
Board of Directors, or of any committee designated by the Board,
may be held at any place within or without the state of Montana.
(Mont. Code Ann. Section 35-1-431(1)).

      (3)   Telephone Meetings.  Unless the Restated Articles of
Incorporation provide otherwise, the Board of Directors may permit
any or all directors to participate in a regular or special meeting
by, or conduct the meeting through the use of, any means of
communication by which all directors participating may
simultaneously hear each other during the meeting.  A director
participating in a meeting by this means is considered to be
present in person at the meeting.  (Mont. Code Ann. Section 35-1-
431(2)).

      (4)   Notice of Meetings.  Notice of the date, time and place
of any regular or special meeting of the Board of Directors shall
be delivered at least two (2) days prior to the meeting; provided
that the Board of Directors may provide, by resolution, the date,
time and place, either within or without the state of Montana, for
the holding of regular meetings without notice other than such
resolution.  Neither the business to be transacted at, nor the
purpose or purposes of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of
such meeting.  (Mont. Code Ann. Section 35-1-433).

      (5)   Waiver of Notice.  A director may waive any notice
required by the MBCA, the Restated Articles of Incorporation or
these Bylaws at any time before or after the date and time stated
in the notice.  Except as otherwise provided below in this Section
4.7(5), such waiver must be in a writing signed by the director and
filed with the minutes or corporate records.  The attendance of a
director at or participation in a meeting shall constitute a waiver
of notice of such meeting unless the director, at the beginning of
the meeting, or promptly upon his arrival, objects to holding the
meeting or transacting any business at the meeting and does not
vote for or assent to any action taken at the meeting.  (Mont. Code
Ann. Section 35-1-434).

      Section 4.8       Quorum  and  Voting.

      (1)   Quorum.  Unless the Restated Articles of Incorporation or
these Bylaws require a greater number or unless otherwise
specifically provided by the MBCA, a quorum of the Board of
Directors consists of (a) a majority of the fixed number of
directors if the corporation has a fixed board size or (b) a
majority of the number of directors prescribed, or if no number is

                                     II-18
<PAGE>

prescribed the number in office immediately before the meeting
begins, if the corporation has a variable-range size board.  (Mont.
Code Ann. Section 35-1-435(1)).

      (2)   Majority Vote.  If a quorum is present when a vote is
taken, the affirmative vote of the majority of the directors
present shall be the act of the Board of Directors, unless the
Restated Articles of Incorporation or these Bylaws require the vote
of a greater number of directors.  (Mont. Code Ann. Section 35-1-
435(3)).

      (3)   Deemed Assent.  A director of the corporation who is
present at a meeting of the Board of Directors (or any committee
thereof) at which action on any corporate matter is taken is deemed
to have assented to the action taken unless (a) he objects at the
beginning of the meeting, or promptly upon his arrival, to holding
it or transacting business at the meeting, (b) his dissent or
abstention from the action taken is entered in the minutes of the
meeting, or (c) he delivers written notice of his dissent or
abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after the adjournment
of the meeting.  Such right to dissent is not available to a
director who voted in favor of the action taken.  (Mont. Code Ann.
Section 35-1-435(4), (5)).

      Section 4.9       Action  Without  a  Meeting.  Unless otherwise
provided by the Restated Articles of Incorporation, any action
required or permitted by the MBCA to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without
a meeting if the action is taken by all members of the Board or of
the committee, as the case may be.  The action must be evidenced by
one or more written consents describing the action taken, signed by
each member of the Board of Directors or of the committee, as the
case may be, and included in the minutes or filed with the
corporate records reflecting the action taken.  Action taken under
this Section is effective when the last director signed the
consent, unless the consent specifies a different effective date.
A consent signed under this Section has the effect of a meeting
vote and may be described as such in any document.  (Mont. Code
Ann. Section 35-1-432).

      Section 4.10      Fees  and  Compensation.  Unless the Restated
Articles of Incorporation provide otherwise, the Board of Directors
may fix the compensation of directors.  Such compensation may
include a fixed fee or salary payable in cash or the corporation's
stock or any combination thereof, with or without expenses of
attendance, for serving on the Board of Directors and attendance at
each meeting of the Board of Directors and at each meeting of any
committee of the Board of Directors.  Nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, consultant,
employee, or otherwise and receiving compensation therefor.  (Mont.
Code Ann. Section 35-1-427).

      Section 4.11      General  Standards  for  Directors.  A director
shall discharge his duties as director, including his duties as a
member of any committee of the Board of Directors on which he may
serve, in good faith, with the care an ordinarily prudent person in
a similar position would exercise under similar circumstances, and
in a manner he reasonably believes to be in the best interests of
the corporation.  In discharging his duties, a director shall be
entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, if
prepared or presented by:

                                     II-19
<PAGE>

            (a)   One (1) or more officers or employees of the
corporation whom the director reasonably believes to be reliable
and competent in the matters presented;

            (b)   Attorneys, public accountants or other persons as to
matters the director reasonably believes are within the person's
professional or expert competence; or

            (c)   A committee of the Board of which he is not a member
if the director reasonably believes the committee merits
confidence.

      A director is not acting in good faith if he has knowledge
concerning the matter in question that makes such reliance
otherwise permitted by this Section unwarranted.  (Mont. Code Ann.
Section 35-1-418).

      Section 4.12      Committees.  (Mont. Code Ann. Section35-1-439).

      (1)   Unless the Restated Articles of Incorporation provide
otherwise, the Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them.
Each committee must have two or more members, each of whom shall
serve at the pleasure of the Board of Directors.

      (2)   The creation of a committee and appointment of members to
it must be approved by the greater of:

            (a)   A majority of all the directors in office when the
action is taken; or

            (b)   The number of directors required by the Restated
Articles of Incorporation or Section 4.8(2) of these Bylaws to take
action.

      (3)   Sections 4.7 through 4.9 of these Bylaws, which govern
meetings, notice and waiver of notice, action without meetings, and
quorum and voting requirements of the Board of Directors, apply to
committees and their members as well.

      (4)   To the extent specified by the Board of Directors or in
the Restated Articles of Incorporation or these Bylaws, each
committee may exercise the authority of the Board of Directors
under Section 4.1 of these Bylaws.

      (5)   A committee may not, however:

            (a)   Authorize distributions;

            (b)   Approve or propose to shareholders action that the
MBCA requires be approved by shareholders;

            (c)   Fill vacancies on the Board of Directors or on any
of its committees;

            (d)   Amend the Restated Articles of Incorporation;

                                     II-20
<PAGE>


            (e)   Adopt, amend, or repeal the Bylaws;

            (f)   Approve a plan of merger not requiring shareholder
approval;

            (g)   Authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of
Directors; or

            (h)   Authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or series
of shares, except that the Board of Directors may authorize a
committee, or a senior executive officer of the corporation, to do
so within limits specifically prescribed by the Board of Directors.

      (6)   The creation of, delegation of authority to, or action by
a committee does not alone constitute compliance of a director with
the standards of conduct described in the MBCA or Section 4.11 of
these Bylaws.

                                   ARTICLE V

                       DIRECTOR  CONFLICTS  OF  INTEREST

      Section 5.1       Definitions.  (Mont. Code Ann. Section 35-1-
461).  In Sections 5.1 through 5.4 of these Bylaws:

      (1)   "Conflicting interest" with respect to a corporation
means the interest a director of the corporation has respecting a
transaction effected or proposed to be effected by the corporation
or by a subsidiary of the corporation or any other entity in which
the corporation has a controlling interest if:

            (a)   Regardless of whether the transaction is brought
before the Board of Directors of the corporation for action, the
director knows at the time of commitment that he or a related
person is a party to the transaction or has a beneficial financial
interest in or is so closely linked to the transaction and the
transaction is of such financial significance to the director or a
related person that the interest would reasonably be expected to
exert an influence on the director's judgment the director were
called upon to vote on the action; or

            (b)   The transaction is brought, or is of such character
and significance to the corporation that it would in the normal
course be brought, before the Board of Directors of the corporation
for action and the director knows at the time of commitment that
any of the following persons is either a party to the transaction
or has a beneficial financial interest in or is so closely linked
to the transaction and the transaction is of such financial
significance to the person that the interest would reasonably be
expected to exert an influence on the director's judgment if the
director were called upon to vote on the transaction:

                                     II-21
<PAGE>


                        (i)   An entity, other than the corporation, of
which the director is a director, general partner, agent, or
employee;

                        (ii)  A person that controls one or more of the
entities specified in subclause (i) of this subsection or an entity
that is controlled by, or is under common control with, one or more
of the entities specified in subclause (i) of this subsection; or

                        (iii)       An individual who is a principal,
general partner, or employer of the director.

