-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FKqw1YaBOp2mpcV51GmFfIXjbFHOju8D527aYORwuHl0uiyoiA20USTnRNHrwhe2
 jF/Qce5LF1qmowbcmowGVQ==

<SEC-DOCUMENT>0001059016-01-000026.txt : 20010416
<SEC-HEADER>0001059016-01-000026.hdr.sgml : 20010416
ACCESSION NUMBER:		0001059016-01-000026
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNITED STATES ANTIMONY CORP
		CENTRAL INDEX KEY:			0000101538
		STANDARD INDUSTRIAL CLASSIFICATION:	PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330]
		IRS NUMBER:				810305822
		STATE OF INCORPORATION:			MT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		
		SEC FILE NUMBER:	001-08675
		FILM NUMBER:		1601701

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AGAU MINES INC
		DATE OF NAME CHANGE:	19740728
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>0001.htm
<DESCRIPTION>UNITED STATES ANTIMONY CORPORATION FORM 10-KSB
<TEXT>

<HTML>
<HEAD>
<TITLE> Entertainment Technologies and Programs, Inc. Form S-8</TITLE>
</HEAD>

<BODY>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES
AND EXCHANGE COMMISSION</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Washington,
D.C. 20549</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM 10-KSB</FONT></H1>

(Mark One)
<PRE>
[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                    For the fiscal year ended December 31, 2000

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   For the transition period             to
                                                                --------      --------
</PRE>
                                          Commission file number 33-00215
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED
STATES ANTIMONY CORPORATION</FONT></H1>

                                  (Name of small business issuer in its charter)
<PRE>
             Montana                                                                               81-0305822
 (State or other jurisdiction of                                                                (I.R.S. Employer
  incorporation or organization)                                                              Identification No.)

                 P.O. Box 643, Thompson Falls, Montana                                  59873
                 (Address of principal executive offices)                            (Zip code)
</PRE>
                        Registrant's telephone number, including area code: (406) 827-3523

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par value $.01 per share

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. </FONT></P>

Yes          X                No
          --------                   --------

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ] </FONT></P>

The registrant's revenues for its most recent fiscal year were $5,016,661.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The aggregate market value
of the voting stock held by non-affiliates of the registrant, based on the
average bid price of such stock, was $3,167,632 as of March 30, 2001. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>At March 30, 2001, the
registrant had 18,585,564 outstanding shares of par value $.01 common stock. </FONT></P>


<PAGE>




<PRE>
                                              TABLE OF CONTENTS

                                                      PART I

ITEM 1.       DESCRIPTION OF BUSINESS................................................................            1
                 General ............................................................................            1
                 Summary.............................................................................            1
                 Antimony Division...................................................................            1
                 Gold Division.......................................................................            2
                 Environmental Matters...............................................................            2
                 Marketing...........................................................................            3
                 Antimony Price Fluctuations.........................................................            4
                 Other...............................................................................            4
                 Employees...........................................................................            4

ITEM 2.       DESCRIPTION OF PROPERTIES..............................................................            5
                 Antimony Division...................................................................            5
                 Gold Division.......................................................................            5
                 Zeolite ............................................................................            5

ITEM 3.       LEGAL PROCEEDINGS......................................................................            5

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................................            6

                                                      PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS................................................................................            6

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
              OPERATIONS.............................................................................            7

ITEM 7.       FINANCIAL STATEMENTS...................................................................            9

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE....................................................            9

                                                     PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
              ACT..................................................................................10

ITEM 10.      EXECUTIVE COMPENSATION.................................................................           11

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT.............................................................................           11

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................................           13

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K.......................................................           13

SIGNATURES       ..................................................................................16

FINANCIAL STATEMENTS.................................................................................       F1-F26

EXHIBITS
              AMENDED AND RESTATED BYLAWS............................................................            I
              CORRECTED RESTATED ARTICLES OF INCORPORATION...........................................           II

</PRE>

<PAGE>






<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 1.
Description of Business</FONT></H2>

General

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

Summary

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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, USAC
suspended its antimony mining operations when it became possible to purchase
antimony raw materials more economically from foreign sources. The principal
business of USAC has been the production of antimony products and the mining and
milling of gold. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC 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 USAC will be able to continue to meet
its obligations and continue in existence as a going concern (see Note 1 to the
Financial Statements). </FONT></P>

Antimony Division

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC'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. USAC holds 12 patented lode claims, some of which are contiguous, and 2
patented mill sites. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Prior to 1984, USAC 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. USAC's underground
antimony mining operations may be reopened in the future should raw material
prices warrant doing so. USAC 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. Significant increases in world antimony metal prices have necessitated
renegotiation of USAC'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 USAC to increase the prices of
its antimony products and to increase its gross profits. In addition, USAC is
covering its customer supply contract requirements by obtaining antimony metal
from other foreign and domestic sources. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company is 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 USAC. USAC obtains antimony
metal, the raw material for our antimony products, primarily (70%) 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. USAC 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, USAC 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
USAC's plant near Thompson Falls, Montana for further processing. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>From refined antimony
metal, USAC 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. USAC also sells antimony metal
for use in bearings, storage batteries and ordnance. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC estimates that its
present share of the domestic market for antimony oxide products is
approximately 10% to 12%. USAC has had three principal domestic competitors. The
balance of domestic sales are foreign imports (primarily from Chinese and
Belgian suppliers). </FONT></P>

Gold Division

Yankee  Fork  Mining  District.  Until  1989,  USAC mined and milled  gold and  silver in the  Yankee  Fork  Mining
District in Custer  County,  Idaho.  The site is  currently  undergoing  environmental  remediation  pursuant to an
Idaho Department of Environmental Quality consent decree.  See "Environmental Matters".