      (2)   "Director's conflicting interest transaction", with
respect to a corporation, means a transaction effected or proposed
to be effected by the corporation or by a subsidiary of the
corporation or any other entity in which the corporation has a
controlling interest in which transaction a director of the
corporation has a conflicting interest.

      (3)   "Related person" means:

            (a)   The spouse or a parent or sibling of a spouse of the
director;

            (b)   A child, grandchild, sibling, parent or spouse of
any child, grandchild, sibling, or parent of the director;

            (c)   An individual having the same residence as the
director;

            (d)   A trust or estate of which an individual specified
in this subsection (3) is a substantial beneficiary; or

            (e)   A trust, estate, incompetent person, conservatee, or
minor for whom the director is a fiduciary.

      (4)   "Required disclosure" means disclosure by the director,
who has a conflicting interest, of:

            (a)   The existence and nature of his conflicting
interest; and

            (b)   All facts known to the director respecting the
subject matter of the transaction that an ordinarily prudent person
would reasonably believe to be material to a judgment about whether
or not to proceed with the transaction.

      (5)   "Time of commitment" respecting a transaction means the
time when the transaction is consummated or, if made pursuant to
contract, the time when the corporation or its subsidiary or the
entity in which it has a controlling interest becomes contractually
obligated so that its unilateral withdrawal from the transaction
would entail significant loss, liability, or other damage.

                                     II-22
<PAGE>


      Section 5.2       Permissible  Transactions.  The corporation may
enter into a director's conflict of interest transaction if either
directors' action or shareholders' action respecting the
transaction is taken at any time in compliance with Sections 5.3 or
5.4 of these Bylaws, respectively.  (Mont. Code Ann. Section 35-1-
462).

      Section 5.3       Directors'  Action.  (Mont. Code Ann. Section
35-1-463).

      (1)   For purposes of Section 5.2 of these Bylaws, directors'
action respecting a transaction is effective if the transaction
received the affirmative vote of a majority, but no fewer than two
(2), of those qualified directors on the Board of Directors or on
an empowered committee of the Board who voted on the transaction
after either required disclosure to them, to the extent the
information was not known by them, or compliance with subsection
(2) of this Section.  Action by a committee is so effective only if
all its members are qualified directors or its members are either
all the qualified directors on the Board or are appointed by the
affirmative vote of a majority of the qualified directors on the
Board.

      (2)   If a director has a conflicting interest respecting a
transaction but neither the director nor a related person of the
director specified in Section 5.1(3)(a) of these Bylaws is a party
to the transaction, and if the director has a duty under law or
professional canon or a duty of confidentiality to another person
respecting information relating to the transaction such that the
director may not make the disclosure described in Section 5.1(4)(b)
of these Bylaws then disclosure is sufficient for purposes of
subsection (1) of this Section if the director:

            (a)   Discloses to the directors voting on the transaction
the existence and nature of the conflicting interest and informs
them of the character and limitations imposed by that duty before
their vote on the transaction; and

            (b)   Plays no part, directly or indirectly, in their
deliberations or vote.

      (2)   A majority, but no fewer than two (2), of all the
qualified directors on the Board of Directors or on the committee
constitutes a quorum for purposes of action that complies with this
Section.  Directors' action that otherwise complies with this
Section is not affected by the presence or vote of a director who
is not a qualified director.

      (3)   For purposes of this Section, "qualified director" means,
with respect to a director's conflicting interest transaction, any
director who does not have either a conflicting interest respecting
the transaction or a familial, financial, professional, or
employment relationship with a second director who does have a
conflicting interest respecting the transaction, which relationship
would, in the circumstances, reasonably be expected to exert an
influence on the first director's judgment when voting on the
transaction.

      Section 5.4       Shareholders'  Action.  (Mont. Code Ann.
Section 35-1-464).

      (1)   For purposes of Section 5.2 of these Bylaws,
shareholders' action respecting a transaction is effective if a
majority of the votes entitled to be cast by the holders of all
qualified shares were cast in favor of the transaction after:

                                     II-23
<PAGE>

            (a)   Notice to shareholders describing the director's
conflicting interest transaction;

            (b)   Provision of the information referred to in
subsection (3) of this Section; and

            (c)   Required disclosure to the shareholders who voted on
the transaction, to the extent the information was not known by
them.

      (2)   A majority of the votes entitled to be cast by the
holders of all qualified shares constitutes a quorum for purposes
of action that complies with this Section.  Subject to the
provisions of subsection (3) of this Section, shareholders' action
that otherwise complies with this Section is not affected by the
presence of shareholders, or the voting, of shares that are not
qualified shares.

      (3)   For purposes of compliance with subsection (1) of this
Section, a director who has a conflicting interest respecting the
transaction shall, before the shareholders' vote, inform the
secretary or other office or agent of the corporation authorized to
tabulate votes of the number of all shares and the identity of
persons holding or controlling the vote of all shares that the
director knows are beneficially owned by or the voting of which is
controlled by the director or by a related person of the director,
or both.

      (4)   For purposes of this Section, "qualified shares" means
any shares entitled to be voted with respect to the director's
conflicting interest transaction except shares that, to the
knowledge, before the vote, of the secretary, or other officer or
agent of the corporation authorized to tabulate votes, are
beneficially owned or the voting of which is controlled by a
director who has a conflicting interest respecting the transaction
or by a related person of the director, or both.

                                  ARTICLE VI

                                   OFFICERS

      Section 6.1       Officers Designated.  The officers of the
corporation consist of a president, a secretary and a treasurer,
each of whom shall be appointed by the Board of Directors.  The
Board of Directors or the president may appoint such other officers
or assistant officers as may be deemed necessary or desirable.  The
same individual may simultaneously hold more than one office.
(Mont. Code Ann. Section 35-1-441).

      Section 6.2       Tenure and Duties of Officers.

      (1)   Term of Office.  Each officer shall hold office at the
pleasure of the Board of Directors or until death, resignation or
removal.  If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors.

                                     II-24
<PAGE>


      (2)   The President.  The president shall be the principal
executive officer of the corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all
of the business and affairs of the corporation.  If so authorized
by the Board of Directors, he may appoint such other officers or
assistant officers as he deems appropriate to the conduct of the
corporation's business.  He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors.  He may
sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or
executed; and in general the president shall perform all duties
commonly incident to the office of president and such other duties
as may be prescribed by the Board of Directors from time to time.
(Mont. Code Ann. Section 35-1-441(2)).

      (3)   The Vice President.  In the absence of the president or
in the event of his removal, resignation, death, or inability or
refusal to act, the vice president (or in the event there is more
than one vice president, the vice presidents in the order
designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the
duties of the president and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the
president.  Any vice president may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation;
and the vice president shall perform other duties commonly incident
to the office of vice president and such other duties as from time
to time may be assigned to him by the president or by the Board of
Directors.

      (4)   The Secretary.  The secretary shall:  (i) attend all
meetings and keep the minutes of the meetings and other proceedings
of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (ii) see that all notices are duly
given in accordance with the provisions of these Bylaws or as
required by law; (iii) be custodian of and responsible for
authentication of the corporate records, and be custodian of the
seal of the corporation and see that seal of the corporation is
affixed to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; (iv) keep a register
of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (v) sign, with the
president, or a vice president, certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (vi) have general charge of
the stock transfer books of the corporation; and (vii) in general
perform all duties commonly incident to the office of secretary and
such other duties as from time to time may be assigned to him by
the president or by the Board of Directors.  (Mont. Code Ann.
Section 35-1-441(3)).

      (5)   The Treasurer.  The treasurer shall: (i) have charge and
custody of and be responsible for all funds and securities of the
corporation; (ii) receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit
all such monies in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance
with the provisions of Article VIII of these Bylaws; and (iii) in
general perform all of the duties commonly incident to the office
of treasurer and such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.


                                     II-25
<PAGE>


If required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.

      (6)   Assistant Secretaries and Assistant Treasurers.  The
assistant secretaries, when authorized by the Board of Directors,
may sign with the president or a vice president certificates for
shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors.  The
assistant treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall
determine.  The assistant secretaries and treasurers, in general,
shall perform such duties as shall be assigned to them by the
secretary or the treasurer, or by the president or the Board of
Directors.

      Section 6.3       Resignations.  Any officer may resign at any
time by delivering written notice to the corporation.  A
resignation is effective when the notice is delivered unless the
notice specifies a later effective date, in which event the
resignation shall become effective at such later time.  Unless
otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective.  (Mont.
Code Ann. Section 35-1-444(1)).

      Section 6.4       Removal.  The Board of Directors may remove any
officer at any time without or without cause.  (Mont. Code Ann.
Section 35-1-444(2)).

      Section 6.5       Contract  Rights.  An officer's removal does
not affect the officer's contract rights, if any, with the
corporation.  An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.

      Section 6.6       Compensation.  The compensation of the officers
shall be fixed from time to time by the Board of Directors.  No
officer shall be prevented from receiving such compensation by
reason of the fact that such officer is also a director of the
corporation.

      Section 6.7       Standards  of  Conduct. (Mont. Code Ann.
Section 35-1-443).

      (1)   An officer with discretionary authority shall discharge
his duties under that authority:

            (a)   In good faith;

            (b)   With the care an ordinarily prudent person in a
similar position would exercise under similar circumstances; and

            (c)   In a manner the officer reasonably believes to be in
the best interests of the corporation.

      (2)   In discharging his duties, an officer is entitled to rely
on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or
presented by:

                                     II-26
<PAGE>


            (a)   One or more officers or employees of the corporation
whom the officer reasonably believes to be reliable and competent
in the matters presented; or

            (b)   Attorneys, public accountants, or other persons as
to matters the officer reasonably believes are within the person's
professional or expert competence.

      (3)   An officer is not acting in good faith if he has
knowledge concerning the matter in question that makes reliance
otherwise permitted by subsection (2) of this Section unwarranted.
                                  ARTICLE VII

                   SHARES  OF  STOCK  AND  OTHER  SECURITIES

      Section 7.1       Form  and  Execution  of  Certificates.
Certificates representing shares of the corporation shall be in
such form as shall be determined by the Board of Directors.  At a
minimum, each share certificate must state on its face: (a) the
name of the corporation and that it is organized under the law of
the state of Montana; (b) the name of the person to whom the
certificate is issued; and (c) the number and class of shares and
the designation of the series, if any, that the certificate
represents.  If the corporation is authorized to issue different
classes of shares or different series within a class, the
designations, relative rights, preferences, and limitations
applicable to each class, the variations in rights, preferences,
and limitations determined for each series, and the authority of
the Board of Directors to determine variations for future series,
must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its
front or back that the corporation will furnish the shareholder
this information on request in writing and without charge.  Share
certificates shall be signed by the president or a vice president
and by the secretary or an assistant secretary and may be sealed
with the corporate seal or a facsimile thereof.  The signatures of
any such officer upon a share certificate may be a facsimile.  If
the person who signed, either manually or in facsimile, a share
certificate no longer holds office when the certificate is issued,
the certificate is nevertheless valid.  (Mont. Code Ann. Section
35-1-626).

      Section 7.2       Lost  Certificates.  The corporation may issue
a new share certificate in place of any certificate theretofore
issued by the corporation alleged to have been lost, stolen,
destroyed or mutilated; and the corporation may require the owner
of such lost, stolen destroyed or mutilated certificate, or his
legal representative, to give the corporation a bond sufficient to
indemnify it against any claim that may be made against the
corporation on account of the alleged loss, theft, destruction or
mutilation of any such certificate or the issuance of such new
certificate.

      Section 7.3       Transfers.  Each share certificate shall be
consecutively numbered or otherwise identified.  The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation.  All
certificates surrendered to the corporation for transfer shall be
cancelled; and, except as provided in Section 7.2 of these Bylaws
or as authorized by the Board of Directors, no new certificate
shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled.  Transfer of
record of shares of stock of the

                                     II-27
<PAGE>


corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the
corporation, and (except as provided in Section 7.2 of these
Bylaws) on surrender for cancellation of a properly endorsed
certificate or certificates for a like number of shares.

      Section 7.4       Fixing  Record  Dates.  In order that the
corporation may determine the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or to receive payment of any dividend or other
distribution or allotment of any rights or to exercise any rights
in respect of any change, conversion or exchange of stock, or to
demand a special meeting, or to take any other action, the Board of
Directors may fix a future date as a record date.  A record date
may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders.  If no record date is
fixed by the Board of Directors: (a) the record date for
determining shareholders entitled to notice of and to vote at an
annual or special meeting of shareholders is the day before the
first notice is delivered to shareholders; (b) the record date for
determining shareholders entitled to express consent to corporate
action in writing without a meeting shall be the day on which the
first shareholder signs the consent; (c) the record date for
determining shareholders entitled to demand a special meeting is
the date the first shareholder signs the demand; (d) the record
date for determining shareholders entitled to a distribution, other
than one involving a repurchase or reacquisition of shares, is the
date of Board of Directors authorizes the distribution; and (e) the
record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.  A determination
of shareholders entitled to notice of or to vote at a shareholders'
meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting.  (Mont. Code
Ann. Sections 35-1-712(2); 35-1-517(2); 35-1-519(2); 35-1-520(4);
35-1-522).

      Section 7.5       Issuance, Transfer  and  Registration  of
Shares.  (Mont. Code Ann. Section 35-1-623(2), (3), (5)).

      (1)   The Board of Directors may authorize shares to be issued
for consideration consisting of any tangible or intangible property
or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or
other securities of the corporation.

      (2)   Before the corporation issues shares, the Board of
Directors must determine that the consideration received or to be
received for shares to be issued is adequate.

      (3)   The corporation may place in escrow shares issued for a
contract for future services or benefits or a promissory note, or
the corporation may also make other arrangements to restrict the
transfer of the shares and may credit distributions in respect of
the shares against their purchase price until the services are
performed, the note is paid, or the benefits received.

                                     II-28
<PAGE>


If the services are not performed, the note is not paid, or the
benefits are not received, the shares escrowed or restricted and
the distributions credited may be canceled in whole or in part.

      (4)   The Board of Directors may make such rules and
regulations, not inconsistent with law or with these Bylaws, as it
may deem advisable concerning the issuance, transfer and
registration of certificates for shares of stock of the
corporation.  The Board of Directors may appoint a transfer agent
or registrar of transfers, or both, and may require all
certificates for shares of the corporation to bear the signature of
either or both.

      Section 7.6       Registered  Shareholders.   The corporation
shall be entitled to recognize the exclusive right of a person duly
registered in its books as the owner of its shares to receive
dividends and to vote as such owner, to receive notice, and for all
other purposes incident to ownership of such shares, and shall not
be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person whether or
not it shall have express or other notice thereof, except as
otherwise provided by Montana law.