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Yellow Jacket Mining
District</I>. During the years from 1991 to 1996 USAC mined, milled and sold
gold bullion produced from the Yellow Jacket mine. In 1996, production at the
Yellow Jacket was suspended due to recurring operating losses and declines in
precious metal prices. 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. </FONT></P>

Zeolite Division

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC owns 75% of Bear River
Zeolite Company ("BRZ"), an Idaho corporation incorporated on June 1,
2000. BRZ has entered into a ten-year mining lease with Webster Farm, L.L.C. The
lease entitles BRZ to surface mine and process zeolite on property located in
Preston, Idaho in exchange for a royalty payment. The royalty is a percentage of
the unprocessed ore sale price which varies between 5%-7%. The minimum annual
royalty during the first five years is $1,000. The royalty is also payable on
zeolite mined on adjacent Bureau of Land Management ("BLM"), ground on
which BRZ has located five additional BLM claims, if BRZ accesses those claims
across the leased property. BRZ is currently constructing a processing plant on
the property. Mining and processing equipment will be leased to BRZ by USAC; and
USAC will advance development and start-up costs. Production and sale of zeolite
is not expected to contribute materially to USAC's operating revenues in
the near future. </FONT></P>

Environmental Matters

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The exploration,
development and production programs conducted in the United States are subject
to local, state and federal regulations regarding environmental protection.
Certain of USAC's production and mining activities are conducted on public
lands. USAC 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All operations by USAC
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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC 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 USAC's reclamation and remediation plans which
may be required due to changes in federal regulations could have an adverse
effect on USAC's operations. In 1994, the U.S. Forest Service, under the
provisions of the Comprehensive Environmental Response Liability Act of 1980,
designated USAC'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,
USAC 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. USAC has been reclaiming the property; and, as of
December 31, 2000, the cyanide solution cleanup was complete, the mill
removed, and some of the cyanide leach residue disposed of. Only earth moving,
monitoring activities, and the containment of the remaining cyanide leach
residue in a containment vault 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
Idaho Department of Environmental Quality will terminate the consent decree.
Reclamation activities are currently at a standstill due to weather conditions
at the site and the completion of a biological assessment to be submitted to the
National Marine Fisheries Service and the U. S. Fish and Wildlife Service. Upon
receiving clearance from the U. S. Forest Service to commence the Phase II
reclamation work the Company anticipates substantial completion of reclamation
in a six to twelve month period. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC has environmental
remediation obligations at its antimony processing site near Thompson Falls,
Montana ("the Stibnite Hill Mine Site"). Under the regulatory
jurisdiction of the Montana Department of Environmental Quality and the U.S.
Forest Service and subject to the operating permit requirements of the Montana
Department of Environmental Quality, USAC has performed substantial
environmental reclamation activities at this site during 1999 and 2000. These
activities included installation of a PVC cover 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. USAC plans to line a storm water pond and construct
a water treatment facility, thus fulfilling the majority of its environmental
responsibilities at the Stibnite Hill Mine site. Currently, reclamation
activities have temporarily ceased while federal and state regulatory agencies
make certain determinations relating to the disposition of the Company's
slag material. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During the second quarter
of 1999, USAC began final reclamation and closure at the Yellow Jacket property.
During the third and fourth quarters of 1999 USAC 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. Reclamation work is commencing on the
clean-up of non-cyanide tailings material at the property; and USAC 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 USAC that had
been deposited for remediation of the Yellow Jacket Mine. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. USAC has complied with regulators' requirements and
does not expect the imposition of substantial additional requirements. The
Company may have to increase its accrual for reclamation costs, however, if
state and federal regulators require USAC to perform additional remediation
activities if environmental laws change. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC 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
$123,250. </FONT></P>

Marketing

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During the first quarter of
1999, and in prior years dating back to 1991, USAC marketed its antimony
products with HoltraChem, Inc. and later its successor, BCS, in a 50/50 profit
sharing arrangement. In March 1999, USAC notified BCS that it was terminating
the agreements that HoltraChem had assigned BCS, and that USAC was going to
market and distribute antimony products independently. As a result USAC took
steps to market its products to existing and prospective customers, and has been
able to do so successfully. USAC employs full time marketing personnel and has
negotiated various commission-based sales agreements with other chemical sales
agents. </FONT></P>

Antimony Price Fluctuations

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The operating results of
USAC 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
USAC. </FONT></P>

<PRE>
   Year      Average Price
   ----      -------------
   2000          $0.67
   1999           0.58
   1998           0.63
   1997           0.93
   1996           1.60
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The range of sales prices
for antimony oxide per pound is as follows for the periods indicated: </FONT></P>

<PRE>
   Year       High      Low       Average Price
   ----       ----      ---       -------------
   2000       $5.88    $0.65          $0.99
   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
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Antimony metal prices are determined
by a number of variables over which USAC 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,
USAC's revenues and profitability may be adversely affected. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC uses antimony metal as
a raw material for its products. USAC 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 a metal dealer, pursuant to a long-term supply contract to supply
antimony metal at a fixed price. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Until recently, antimony
prices have been at a 35 year low. Beginning in late June 2000, prices had 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 was below current market price. The dealer refused to
supply metal at the contracted price, forcing USAC to purchase antimony metal
from this dealer and other sources at current world market prices. However, USAC
has been able to raise its antimony product prices to its customers and to
increase its gross profits. USAC's USAMSA venture is intended eventually to
reduce USAC's dependence on foreign sources but is not expected to provide
sufficient raw material for several years. </FONT></P>

Other

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC holds no material
patents, licenses, franchises or concessions, but considers its antimony
processing plant proprietary in nature. USAC uses the trade name "Montana
Brand Antimony Oxide" for the marketing of its antimony products. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC 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. </FONT></P>