      Section 7.7       Execution  of  Other  Securities.  All bonds,
debentures and other corporate securities of the corporation, other
than share certificates, may be signed by the president or any vice
president, or such other person as may be authorized by the Board
of Directors; and the corporate seal may be impressed thereon or a
facsimile of such seal imprinted thereon and attested by the
signature of the secretary or an assistant secretary; provided,
however, that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature of a
trustee under an indenture pursuant to which such bond, debenture
or other corporate security shall be issued, the signatures of the
persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprint facsimile
of the signature of such persons.  Interest coupons appertaining to
any such bond, debenture or other corporate security, authenticated
by a trustee as aforesaid, shall be signed by the treasurer or an
assistant treasurer of the corporation or such other person as may
be authorized by the Board of Directors, or be imprinted thereon
the facsimile signature of such person.  In case any officer who
shall have signed or attested any bond, debenture or other
corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be
such officer before the bond, debenture or other corporate security
so signed or attested shall have been delivered, such bond,
debenture or other corporate security nevertheless may be adopted
by the corporation and issued and delivered as though the person
who signed the same or whose facsimile signature shall have been
used thereon had not ceased to be such officer of the corporation.

                                 ARTICLE VIII

                  EXECUTION  OF  CORPORATE  INSTRUMENTS  AND
              VOTING  OF  SECURITIES  OWNED  BY  THE  CORPORATION

      Section 8.1       Execution  of  Corporate  Instruments.  The
Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or
persons, to execute on behalf

                                     II-29
<PAGE>


of the corporation any corporate instrument or document, or to sign
the corporation's name on behalf of the corporation, or to enter
into contracts on behalf of the corporation, except where otherwise
provided by law or these Bylaws; and such execution or signature
shall be binding upon the corporation.  Authorization granted to
any person hereunder may be general or confined to specific
instances.

      Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, promissory notes, deeds of
trust, mortgages and other evidences of indebtedness of the
corporation, and certificates of shares of stock owned by the
corporation shall be executed, signed or endorsed by the president
or any vice president and by the secretary or treasurer or any
assistant secretary or assistant treasurer.  All other instruments
and documents requiring the corporate signature may be executed as
aforesaid or in such manner as may be directed by the Board of
Directors.

      Section 8.2       Loans.  No loan shall be contracted on behalf
of the corporation and no evidence of indebtedness shall be issued
in its name unless authorized by resolution of the Board of
Directors.  Such authorization may be general or confined to
specific instances.

      Section 8.3       Deposits  and  Checks.  All funds of the
corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust
companies, securities brokerage firms or other depositories as the
Board of Directors may select.  All checks and drafts drawn on
banks or other depositories on funds to the credit of the
corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall
authorize to do so.  Such authorization may be general or confined
to specific instances.

      Section 8.4       Voting  of  Securities  Owned  by  the
Corporation.  All stock and other securities of other corporations
owned or held by the corporation for itself, or for other parties
in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized to do so by
resolution of the Board of Directors, or, in the absence of such
authorization, by the president or any vice president.

                                  ARTICLE IX

                                   DIVIDENDS

      Section 9.1       Declaration  and  Payment  of  Dividends.
Dividends upon the capital stock of the corporation, subject to
restriction by the Restated Articles of Incorporation and the
limitations in Mont. Code Ann. Section 35-1-712(3), may be declared
by the Board of Directors pursuant to law at any regular or special
meeting.  Dividends may be paid by the corporation in cash,
property or, subject to restriction by the Restated Articles of
Incorporation and the MBCA, in shares of its stock.  (Mont. Code
Ann. Sections 35-1-624(1),(2), 35-1-712(1),(3)).

      Section 9.2       Dividend  Reserve.  Before payment of any
dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the Board
of Directors may from time to time, in its absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property
of the corporation, or for such other purpose as the Board of
Directors shall think

                                     II-30
<PAGE>


conducive to the interests of the corporation; and the Board of
Directors may modify or abolish any such reserve in the manner in
which it was created.

                                  ARTICLE  X

                 INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

      Section 10.1      Scope  of  Indemnification.  The corporation
shall indemnify and advance funds to or for the benefit of the
directors and officers of the corporation to the fullest extent
permitted by the MBCA, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader
indemnification rights than the MBCA permitted the corporation to
provide prior to such amendment).

      Section 10.2      Mandatory  Indemnification  of  Directors.  The
corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which the director was a party because he is or was a director of
the corporation, against reasonable expenses incurred by him in
connection with the proceeding. (Mont. Code Ann. Section 35-1-453).

      Section 10.3      Further  Indemnification  of  Directors.
(Mont. Code Ann. Section 35-1-452).

      (1)   Except as otherwise provided in this Section 10.3, an
individual made a party to a proceeding because he is or was a
director may be indemnified against liability incurred in the
proceeding if:

            (a)   He conducted himself in good faith;

            (b)   He reasonably believed:

                        (i)   In the case of conduct in his official
capacity with the corporation, that his conduct was in the
corporation's best interests; and

                        (ii)  In all other cases, that his conduct was
at least not opposed to the corporation's best interests; and

            (c)   In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

      (2)   A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of subsection (1)(b)(ii) of
this Section.

      (3)   The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, a determination that the director did
not meet the standard of conduct described in this Section.


                                     II-31
<PAGE>


      (4)   The corporation may not indemnify a director under this
section:

            (a)   In connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the
corporation; or

            (b)   In connection with any other proceeding charging
improper personal benefit to the director, whether or not involving
action in the director's official capacity, in which the director
was adjudged liable on the basis that personal benefit was
improperly received by the director.

            (5)   Indemnification permitted under this Section in
connection with a proceeding by or in the right of the corporation
is limited to reasonable expenses incurred in connection with the
proceeding.

      Section 10.4      Advance  for  Expenses.  (Mont. Code Ann.
Sections 35-1-454).

      (1)   The corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if:

            (a)   The director furnishes the corporation a written
affirmation of the director's good faith belief that the director
has met the standard of conduct described in Section 10.3(1) of
these Bylaws;

            (b)   The director furnishes the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that the director
did not meet the standard of conduct described in Section 10.3(1)
of these Bylaws; and

            (c)   A determination is made that the facts then known to
those making the determination would not preclude indemnification
under the MBCA.

      (2)  The undertaking required by subsection (1)(b) of this
Section must be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to
financial ability to make repayment.

      Section 10.5      Determination  of  Indemnification.  (Mont.
Code Ann. Section 35-1-456).

      (1)   The corporation may not indemnify a director under
Section 10.3 of these Bylaws unless a determination has been made
that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in Section 10.3(1) of these Bylaws.

      (2)  The determination must be made:

            (a)   By the Board of Directors by majority vote of a
quorum consisting of directors not at the time parties to the
proceeding;


                                     II-32
<PAGE>


            (b)   If a quorum cannot be obtained under subsection
(2)(a) of this Section, by majority vote of a committee designated
by the Board of Directors, in which designated directors who are
parties may participate, consisting solely of two or more directors
not at the time parties to the proceeding;

            (c)   By special legal counsel:

                        (i)   Selected by the Board of Directors or its
committee in the manner prescribed in subsection (2)(a) or (2)(b)
of this Section; or

                        (ii)  If a quorum of the Board of Directors
cannot be obtained under subsection (2)(a) of this Section and a
committee cannot be designated under subsection (2)(b) of this
Section, selected by majority vote of the full Board of Directors
in which selected directors who are parties may participate; or

            (d)  By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to the
proceeding may not be voted on the determination.

      Section 10.6      Indemnification  of  Officers.  Unless the
corporation's Restated Articles of Incorporation provide otherwise:

      (1)   An officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 10.2 of these
Bylaws and is entitled to apply for court-ordered indemnification
under Mont. Code Ann. Section 35-1-455 to the same extent as a
director;

      (2)   The corporation may indemnify and advance expenses under
the MBCA to an officer, employee, or agent of the corporation who
is not a director to the same extent as to a director; and

      (3)   The corporation may also indemnify and advance expenses
to an officer, employee, or agent who is not a director to the
extent, consistent with public policy, that may be provided by its
Restated Articles of Incorporation, these Bylaws, general or
specific action of its Board of Directors, or contract.  (Mont.
Code Ann. Section 35-1-457).

      Section 10.7      Insurance.  The corporation may purchase and
maintain insurance on behalf of an individual who is or was a
director, officer, employee, or agent of the corporation or who,
while a director, officer, employee, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability asserted
against or incurred by him in that capacity or arising from his
status as a director, officer, employee, or agent, whether or not
the corporation would have power to indemnify him against the same
liability under Section 10.2 or Section 10.3 of these Bylaws.
(Mont. Code Ann. Section 35-1-458).

                                     II-33
<PAGE>


      Section 10.8      Definitions.  (Mont. Code Ann. Section 35-1-
451).  In Sections 10.1 through 10.8 of these Bylaws:

      (1)   "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.

      (2)(a)      "Director" means an individual who is or was a
director of the corporation or an individual who, while a director
of the corporation, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise.  A
director is considered to be serving an employee benefit plan at
the corporation's request if the director's duties to the
corporation include duties or services by him to the plan or to
participants in or beneficiaries of the plan.

          (b)     Director includes, unless the context requires
otherwise, the estate or personal representative of a director.

      (3)   "Expenses" include attorney fees.

      (4)   "Liability" means the obligation to pay a judgment,
settlement, penalty, or fine, including an excise tax assessed with
respect to an employee benefit plan, or to pay reasonable expenses
incurred with respect to a proceeding.

      (5)(a)      "Official capacity" means:

            (i)         When used with respect to a director, the
office of director in a corporation; or

            (ii)  When used with respect to an individual other than
a director, as contemplated in Section 10.6 of these Bylaws, the
office in a corporation held by the officer or the employment or
agency relationship undertaken by the employee or agent on behalf
of the corporation.

          (b)  Official capacity does not include service for any
other foreign or domestic corporation or any partnership, joint
venture, trust, employee benefit plan, or other enterprise.

      (6)   "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.

      (7)   "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.

      Section 10.9      Amendments.  Any repeal or modification of this
Article X shall only be prospective and shall not affect the rights
under this Article X in effect at the time of the alleged

                                     II-34
<PAGE>


occurrence of any action or omission to act that is the cause of
any proceeding against any director or officer.

      Section 10.10  Saving  Clause.  If this Article X of these
Bylaws or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each director and may nevertheless indemnify
each officer to the full extent permitted by any applicable portion
of this Article X that shall not have been invalidated, or by any
other applicable law.

                                  ARTICLE XI

                                    NOTICES

      Section 11.1      Methods of Notice.

      (1)   Any notice under the MBCA or these Bylaws must be in
writing unless oral notice is reasonable under circumstances.

      (2)   Notice may be communicated in person; by telephone,
telegraph, teletype, facsimile, or other form of wire or wireless
communication; or by mail or private carrier.  If these forms of
personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where it is published
or by radio, television, or other form of public broadcast
communication.

      (3)   It shall not be necessary that the same method of giving
notice be employed in respect of all directors or shareholders.
One permissible method may be employed in respect of any one or
more directors or shareholders, and any other permissible method or
methods may be employed in respect of any other or others.  (Mont.
Code Ann. Section 35-1-116(1), (2)).

      Section 11.2      Notice  to  Corporation.  Written notice to the
corporation may be addressed to its registered agent at its
registered office or to the corporation or its secretary at its
principal office shown in its most recent annual report filed with
the Montana Secretary of State.  (Mont. Code Ann. Section 35-1-
116(4)).

      Section 11.3      Effective  Date  of  Notice.  (Mont. Code Ann.
Section 35-1-116(3), (5), (6)).

      (1)   Written notice by the corporation to its shareholders, if
in a comprehensible form, is effective when mailed if it is mailed
postpaid and correctly addressed to the shareholder's address shown
in the corporation's current record of shareholders.

      (2)   Except as provided in subsection (1) of this Section,
written notice, if in a comprehensible form, is effective at the
earliest of the following:

            (a)   When received;

                                     II-35
<PAGE>


            (b)   Five (5) days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid with correct
postage; or

            (c)   On the date shown on the return receipt, if sent by
certified mail, return receipt requested, and the receipt is signed
by or on behalf of the addressee.

      (3)   Oral notice is effective when communicated if
communicated in a comprehensible manner.

      Section 11.4      Address  Unknown.  If no address of a
shareholder or director be known, notice may be sent to the office
of the corporation required to be maintained pursuant to Section
11.2 of these Bylaws.

      Section 11.5      Affidavit  of  Mailing.  An affidavit of
mailing, executed by a duly authorized and competent employee of
the corporation or its transfer agent appointed with respect to the
class of stock affected, specifying the name and address or the
names and addresses of the shareholder or shareholders, or director
or directors, to whom any such notice or notices was or were given,
and the time and method of giving the same, shall be conclusive
evidence of the statements therein contained.

      Section 11.6      Failure  to  Receive  Notice.  The period or
limitation of time within which any shareholder may exercise any
option or right, or enjoy any privilege or benefit, or be required
to act, or within which any director may exercise any power or
right, or enjoy any privilege, pursuant to any notice sent him in
the manner above provided, shall not be affected or extended in any
manner by the failure of such shareholder or such director to
receive such notice.

      Section 11.7      Notice  to  Person  with  Whom  Communication
is  Unlawful.  Whenever notice is required to be given, under any
provision of law or of the Restated Articles of Incorporation or
Bylaws of the corporation, to any person with whom communication is
unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to
such person.  Any action or meeting which shall be taken or held
without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had
been duly given.  In the event that the action taken by the
corporation is such as to require the filing of a certificate under
any provision of the MBCA, the certificate shall state, if such is
the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom
communication is unlawful.

                                  ARTICLE XII

                             RECORDS  AND  REPORTS

      Section 12.1      Corporate  Records.  (Mont. Code Ann. Section
35-1-1106).

      (1)   The corporation shall keep as permanent records minutes
of all meetings of its shareholders and Board of Directors, a
record of all actions taken by the shareholders or Board

                                     II-36
<PAGE>


of Directors without a meeting, and a record of all actions taken
by a committee of the Board of Directors in place of the Board of
Directors on behalf of the corporation.

      (2)   The corporation shall maintain appropriate accounting
records.

      (3)   The corporation or its agent shall maintain a record of
its shareholders, in a form that permits preparation of a list of
the names and addresses of all shareholders, in alphabetical order
by class of shares showing the number and class of shares held by
each.

      (4)   The corporation shall maintain its records in written
form or in another form capable of conversion into written form
within a reasonable time.

      (5)   The corporation shall keep a copy of the following
records at its principal office or a location from which the
records may be recovered within two (2) business days:

            (a)   Its Articles or Restated Articles of Incorporation
and all amendments to them currently in effect;

            (b)   Its Bylaws or Restated Bylaws and all amendments to
them currently in effect;

            (c)   Resolutions adopted by its Board of Directors
creating one or more classes or series of shares and fixing their
relative rights, preferences, and limitations if shares issued
pursuant to those resolutions are outstanding;

            (d)   The minutes of all shareholders' meetings and
records of all action taken by shareholders without a meeting for
the past three (3) years;

            (e)   The financial statements available to shareholders
for the past three (3) years under Mont. Code Ann. Section 35-1-
1110;

            (f)   A list of the names and business addresses of its
current directors and officers; and

            (g)   Its most recent annual report delivered to the
Montana Secretary of State.

      Section 12.2      Inspection  of  Records  by  Shareholders.  In
addition to the rights of a shareholder under Section 3.12 of these
Bylaws:

      (1)   A shareholder of the corporation is entitled to inspect
and copy, during regular business hours at the corporation's
principal office, any of the records of the corporation described
in Section 12.1(5) of these Bylaws if the shareholder gives the
corporation written notice of the demand at least five (5) business
days before the date on which the shareholder wishes to inspect and
copy.

                                     II-37
<PAGE>


      (2)   A shareholder of the corporation is entitled to inspect
and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the
corporation if the shareholder meets the requirements of subsection
(3) of this Section and gives the corporation written notice of the
demand at least five (5) days before the date on which the
shareholder wishes to inspect and copy:

            (a)   Excerpts from minutes of any meeting of the Board of
Directors, records of any action of a committee of the Board of
Directors while acting in place of the Board of Directors on behalf
of the corporation, minutes of any meeting of the shareholders, and
records of action taken by the shareholders or Board of Directors
without a meeting, to the extent not subject to inspection under
subsection (1) of this Section;

            (b)   Accounting records of the corporation; and

            (c)   The record of shareholders.