Employees

As of March  30,  2001,  USAC  employed  25  full-time  employees.  The  number  of  full-time  employees  may vary
seasonally.  None of USAC's employees is covered by any collective bargaining agreement.
Item 2. Description of Properties

Antimony Division

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC's
principal plant and mine are located in the Burns Mining District, Sanders
County, Montana, approximately 15 miles west of Thompson Falls, Montana. USAC
holds 2 patented mill sites and 12 patented lode mining claims covering 192
acres. The lode claims are contiguous within two groups. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Antimony mining and milling
operations were curtailed during 1983 due to continued declines in the price of
antimony. USAC 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. </FONT></P>

Gold Division

Yankee Fork Mining and Yellow Jacket Mining Districts
- ---------------------------------------------------

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The registrant is engaged
in reclamation activities on two former gold mining properties located in Custer
and Lehmi Counties in Idaho. </FONT></P>

Zeolite Division

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC owns 75% of Bear River
Zeolite Company ("BRZ"), an Idaho corporation incorporated on June 1,
2000. BRZ has entered into a ten-year mining lease with Webster Farm, L.L.C. The
lease entitles BRZ to surface mine and process zeolite on property located in
Preston, Idaho in exchange for a royalty payment. The royalty is a percentage of
the unprocessed ore sale price which varies between 5%-7%. The minimum annual
royalty during the first five years is $1,000. The royalty is also payable on
zeolite mined on adjacent Bureau of Land Management ("BLM"), ground on
which BRZ has located five additional BLM claims, if BRZ accesses those claims
across the leased property. BRZ is currently constructing a processing plant on
the property. Mining and processing equipment will be leased to BRZ by USAC; and
USAC will advance development and start-up costs. Production and sale of zeolite
is not expected to contribute materially to USAC's operating revenues in
the near future. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3. Legal
Proceedings</FONT></H2>

At December 31, 2000, the company was involved in no material legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

         On October 31, 2000, at an annual meeting of stockholders the following directors were re-elected: (1)
<PRE>
                                            Votes For                  Votes Against             Votes Abstained
                                            ---------                  -------------             ---------------
         John C. Lawrence                    14,657,428                    6,300                       14,586
         Robert A. Rice                      10,202,024                    7,800                       84,574
         Leo Jackson                         10,379,150                    7,350                       37,824
</PRE>
         (1)  Based on cumulative voting privileges of 11,859,172 shares represented at the meeting in person or
         by proxy, out of the 17,860,384 shares outstanding and entitled to vote as of the record date, August 3,
         2000.


         Also at the annual meeting the following three proposals were approved by the stockholders:

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Proposal
2. Amend the Company's Articles of Incorporation to increase the number of
authorized shares of common stock available for issuance from 20,000,000 to
30,000,000.</FONT></TD>
</TR>
</TABLE>
<BR>

<PRE>
                                            Votes For                  Votes Against             Votes Abstained
                                            ---------                  -------------             ---------------
                                             11,753,588                     70,148                     34,186

</PRE>
         Proposal 3.  Amend the Company's Articles of Incorporation to authorize a variable sized board
<PRE>
                                            Votes For                  Votes Against             Votes Abstained
                                            ---------                  -------------             ---------------
                                              9,645,353                  2,181,763                     30,806
</PRE>
         Proposal 4.  Ratify the appointment of the Company's independent auditors for the fiscal year ending
         December 31, 2000
<PRE>
                                            Votes For                  Votes Against             Votes Abstained
                                            ---------                  -------------             ---------------
                                              9,687,003                  2,137,033                     33,886
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5. Market
for Common Equity and Related Stockholder Matters</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following table sets
forth the range of high and low bid prices as reported by the Over the Counter
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." </FONT></P>

<PRE>
                                        2000                   High              Low
                                                               ----              ---
                                    First Quarter             $0.95             $0.22
                                    Second Quarter             0.88              0.20
                                    Third Quarter              0.78              0.32
                                    Fourth Quarter             0.41              0.13

                                        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

</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The approximate number of
record holders of USAC's common stock at December 31, 2000 is 2,700. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No dividends have been paid
or declared by USAC during the last five years; and USAC does not anticipate
paying dividends on its common stock in the foreseeable future. Instead, USAC
expects to retain its earnings for the operation and expansion of its business. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6.
Management's Discussion and Analysis or Plan of Operations</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