      (3)   A shareholder may inspect and copy the records described
in subsection (2) of this Section only if:

            (a)   The demand is made in good faith and for a proper
purpose;

            (b)   The shareholder describes with reasonable
particularity the purpose and the records the shareholder desires
to inspect;

            (c)   The records are directly connected with the
shareholder's purpose; and

            (d)   The shareholder has been a shareholder of record for
at least six (6) months preceding the demand or the shareholder is
a holder of record of at least five (5) percent of all the
outstanding shares of the corporation

      (4)   For purposes of this Section, "shareholder" includes a
beneficial owner whose shares are held in a voting trust or by a
nominee on the shareholder's behalf.  (Mont. Code Ann. Section35-1-
1107).

      Section 12.3      Scope  of  Inspection  Right.

      (1)   A shareholder's agent or attorney has the same inspection
and copying rights as the shareholder the agent or attorney
represents.

      (2)   The right to copy records under Section 12.2 of these
Bylaws includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means.

      (3)   The corporation may impose a reasonable charge, covering
the costs of labor and material, for copies of documents provided
to the shareholders.  The charge may not exceed the estimated cost
of production or reproduction of the records.


                                     II-38
<PAGE>


      (4)   The corporation may comply with a shareholder's demand to
inspect the record of shareholders under Section 12.2(2)(c) of
these Bylaws by providing the shareholder with a list of
shareholders that was compiled no earlier than the date of the
shareholder's demand.  (Mont. Code Ann. Section 35-1-1108).

      Section 12.4      Financial  Statements  to  Shareholders.  Upon
the written request of any shareholder of the corporation, the
corporation shall mail to the shareholder its most recent financial
statements showing in reasonable detail its assets and liabilities
and the results of its operations.  (Mont. Code Ann. Section 35-1-
1110).

      Section 12.5      Other  Reports  to  Shareholders.

      (1)   If the corporation indemnifies or advances expenses to a
director under the MBCA or Article X of these Bylaws in connection
with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing
to the shareholders with or before the notice of the next
shareholders' meeting.

      (2)   If the corporation issues or authorizes the issuance of
shares for promissory notes or for promises to render services in
the future, the corporation shall report in writing to the
shareholders the number of shares authorized or issued and the
consideration received by the corporation with or before the notice
of the next shareholders' meeting.  (Mont. Code Ann. Section 35-1-
1111).

      Section 12.6      Annual  Report  to  Secretary  of  State.

      (1)   The corporation shall deliver to the Secretary of State
for filing an annual report that sets forth:

            (a)   The name of the corporation and the state or country
under whose law it is incorporated;

            (b)   The mailing address and, if different, street
address of its registered office and the name of its registered
agent at that office in this state;

            (c)   The address of its principal office;

            (d)   The names and business addresses of its directors
and principal officers;

            (e)   A brief description of the nature of its business;

            (f)         The total number of authorized shares, itemized
by class and series, if any, within each class; and

            (g)   The total number of issued and outstanding shares,
itemized by class and series, if any, within each class.

                                     II-39
<PAGE>


      (2)   Information in the annual report must be current as of
the date the annual report is executed on behalf of the
corporation.

      (3)   The first annual report must be delivered to the Montana
Secretary of State between January 1 and April 15 of the year
following the calendar year in which the corporation was
incorporated.  Subsequent annual reports must be delivered to the
Montana Secretary of State between January 1 and April 15.  (Mont.
Code Ann. Section 35-1-1104).

                                 ARTICLE XIII

                              GENERAL  PROVISIONS

      Section  13.1     Amendment  by  Board  of  Directors  or
Shareholders.  (Mont. Code Ann. Section 35-1-234).

      (1)   The Board of Directors may amend or repeal these Bylaws
unless:

            (a)   The Restated Articles of Incorporation or the MBCA
reserve this power exclusively to the shareholders in whole or
part; or

            (b)   The shareholders in amending, adding, or repealing
a particular Bylaw provide expressly that the Board of Directors
may not amend or repeal that Bylaw.

      (2)   The shareholders may amend or repeal these Bylaws even
though the Bylaws may also be amended or repealed by the Board of
Directors.

      Section 13.2      Interpretation; Severability.  These Bylaws may
contain any provision for managing the business and regulating the
affairs of the corporation that is not inconsistent with law or the
Restated Articles of Incorporation.  In the event any provision of
these Bylaws is inconsistent with law or the Articles of
Incorporation, such law or Restated Articles of Incorporation shall
govern.  If any one or more of the provisions contained in these
Bylaws, or any application thereof, shall be invalid, illegal or
unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein and any
other application thereof shall not in any way be affected or
impaired thereby.  (Mont. Code Ann. Sections 35-1-236(2); 35-1-
115(3)).

      Section 13.3      Fiscal  Year.  The fiscal year of the
corporation shall begin on the 1st day of January and end on the
31st day of December in each year.

                                     II-40
<PAGE>


      The foregoing Restated Bylaws of United States Antimony
Corporation, a Montana corporation, were adopted by the Board of
Directors of the corporation effective on the 31st day of October,
2000.



                                    /s/______________________________
                                         Secretary

                                     II-41
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.01
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 5 - COUNSEL OPINION WITH CONSENT
<TEXT>




                                 Exhibit 5.01

           OPINION AND CONSENT OF HAWLEY TROXELL ENNIS & HAWLEY LLP


                                     II-42

<PAGE>







                            _________________, 2000



United States Antimony Corporation
P.O. Box 643
1250 Prospect Creek Road
Thompson Falls, MT  59873

      Re:   United States Antimony Corporation
            Form SB-2 Registration Statement

Ladies and Gentlemen:

      This firm represents United States Antimony Corporation, a
Montana corporation (the "Company").  This opinion is delivered in
connection with the referenced Form SB-2 Registration Statement (as
amended by Amendment No. 1) relating to United States Antimony
Corporation, the issuance of up to 4,870,625 shares of the
Company's Common Stock, $.01 par value per share (hereinafter
referred to as the "Common Stock") upon conversion of certain
debentures and exercise of certain related warrants, and the resale
of up to 477,979 shares of the Company's Common Stock by certain
Selling Shareholders described in the Registration Statement.  In
connection therewith, we have examined originals or copies of
corporate records, certificates of public officials and of officers
of the Company and other instruments relating to the authorization
and issuance of such shares of Common Stock as we have deemed
relevant and necessary for the opinion hereinafter expressed.

      On the basis of the foregoing, we are of the opinion that (1)
the issuance of 477,979 shares of Common Stock upon conversion of
the Company's Series C preferred stock was duly authorized by the
Board of Directors of the Company and that those shares are legally
issued, fully paid and nonassessable; and (2) the issuance of up to
4,870,625 shares of Common Stock upon conversion of certain
debentures and exercise of certain related warrants has been duly
authorized by the Board of Directors of the Company, and that those
shares, when issued in accordance with the terms and conditions of
the debentures and/or the warrants, will be legally issued, fully
paid and nonassessable.

      The opinions herein expressed are limited to the laws of the
United States and to the Montana Business Corporation Act
(including the statutory provisions of that Act, the applicable
provisions of the Montana Constitution and reported judicial
decisions interpreting these laws), all as in effect on the date
hereof.

      We hereby consent to the filing of this opinion as an exhibit
to the Company's Registration Statement on Form SB-2 and any
amendment thereof, and to references to this Firm in the Prospectus
included in the Registration Statement.

                              Sincerely,

                              HAWLEY TROXELL ENNIS & HAWLEY LLP



                                     II-43
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10 - SUPPLY CONTRACTS
<TEXT>








                                 Exhibit 10.44

                               SUPPLY CONTRACTS


                                     II-44
<PAGE>

      Fortune America Trading Ltd.
      210 Rt. 4 East, Suite 304, Paramus, New Jersey 07652
      Tel: (201) 712-5550 * Fax: (201) 712-5518



TO:         US ANTIMONY CORP.

ATTN:       DAN DOUGHERTY / JOHN LAWRENCE

FROM:       G.L. ZHAO

DATE:       DECEMBER 14, 1999

SUB:        OUR S/C #99S-FATL-032
            480 MT ANTIMONY (40 MT MONTHLY)



WE ARE PLEASED TO CONFIRM TO HAVE SOLD TO YOU 480 MT OF 2ND GRADE
ANTIMONY METAL WITH 40 MT MONTHLY.  FOLLOWING PLEASE FIND OUR
S/C #99S-FATL-032, PLEASE COUNTERSIGN AND RETURN BACK TO OUR
OFFICE.

IF YOU HAVE ANY QUESTIONS PLEASE CALL.

BEST REGARDS,



/S/ G.L. ZHAO
- -------------------------


                                     II-45
<PAGE>


      Fortune America Trading Ltd.
      210 Rt. 4 East, Suite 304, Paramus, New Jersey 07652
      Tel: (201) 712-5550 * Fax: (201) 712-5518



*
                                SALES CONTRACT

Seller:     FORTUNE AMERICA TRADING LTD.       S/C#:  99S-FATL-032
            210 Rt. 4 East, Suite 304
            Paramus, NJ  07652                 Date:  December 14, 1999

Buyer:      United States Antimony Corporation
            P.O. Box 643
            Thompson Falls, Montana  59873-0643

The Seller agrees to sell and the Buyer agrees to buy the
undermentioned goods on the terms and conditions as stipulated
hereunder.



Product:    Antimony Metal

Quantity:   480 MT

Unit Price:       USD 1300/MT FOB Seattle Warehouse

Specs:      Sb 99.65% min; As 0.05% max; Pb 0.10% max; Se 50 ppm max;
            Hg 50 ppm max

Packing:    In Wooden Cases or Bundles of About 1 MT Net Each

Shipment:   40 MT Monthly from February 2000 - January 2001

Payment:    By Wire Transfer 30 Days After Release from Warehouse OR
            If Paying By Check, We Must Receive Check 7 Days Prior to
Due Date


                                    5% more or less at Seller's option




                                     II-46
<PAGE>


Documents:  The Seller shall present to the negotiating bank, clean
on board Bill of Lading (or clean on board Bill of Lading for
container transportation), Invoice, Quality Certificate, Survey
Report on Quantity/Weight when this contract is made on CIF basis.

Terms of Shipment (CIF and C&F)

1.    The Seller shall provide the carrying vessel, partial
shipments, transhipments and container transportation is/are
allowed.

2.    After loading is completed, the Seller shall notify the Buyer
by cable, telex or facsimile of the content number, description of
commodity, quantity, name of carrying vessel and date of shipment.

Quality/Quantity/Weight Discrepancy and Claims:  In case the
quality and/or quantity/weight are found by the Buyer to not be in
conformity with the contract after arrival of the goods at the port
of destination, the Buyer may lodge claim with the Seller supported
by a survey report issued by an inspection organization agreed upon
by both parties with the exception, however, of those claims for
which the insurance company and/or the shipping company are to be
held responsible.  The Buyers should file claim for quality
discrepancy within 30 days of arrival of the goods at the port of
destination while the Buyer should file quantity/weight discrepancy
claim within 15 days after arrival of the goods at the port of
destination.  The Seller shall within 30 days after receipt of the
notification of the claim send a reply to the Buyer.

Force Majeure:  In case of Force Majeure, the Seller shall not be
held responsible for late delivery or non-delivery of the goods,
but shall immediately notify the Buyer by cable, telex or
facsimile.  The Seller shall deliver to the Buyer by first class
registered airmail, if so requested by the Buyer, documentary
evidence of the accident issued by the competent authorities or
Government Authorized Institutions in the origin of goods country.

Arbitration:  All disputes in connection with this Contract or the
execution thereof shall be settled through friendly negotiations
between both parties.  If no settlement can be reached the case
shall then be submitted to the arbitration commission in the United
States for settlement by arbitration in accordance with the
commissions provisional rules of procedure.  The award rendered by
the commission shall be final and binding on both parties.  The
arbitration expenses shall be borne by the losing party unless
otherwise awarded by the arbitration organization.

Seller:                             Buyer:
FORTUNE AMERICA TRADING LTD.        United States Antimony Corporation



/s/__________________________       /s/____________________________

                                     II-47
<PAGE>

      Fortune America Trading Ltd.
      210 Rt. 4 East, Suite 304, Paramus, New Jersey 07652
      Tel: (201) 712-5550 * Fax: (201) 712-5518



TO:         US ANTIMONY CORP.

ATTN:       JOHN LAWRENCE / DAN DOUGHERTY

FROM:       G.L. ZHAO

DATE:       MARCH 27, 2000

SUB:        720 MT ANTIMONY METAL
            OUR S/C # 2000P-FATL-004



FOLLOWING MY MEETING TODAY WITH MR. DAN DOUGHERTY, I AM PLEASED TO
CONFIRM TO HAVE MADE A NEW CONTRACT WITH YOU FOR THE SALE OF 60 MT
ANTIMONY, MONTHLY FROM APRIL 2000 - MARCH 2001.

FOLLOWING PLEASE FIND OUR SALES CONTRACT #2000P-FATL-004.  PLEASE
COUNTERSIGN THIS CONTRACT AND RETURN TO US FOR OUR FILES.

THANKS & REGARDS,

G.L. ZHAO


                                     II-48
<PAGE>


      Fortune America Trading Ltd.
      210 Rt. 4 East, Suite 304, Paramus, New Jersey 07652
      Tel: (201) 712-5550 * Fax: (201) 712-5518




                                SALES CONTRACT

Seller:     FORTUNE AMERICA TRADING LTD.       S/C #:  2000S-FATL-004
            210 Rt. 4 East, Suite 304
            Paramus, NJ  07652                 Date:  March 27, 2000

Buyer:      United States Antimony Corporation
            P.O. Box 643
            Thompson Falls, Montana  59873-0643

The Seller agrees to sell and the Buyer agrees to buy the
undermentioned goods on the terms and conditions as stipulated
hereunder.



Product:    Antimony Metal

Quantity:   720 MT

Unit Price:       Low LMB Price for Antimony Plus USD 85.00/MT, in
                  Warehouse Seattle
                  Price to Be Based on LMB 1 Month Prior to Release
                  Date

Specs:      Sb 99.65% min; As 0.05% max; Pb 0.10% max; Se 50 ppm
            max; Hg 50 ppm max

Packing:    In Wooden Cases of About 1 MT Net Each

Shipment:   60 MT Monthly from April 2000 - March 2001

Payment:    By Wire Transfer 30 Days After Release from Warehouse OR
            If Paying By Check, We Must Receive Check 7 Days Prior to
            Due Date


                                    5% more or less at Seller's option



                                     II-49
<PAGE>


Documents:  The Seller shall present to the negotiating bank, clean
on board Bill of Lading (or clean on board Bill of Lading for
container transportation), Invoice, Quality Certificate, Survey
Report on Quantity/Weight when this contract is made on CIF basis.

Terms of Shipment (CIF and C&F)

1.    The Seller shall provide the carrying vessel, partial
shipments, transhipments and container transportation is/are
allowed.

2.    After loading is completed, the Seller shall notify the Buyer
by cable, telex or facsimile of the content number, description of
commodity, quantity, name of carrying vessel and date of shipment.

Quality/Quantity/Weight Discrepancy and Claims:  In case the
quality and/or quantity/weight are found by the Buyer to not be in
conformity with the contract after arrival of the goods at the port
of destination, the Buyer may lodge claim with the Seller supported
by a survey report issued by an inspection organization agreed upon
by both parties with the exception, however, of those claims for
which the insurance company and/or the shipping company are to be
held responsible.  The Buyers should file claim for quality
discrepancy within 30 days of arrival of the goods at the port of
destination while the Buyer should file quantity/weight discrepancy
claim within 15 days after arrival of the goods at the port of
destination.  The Seller shall within 30 days after receipt of the
notification of the claim send a reply to the Buyer.