Results of Operations

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company reported a net
loss of $67,699 during 2000 compared to net income of income of $304,015 in
1999. The net loss in 2000 is primarily attributable to a $985,425 loss from
operating activities in 2000, offset by an extraordinary gain recognized on the
conversion of certain debts to common stock of $917,726. The net income in 1999
is primarily due to an extraordinary gain of $611,693 recognized on the
conversion of certain debts to common stock. Without the effect of the
extraordinary gain, the Company would have experienced a net loss from its
operating activities of $307,677 during 1999. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Total revenues from
antimony product sales during 2000 were $5,016,661 compared to $4,710,278 in
1999. The increase in sales during 2000 was partially due to the Company's
sharing of 50% of antimony product sales with an affiliated sales company during
the first quarter of 1999 compared to selling all of its antimony products
independently during 2000. Sales of antimony products during 2000 were 5,039,327
pounds at an average sale price of $1.00 per pound; during 1999 5,517,443 pounds
of antimony products were sold at an average sales price of $0.85 per pound.
Gross profit from antimony product sales was $472,890 in 2000, or 9% of sales,
compared to $876,178 in 1999, or 18.6% of sales. The decrease in gross profit
during 2000 was due to rapidly escalating antimony metal prices during the year
that were quickly reflected in higher production costs and, correspondingly,
higher cost of sales. Antimony product sale prices in the market reacted slower
to the increase in metal prices however, as competitors with greater quantities
of finished goods inventory on hand were able to continue selling products at
prices that were in effect prior to the increase in metal prices. During the
last quarter of 2000 and the first quarter of 2001, antimony product sales
prices increased; and as a result, the Company anticipates the return to a
higher level of gross profit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Combined care, maintenance
and reclamation costs and exploration and evaluation costs at the Yellow Jacket
property totaled $241,244 during 2000 compared to $200,867 in 1999. The increase
during 2000 was due to the Company's increased reclamation activities
during 2000 compared to 1999. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During 2000 and 1999 the
Company recorded $25,615 and $51,150, respectively, of reclamation costs on its
antimony properties that were not charged against its accrued reclamation
liability based on the Company's revised estimates of reclamation costs
required to fulfill its antimony reclamation obligations. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During 1999, the Company
made adjustments to accrued reclamation costs of $70,000 to reflect
management's estimate of costs remaining to reclaim the Company's
Preacher's Cove property. During 2000, no adjustments were made to
reclamation liabilities. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>General and administrative
expenses increased from $400,432 in 1999, to $631,869, an increase of $231,437
or approximately 58%. The increase in 2000 compared to 1999 was principally due
to consulting expenses compensated with shares of the Company's common
stock totaling approximately $150,000 and legal and accounting costs of
approximately $64,000, associated with the filing of a registration statement
with the Securities and Exchange Commission. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Antimony sales expenses
were $339,267 during 2000 and comparable to sales expenses of $337,309 during
1999. Management expects sales expenses to decrease in future periods based on
restructuring efforts made to its sales staff during 2000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Interest expense of
$157,145 in 2000 decreased compared to interest expense of $185,985 in 1999
primarily due to the conversion of certain debts to common stock in 2000.
Interest and other income was $8,459 in 2000 and $12,190 in 1999. The decrease
in interest and other income during 2000 was primarily due to decreased interest
earnings on reclamation bonds, when bonds were released to the Company during
2000 as the Yellow Jacket property reclamation progressed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In 2000, the Company
settled and extinguished a debt owed the Estate of Bobby C. Hamilton of
approximately $1.5 million (see Financial Condition and Liquidity) through
payment of $500,000 cash and issuance of 250,000 shares of the Company's
restricted common stock. In connection with the settlement the Company recorded
an extraordinary gain of $917,726. 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. </FONT></P>

Financial Condition and Liquidity

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>At December 31, 2000,
Company assets totaled $843,920, and there was a stockholders' deficit of
$1,708,085. The stockholders' deficit decreased $475,110 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Cash used by operations
during 2000 was $791,089 compared to net cash provided by operations during 1999
of $59,986, a change of approximately $851,000. The change in cash used by
operations in 2000 compared to cash provided by operations in 1999 was primarily
due to the operating loss (before extraordinary item) of $985,425 in 2000
compared to the similar operating loss of $307,677 during 1999. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Investing activities used
$38,499 during 2000 compared to $76,417 used in 1999. Cash used in investing
activities during both years related exclusively to purchases and construction
of antimony plant and equipment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Financing activities
provided $892,588 during 2000 compared to $16,431 of cash in 1999. Cash from
financing activities in 2000 related principally to cash received from the sale
of convertible debentures (and related warrants) and common stock sales. Cash
provided during 1999 related primarily to cash received from bank financing. </FONT></P>
<PRE>
Other significant financial commitments for future periods will include:

    Servicing notes payable to bank.

    Servicing convertible debenture interest and principal payments.

    Completion and maintenance of an evergreen registration statement for common shares held by certain
    shareholders.

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

    Fulfilling responsibilities with environmental, labor safety and securities regulatory agencies.
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In an effort to improve
USAC's financial condition, USAC's management, during the second
quarter of 2000, negotiated the settlement of a debt of approximately $1.5
million owed the Estate of Bobby C. Hamilton (the "Estate"). USAC
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 USAC's
common stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The cash payment to the
Estate was financed by the issuance of $600,000 of Debentures pursuant to a
financing agreement with Thomson Kernaghan and Co., Ltd., a Canadian
investment banker. The financing agreement with Thomson Kernaghan provided,
among other things, for the sale of up to $1,500,000 of USAC's convertible
debentures to the investment banker and its affiliates. The debentures are
convertible into common stock at a price per share equal to 75% of the average
of the three lowest closing bid prices per share of USAC's 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 debentures are due two
years from their issue date and accrue interest at 10% to be paid annually on
each anniversary date of the issue. During 2000, USAC issued $675,000 of
convertible debentures pursuant to the financing agreement. The maximum
conversion price is $0.29125 per share. In connection with the debenture sale,
USAC issued warrants to purchase 1,394,230 shares of common stock at $0.39 per
share. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The financing agreement
required that USAC execute a registration rights agreement, binding USAC to
prepare and file a registration statement with the Securities and Exchange
Commission registering the resale of shares of common stock issuable upon
conversion of the debentures and upon exercise of the related warrants, 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.
During 2000, USAC expended substantial resources in preparation of the
registration statement; but as of the date of this report, the registration
statement has not yet become effective. The registration rights agreement that
USAC executed provides for certain liquidated damages to be payable to the
debenture holders for the delay of the effectiveness of the registration
statement. The liquidated damages are calculated as two percent (2%) per month
of the aggregate value of the principal amount of the debentures outstanding
combined with the aggregate exercise prices of the outstanding purchasers'
and agent's warrants issued in connection with the convertible debentures,
accrued on a daily basis subsequent to the registration deadline. Accordingly,
the filing of an effective registration statement for the convertible debentures
continues to be a significant priority of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During 2000, the Company
issued $247,922 of 10% convertible debentures (due December 2003) to John C.
Lawrence, the Company's president and a director. The debentures were
issued in exchange for various cash advances the Company had received for
working capital purposes from Mr. Lawrence during the year. Also in December
2000, USAC issued two $50,000 10% convertible debentures (one $50,000 debenture
being due November 22, 2003 and the second debenture being due December 12,
2003) to Al Dugan, a USAC shareholder and accredited investor, in exchange for
$100,000 cash paid by Mr. Dugan and used for working capital purposes. The
debentures issued to Mr. Lawrence and Mr. Dugan are convertible into USAC's
common stock at a conversion price which is the lower of $0.31 per share or 75%
of the average of the three lowest closing bid prices for USAC's common
stock as quoted by Bloomberg L.P. in the 20 trading days immediately preceding
the conversion date. In connection with the issuance of these debentures USAC
issued warrants to Mr. Lawrence and Mr. Dugan to purchase 151,213 and 60,974
shares of common stock, respectively, at $0.41 per share. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In 2000, the Company sold
782,511 shares of its common stock for $255,000, with 100,000 shares sold
pursuant to the exercise of stock purchase warrants. Proceeds from stock sales
were used to fund the Company's operations. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company anticipates
funding its operations through additional sales of common stock and debt
financing in 2001. The Company believes that it will have additional financial
resources from increasing gross profits from its antimony business and sales of
zeolite from its newly formed Bear River Zeolite Company subsidiary. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7.
Financial Statements</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The consolidated financial
statements of the registrant are included herein on pages F1-F25<B>.</B> </FONT></P>