Force Majeure:  In case of Force Majeure, the Seller shall not be
held responsible for late delivery or non-delivery of the goods,
but shall immediately notify the Buyer by cable, telex or
facsimile.  The Seller shall deliver to the Buyer by first class
registered airmail, if so requested by the Buyer, documentary
evidence of the accident issued by the competent authorities or
Government Authorized Institutions in the origin of goods country.

Arbitration:  All disputes in connection with this Contract or the
execution thereof shall be settled through friendly negotiations
between both parties.  If no settlement can be reached the case
shall then be submitted to the arbitration commission in the United
States for settlement by arbitration in accordance with the
commissions provisional rules of procedure.  The award rendered by
the commission shall be final and binding on both parties.  The
arbitration expenses shall be borne by the losing party unless
otherwise awarded by the arbitration organization.

Seller:                             Buyer:
FORTUNE AMERICA TRADING LTD.        United States Antimony Corporation



/s/__________________________       /s/__________________________

                                     II-50
<PAGE>

      Fortune America Trading Ltd.
      210 Rt. 4 East, Suite 304, Paramus, New Jersey 07652
      Tel: (201) 712-5550 * Fax: (201) 712-5518




TO:         UNITED STATES ANTIMONY CORP.

ATTN:       JOHN LAWRENCE

COPY:       DAN DOUGHERTY

FROM:       G.L. ZHAO / MICHELE SAMBOGNA

DATE:       AUGUST 16, 2000



AS PER YOUR CONVERSATION WITH MR. ZHAO THIS MORNING, WE HEREBY
AGREE TO THE FOLLOWING:

1.    WE AGREE TO CHANGE THE UNIT PRICE OF OUR INVOICE # 2000I-FATL-
026 FROM USD 1300/MT to USD 1385/MT.  THIS ADDED $85.00 IS FOR THE
SHIPPING COSTS FROM THE EAST COAST TO SEATTLE.

2.    WE AGREE TO GIVE U.S. ANTIMONY ONE MORE CONTAINER FOR AUGUST.
THE UNIT PRICE FOR THIS INVOICE WILL ALSO INCLUDE USD 85.00 FOR THE
SHIPPING COSTS FROM THE EAST COAST TO SEATTLE.

3.    AS SOON AS WE RECEIVE CONFIRMATION FOR OUR BANK THAT PAYMENT
(FOR OUR NEXT INVOICE DUE) HAS BEEN RECEIVED IN OUR BANK, WE WILL
RELEASE THE NEXT CONTAINER (AS MENTIONED ABOVE).

KINDLY PLEASE COUNTERSIGN THIS AGREEMENT AND RETURN BACK TO OUR
OFFICE.  BY SIGNING THIS AGREEMENT BOTH PARTIES AGREE TO ALL OF THE
TERMS LISTED ABOVE.

BEST REGARDS,



/s/_____________________________         /s/____________________________
MICHELE SAMBOGNA                         JOHN LAWRENCE
FOR AND ON BEHALF OF                     FOR AND ON BEHALF OF
FORTUNE AMERICA TRADING LTD.             U.S. ANTIMONY CORP.

                                     II-51
<PAGE>

                                     USAC
                         United States Antimony Corp.
                           1250 Prospect Creek Road
                           Thompson Falls, MT  59873
                   Phone (406) 827-3523  Fax (406) 827-3543


                            FACSIMILE TRANSMISSION



To:  G.L. Zhao                      Company:  Fortune America Trading


Fax:  201-712-5518                  Pages:  1


From:  Dan Dougherty                Date:  August 16, 2000


Re:  Metal Requirements             CC:  M. Sambogna, USAC - J.L.


__ Urgent               _X For Review          __ Please Comment
__ Please Reply         __ Please Recycle



Thank you for your assistance today with our metal needs.  We look
forward to your return to the U.S. on Monday and our conversation
on Tuesday.  We will review your metal commitment to supply two (2)
containers per month at a fixed price for Kohler and five (5)
containers per month based on a formula.

We appreciate the difficulties in the metal supply and we look
forward to working with you in our partnership for future business.

Regards,



/s/ Daniel T. Dougherty
- -------------------------

                                     II-52
<PAGE>

      Fortune America Trading Ltd.
      210 Rt. 4 East, Suite 304, Paramus, New Jersey 07652
      Tel: (201) 712-5550 * Fax: (201) 712-5518




TO:         UNITED STATES ANTIMONY CORP.

ATTN:       JOHN LAWRENCE

COPY:       DAN DOUGHERTY

FROM:       G.L. ZHAO / MICHELE SAMBOGNA

DATE:       AUGUST 22, 2000


AS PER OUR CONVERSATION A MOMENT AGO, WE BOTH AGREED ON THE
FOLLOWING:

1.    WE BOTH UNDERSTAND THE DIFFICULTY IN GETTING ANY MATERIAL FROM
CHINA, REGARDLESS OF PRICE.  WE VERBALLY AGREED THAT IN THE CASE
THAT FORTUNE AMERICA TRADING HAS ANY EXTRA MATERIAL WE CAN OFFER
THIS TO U.S. ANTIMONY AS AN ADDITION TO THE ALREADY CONTRACTED 60
MT MONTHLY.  AT THIS MOMENT IT IS ALMOST IMPOSSIBLE TO GET ANY
MATERIAL FROM CHINA AND WE CAN NOT FORSEE GETTING ANY MORE THAN THE
CONTRACT 5 CONTAINERS (INCLUDING KHOLAR) FOR AUGUST, SEPTEMBER AND
OCTOBER.  WE PROMISE THAT WE WILL TRY OUR BEST TO EVEN GET THIS
CONTRACTED 5 CONTAINERS.

2.    ALSO, WE BOTH UNDERSTAND THAT THE PRICE WHICH WE DELIVER TO
YOU, ESPECIALLY THE KHOLAR BUSINESS IS KILLING OUR COMPANY.  WE ARE
LOSING A FEW HUNDRED PER MT FOR THE PAST FEW MONTHS AND WE WILL
LOSE EVEN MORE IN THE MONTHS TO COME.  JOHN, YOU UNDERSTAND THIS
AND YOU AGREE TO DISCUSS THIS PRICE SITUATION WITHIN THE NEXT FEW
DAYS.

3.    U.S. ANTIMONY WISHES FOR US TO RELEASE ONE CONTAINER TODAY.
WE WILL DISCUSS WITH OUR BANK WHETHER THIS IS POSSIBLE OR NOT AND
WILL INFORM YOU OF THE RESULTS.  AS WE DISCUSSED, THE TOTAL 5
CONTAINERS HAVE ALREADY BEEN FULFILLED FOR AUGUST AND THIS RELEASE
WILL BE UNDER OUR SEPTEMBER QUOTA.  AS FOR THE PRICING, WE WILL
WAIT TO MAKE OUR INVOICE UNTIL AFTER OUR NEXT DISCUSSION.


BEST REGARDS,



/s/____________________________          /s/____________________________
MICHELE SAMBOGNA                         JOHN LAWRENCE
FOR AND ON BEHALF OF                     FOR AND ON BEHALF OF
FORTUNE AMERICA TRADING LTD.             U.S. ANTIMONY CORP.

                                     II-53
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.01
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 21 - SUBSIDIARY OF THE COMPANY
<TEXT>







                                 Exhibit 21.01

                           SUBSIDIARY OF THE COMPANY


United States Antimony Corporation - Montana

                                     II-54
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 23 - CPA CONSENT
<TEXT>








                                 Exhibit 23.02

                   CONSENT OF DECORIA, MAICHEL & TEAGUE P.S.

                                     II-55
<PAGE>







                   CONSENT OF DECORIA, MAICHEL & TEAGUE P.S.


          As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our report dated    March 11,     2000, included in the Company's
Form 10-KSB for the year ended December 31, 1999, and to all
references to our Firm included in this registration statement.

                        DECORIA, MAICHEL & TEAGUE P.S.


                        /s/ Decoria, Maichel & Teague P.S.
                        _____________________________________________


Spokane, Washington
   October     _____, 2000

                                     II-56
<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