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART III</FONT></H2>

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance with
           Section 16(a) of the Exchange Act

Identification of Directors and Executive Officers are as follows:
<PRE>
                                                            Affiliation
      Name                      Age       with Registrant   Expiration of Term
   --------                     ---       ----------------- ------------------
   John C. Lawrence                       62               President, Director           Annual meeting
   Robert A. Rice                         76               Director                      Annual meeting
   Leo Jackson                            59               Director                      Annual meeting
   Gary D. Babbitt                        54               Director                      Annual meeting

</PRE>
<PRE>
Business Experience of Directors and Executive Officers

John C. Lawrence
- ----------------

Mr.  Lawrence has been the President  and a Director of USAC since its  inception.  Mr.  Lawrence was the President
and a Director of AGAU Mines,  Inc.,  the  predecessor of USAC,  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 USAC 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 USAC since February 1999.

Gary D. Babbitt
- ---------------

Mr.  Babbitt is a partner in the Boise,  Idaho law firm of Hawley  Troxell  Ennis and Hawley  LLP,  and has served as
USAC's legal  counsel for several  years.  Mr.  Babbitt  concentrates  his law practice in  commercial  litigation,
environmental  matters and mining law. He is a member of the Society of Mining  Engineers,  a director of the Idaho
Mining  Association,  and a trustee of the Rocky Mountain  Mineral Law  Foundation.  Mr. Babbitt was appointed as a
director when the Board expanded to four members in November 2000.
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC 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. </FONT></P>

Board Meetings and Committees

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USAC's Board of
Directors held twelve (12) regular meetings during the 2000 calendar year. Each
incumbent director attended at least 75% of the meetings held during the 2000
calendar year, in the aggregate, by the Board. USAC's Board of Directors
does not have a Compensation Committee, an Audit Committee, or a Nominating
Committee. </FONT></P>

Board Member Compensation

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Beginning in 2000, USAC
pays directors' fees in the form of 25,000 shares of USAC's Common
Stock per year per director. Directors are also reimbursed reasonable
out-of-pocket expenses in connection with attending meetings. </FONT></P>

Section 16(a) Beneficial Ownership Reporting Compliance

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 16(a) of the
Securities Exchange Act of 1934 requires that USAC's directors, executive
officers and holders of 10% or more of USAC's common stock file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and stockholders holding more than 10% of USAC's common
stock are required by the regulation to furnish USAC with copies of all Section
16(a) forms they have filed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Based solely on review of
copies of Forms 3, 4, and 5 furnished to USAC, Mr. Lawrence timely filed Form 4
reports during 2000 and timely filed a Form 5 annual report with respect to the
2000 fiscal year. Mr. Babbitt is late filing a Form 5 report for the 2000 fiscal
year. It is unknown to the Company if Mr. Rice and Mr. Jackson timely filed,
during 2000, Form 4 reports upon receipt of annual stock compensation or Form 5
annual reports with respect to the 2000 fiscal year. It is unknown to the
Company if Al Dugan, a shareholder who became a 10% beneficial owner during
2000, timely filed Form 3 or Form 4 reports during 2000, or timely filed a Form
5 report for the 2000 fiscal year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 10.
Executive Compensation</FONT></H2>

Summary Compensation Table

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Securities and Exchange
Commission requires the following table setting forth for fiscal years ending
December 31, 2000, 1999 and 1998, the compensation paid by USAC to its principal
executive officer. </FONT></P>

<PRE>
- -------------------------- ------ ----------------------------------- ---------------------------------------------

                                         Annual Compensation                     Long-Term Compensation
- -------------------------- ------ ----------------------------------- ---------------------------------------------
- -------------------------- ------ ----------- ------- --------------- --------------------- -----------------------

                                                                             Awards                Payouts
- -------------------------- ------ ----------- ------- --------------- --------------------- -----------------------
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------

                                                                      Restricted Securities
Name and Principal                                    Other Annual    Options/   Underlying All        All Other
Position                   Year   Salary      Bonus   Compensation(1) Awards(3)  LTIP SARs  Other      Compensation
                                                                                            Payouts
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------

John C. Lawrence,          2000   $81,000     N/A         $4,154       $3,250      None       None        None
President
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------

John C. Lawrence,          1999   $72,000     N/A         $4,154        $720       None       None        None
President
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------

John C. Lawrence,          1998   $72,000     N/A         $4,154        $844       None       None        None
President
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------

(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 shares of USAC's restricted Common Stock.
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 11.
Security Ownership of Certain Beneficial Owners and Management</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following tables set
forth certain information, as of March 30, 2001, regarding beneficial ownership
of USAC's stock by (1) each person who is known to USAC to own beneficially
more than 5% of any class of USAC's voting stock, and (2) (a) each director
and each nominee for the election as a director of USAC, (b) each executive
officer named in the Summary Compensation Table set forth above, and (c) all
current directors and current executive officers of USAC as a group. The
information on beneficial ownership in the table and the footnotes thereto is
based upon USAC's records and, in the case of holders of more than 5% of
USAC's stock, the most recent Schedule 13D or 13F filed by each such person
or entity and information supplied to USAC by such person or entity. Unless
otherwise indicated, to USAC's knowledge each person has sole voting power
and sole investment power with respect to the shares shown. </FONT></P>

Security Ownership of Certain Beneficial Owners(7)

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As of the close of business
on March 30, 2001, based on information available to USAC, the following persons
own beneficially more than 5% of any class of the outstanding voting securities
of USAC: </FONT></P>

<PRE>
                           Name and Address of                Amount and Nature of                       Percent of
Title of Class             Beneficial Owner                   Beneficial Ownership
- --------------             ----------------------             --------------------                           ---
Class
- -----------

Common stock               The Maguire Family and             1,501,898(2)                                   6.1 (1)
                           related entities as a group
                           c/o Walter L. Maguire, Sr.
                           P.O. Box 129
                           Keller, VA 23401

Common stock               John C. Lawrence          3,537,827(3),(6)                                     14.4 (1)
                           P.O. Box 643
                           Thompson Falls, MT 59873

Common stock               The Dugan Family          2,623,072(4),(6)                                     10.7 (1)
                           c/o A. W. Dugan
                           1415 Louisiana Street, Suite 3100
                           Houston, TX 77002

Preferred Series A         A. Gordon Clark, Jr.               4,500(5)                                     100.0
stock                      2 Musket Trail
                           Simsbury, CT 06070

Preferred Series C         Walter L. Maguire, Sr.             49,091                                        27.6
stock                      P.O. Box 129
                           Keller, VA 23401

Preferred Series C         Richard A. Woods          48,305                                               27.2
stock                      59 Penn Circle West
                           Penn Plaza Apts.
                           Pittsburgh, PA 15206

Preferred Series C         Dr. Warren A. Evans                48,305                                        27.2
stock                      69 Ponfret Landing Road
                           Brooklyn, CT 06234

Preferred Series C         Edward Robinson                    32,203                                        18.0
stock                      1007 Spruce Street 1st Floor
                           Philadelphia, PA 19107

Security Ownership of Management as of March 30, 2001

                           Name of                                     Amount of                         Percent of
Title of Class             Beneficial Owner                         Beneficial Ownership                   Class
- --------------             ----------------                         --------------------                  -------

Common stock               John C. Lawrence                            3,537,827(3)
14.4
Common stock               Robert A. Rice                                 217,762                           0.9
Common stock               Leo Jackson                                      60,700                             Nil
Common stock               Gary D. Babbitt                                    5,967
                                                                       ------------                              --
Nil
- ---
Common stock               All Directors and executive
                           officers as a group                         3,822,256                           15.6
                                                                       ---------                           ----

(1)      Percent of  ownership  is based  upon  24,534,984  shares of common  stock and  common  stock  equivalents
         outstanding at March 30, 2001 (including  shares subject to presently  exercisable  warrants,  $675,000 of
         debentures  convertible  at $0.29125  per share,  and  $347,922  of  debentures  convertible  at $0.31 per
         share).  At March 30,  2001  4,500  shares  of Series A  preferred  stock and  177,904  shares of Series C
         preferred stock were outstanding.

(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  2,336,640  shares of common stock,  warrants to purchase  401,213  shares of common  stock,  and
         799,974  shares  issuable upon the  conversion of the principal  balance of  convertible  debentures  into
         common stock at $0.31 per share.  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;  warrants  issued to Mr.  Dugan to purchase  409,051  shares of common  stock;  and 322,581  shares
         issuable upon the  conversion  of the principal  balance of  convertible  debentures  into common stock at
         $0.31 per share.

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

(6)      The debenture conversion price is the lower of $.31 per share or 75% of the average of the three lowest
         closing bid prices during the 20 trading days prior to the conversion date.  If the actual conversion
         price is less than $.31 per share, the debenture holder will be entitled to a greater number of common
         shares upon conversion.

(7)      Thomson Kernaghan and Co., Ltd. is the beneficial owner of 150,000 shares of Company's common stock.  In
         addition, by Agreement effective July 11, 2000, Thomson Kernaghan purchased, individually and as agent
         for other investors, $675,000 principal amount of convertible debentures, an agent's warrant to purchase
         961,358 shares of Company's common stock at $.39 per share and a purchaser's warrant to purchase 432,692
         shares of Company's common stock at $.39 per share.  The debentures are convertible into common stock at
         the lower of $0.29125 per share or 75% of the average of the lowest closing bid prices during the 20
         trading days preceding the conversion date.  Assuming conversion of the debentures at $0.29125 per share
         and exercise of the warrants, Thomson Kernaghan would be the record owner of 3,861,647 shares, or 15.7%,
         of the Company's outstanding common stock and common stock equivalents.

         However,  Thomson Kernaghan disclaims  beneficial  ownership of all of the shares issuable upon conversion
         of the  debentures  or  exercise of the  agent's  warrant or the  purchaser's  warrant.  Further,  Thomson
         Kernaghan  has  advised  the  Company  that it is not a member of a group,  as  defined  inss. 13(d) of the
         Securities and Exchange Act of 1934, which owns 5% or more of Company's common stock.
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 12.
Certain Relationships and Related Transactions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>See transactions described
in notes 4, 7, 9, 12, 14 and 17 to USAC's Financial Statements as of
December 31, 2000. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 13.
Exhibits and Reports on Form 8-K</FONT></H2>

<PRE>
Exhibit Number             Description
- --------------             -----------
      Page
      ----

3.01                       Articles of Incorporation of USAC,
                           Filed as an exhibit to USAC's Form 10-KSB for the fiscal year
                           ended December 31, 1999 (File No. 1-8675) are incorporated
                           herein by this reference.

3.02*                      Amended and Restated Bylaws of USAC

3.03*                      Articles of correction of Restated Articles of Incorporation of USAC.

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

10.0                       Material Contracts

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

10.10                      Yellow Jacket Venture Agreement                                July 7, 1990

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

10.12                      Letter Agreement                                               September1, 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
                           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

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

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

10.26                      Warrant Agreements                                             Various

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

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

10.27                      Letter from EPA, Region 10                                     August 21, 1997

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

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

10.28                      Warrant Agreements                                             Various

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

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

10.30    Answer, Counterclaim and Third-Party
                           Complaint                                                      October 13, 1998

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

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

10.31                      Warrant Issue-Al Dugan                                         July 28, 1998

10.32                      Amendment Agreement                                            March 31, 1999

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

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

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

10.34                      PVS Termination Agreement                                      March 31, 1999

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

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

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

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

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

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

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

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

10.42    Agreement between United States
                           Antimony Corporation and Thomson
                           Kernaghan and 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

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


21.01*                     Subsidiaries of USAC                                           II

                                                                                          Dated
                           --------------------------------------------------------------------

44.1     CERCLA Letter from U.S. Forest Service
                           filed as an exhibit to USAC's Form 10-KSB
                           for the year ended December 31, 1995 (File
                           No. 1-8675) is incorporated herein by this reference.          February 11, 1994
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>* Exhibits 3.02, 3.03, and
21.01, are filed with this Form 10-KSB. All other exhibits are incorporated by
reference to previous filings identified above. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Documents filed with the
Company's Annual Report on Form 10-KSB for the year ended December 31,
1995, and incorporated by reference to such: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>There were no reports on
Form 8-K filed during the quarter ended December 31, 2000. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 21.0</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Subsidiaries of
Registrant, as of December 31, 2000</FONT></H2>

Bear River Zeolite Company
c/o Box 643
Thompson Falls, MT 59873

United States Antimony Corporation, Montana
c/o Box 643
Thompson Falls, MT 59873




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant
to the requirements of Section 13 or 15(b) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. </FONT></P>
<PRE>
                                        UNITED STATES ANTIMONY CORPORATION
                                                   (Registrant)


                                              By:/s/ John C. Lawrence
                                                 --------------------
                                       John C. Lawrence, President, Director
                                          and Principal Executive Officer

</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated. </FONT></P>
<PRE>
                                   By:/s/ John C. Lawrence Date: March 30, 2001
                                      -----------------------------------------
                                     John C. Lawrence, Director and President
                                  (Principal Executive, Financial and Accounting
                                                     Officer)


                                     By:/s/ Leo Jackson Date: March 30, 2001
                                        -------------------------------------
                                               Leo Jackson, Director


                                    By:/s/ Robert A. Rice Date :March 30, 2001
                                       ----------------------------------------
                                             Robert A. Rice, Director


                                   By:/s/ Gary D. Babbitt Date :March 30, 2001
                                      -----------------------------------------
                                             Gary D. Babbitt, Director

</PRE>

<PAGE>


                                                                                                                 18




<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Report of
Independent Accountants</FONT></H2>

The Board of Directors and Stockholders of
United States Antimony Corporation

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have audited the
accompanying consolidated balance sheets of United States Antimony Corporation
and its subsidiaries as of December 31, 2000 and 1999, 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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
its subsidiaries as of December 31, 2000 and 1999, and the consolidated results
of their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

/s/Decoria, Maichel and Teague P.S.

Spokane, Washington
March 22, 2001











<PAGE>



                    The accompanying notes are an integral part of these financial statements.

<PRE>
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2000 and 1999

                                                     2000 1999
                                                      ASSETS
Current assets:
   Restricted cash                                                                  $         8,518  $              227
   Inventories                                                                              221,457             276,599
   Accounts receivable, less allowance
   for doubtful accounts of $30,000 and $50,000                                             119,568              60,205
                                                                                    ---------------  ------------------
              Total current assets                                                          349,543             337,031

Investment in USAMSA                                                                        111,088             111,088
Properties, plants and equipment, net                                                       246,250             341,417
Restricted cash for reclamation bonds                                                       123,250             178,986
Deferred financing charges, net                                                              63,789
                                                                                    ---------------  ------------------
              Total assets                                                          $       893,920  $          968,522
                                                                                    ===============  ==================

                                       LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Checks issued and payable                                                        $       107,133  $           45,544
   Accounts payable                                                                         429,654             467,596
   Accrued payroll and property taxes                                                       241,588             263,667
   Accrued payroll and other                                                                 89,680             132,464
   Judgment payable                                                                          43,480              40,645
   Accrued interest payable                                                                  47,324              14,640
   Due to related parties                                                                    10,307               8,128
   Notes payable to bank, current                                                           150,625             160,395
   Note payable to Bobby C. Hamilton, current                                                                    87,596
   Accrued reclamation costs, current                                                        80,000             256,000
                                                                                    ---------------  ------------------
              Total current liabilities                                                   1,199,791           1,476,675

Debentures payable, net of discount                                                         997,449
Notes payable to bank, noncurrent                                                           205,377             165,570
Note payable to Bobby C. Hamilton, noncurrent                                                                 1,450,785
Accrued reclamations costs, noncurrent                                                      199,388              58,687
                                                                                    ---------------  ------------------
              Total liabilities                                                           2,602,005           3,151,717
                                                                                    ---------------  ------------------

Commitments and contingencies (Notes 1 and 18)

Stockholders' deficit:
   Preferred stock, $.01 par value, 10,000,000 shares authorized:
        Series A: 4,500 shares issued and outstanding
           (liquidation preference $110,250)                                                     45                  45
        Series B: 750,000 shares issued and outstanding
           (liquidation preference $802,500)                                                  7,500               7,500
        Series C: 177,904 and 205,996 shares issued and outstanding
           (liquidation preference $97,847)                                                   1,779               2,060
   Common stock, $.01 par value, 30,000,000 and 20,000,000 shares
      authorized; 18,375,564 and 16,900,252 shares issued and outstanding                   183,755             169,003
   Additional paid-in capital                                                            14,818,285          14,289,947
   Accumulated deficit                                                                  (16,719,449)        (16,651,750)
                                                                                    ---------------  ------------------
              Total stockholders' deficit                                                (1,708,085)         (2,183,195)
                                                                                    ---------------  ------------------
              Total liabilities and stockholders' deficit                           $       893,920  $          968,522
                                                                                    ===============  ==================
</PRE>

<PAGE>



                    The accompanying notes are an integral part of these financial statements.
<PRE>
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2000 and 1999

                                                                                               2000                      1999
Revenues:
   Sales of antimony products and other                                             $     5,016,661  $        4,710,278

   Cost of antimony production                                                            4,037,289           3,511,097
   Freight and delivery                                                                     506,482             323,003
                                                                                    ---------------  ------------------

Gross profit                                                                                472,890             876,178
                                                                                    ---------------  ------------------

Other operating expenses:
   Exploration and evaluations                                                                                   53,985
Reclamation-antimony                                                                         25,615              51,150
   Care, maintenance, and reclamation-Yellow Jacket                                         241,244             146,882
   General and administrative                                                               631,869             400,432
   Sales expenses                                                                           339,267             337,309
                                                                                    ---------------  ------------------
                                                                                          1,237,995             989,758
                                                                                    ---------------  ------------------
Other (income) expense:
   Gain from accrued reclamation costs adjustment                                                               (70,000)
   Gain from accounts payable adjustment                                                    (29,322)            (16,440)
   Interest expense                                                                         157,145             185,985
   Factoring expense                                                                        100,956             106,742
   Interest income and other                                                                 (8,459)            (12,190)
                                                                                    ---------------  ------------------
                                                                                            220,320             194,097
                                                                                    ---------------  ------------------

Loss before extraordinary item                                                             (985,425)           (307,677)
Extraordinary gain on conversion of debts to common
   stock                                                                            917,726          611,692
              -----------------------------------------------------------------------------        ---------

Net income (loss)                                                                   $       (67,699) $          304,015
                                                                                    ================ ===================

Basic net income (loss) per share of common stock
   Before extraordinary item                                                        $         (0.06) $            (0.02)
   Extraordinary item                                                                          0.05                0.04
                                                                                    ---------------  ------------------
   Net income (loss)                                                                $         (0.01) $             0.02
                                                                                    ================ ==================

Basic weighted average shares outstanding                                                17,772,693          14,597,917
                                                                                    ===============  ==================

Diluted net income (loss) per share of common stock
   Before extraordinary item                                                        $         (0.06) $            (0.02)
   Extraordinary item                                                                          0.05                0.04
                                                                                    ---------------  ------------------
   Net income (loss)                                                                $          0.01  $             0.02
                                                                                    ===============  ==================

Diluted weighted average shares outstanding                                              17,772,693          14,839,455
                                                                                    ===============  ==================



</PRE>

<PAGE>



                    The accompanying notes are an integral part of these financial statements.
                                                        F-4
<PRE>
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Deficit
for the years ended December 31, 2000 and 1999
                                                   Preferred Stock
                                 Series A             Series B                   Series C                Common Stock
                                 --------------------------------------------------------                ------------
                                                                                                                               Additional Paid    Accumulated
                            Shares     Amount    Shares       Amount       Shares         Amount       Shares       Amount       In Capital         Deficit             Total
                            -------------------------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1998           4,500$     45750,000          $     7,500         2,560,762    $  25,608     13,425,925
$    134,259               $14,079,260     $     (16,955,765)       $     (2,709,093)

Issuance of common stock for
cash purchased by employees
4,800                          48      1,152                    1,200

Issuance of common stock in
exchange for services                                                                                   40,000          400           9,600                             10,000

Issuance of common stock for
conversion of debts                                                                                  1,036,761       10,368         195,555                            205,923

Issuance of common stock to
employees for compensation                                                                              20,000          200           2,400                              2,600

Issuance of  common stock to
directors for compensation                                                                              18,000          180           1,980                              2,160

Conversion of series C preferred
stock to common stock                                                     (2,354,766)     (23,548)   2,354,766       23,548

Net income                                                                                                                                          304,015            304,015
                           ------     ------     ------     ---------     ---------     ---------    ---------     --------     -----------    ------------      -------------
Balances December 31, 1999  4,500     $   45     750,000    $   7,500       205,996     $   2,060    16,900,252
$    169,003               $14,289,947     $     (16,651,750)       $     (2,183,195)

Issuance of common stock for cash
682,511                     6,825     223,175                 230,000

Exercise of stock warrants                                                                             100,000        1,000          24,000                             25,000

Issuance of common stock for services
300,000                     3,000     150,000                 153,000

Issuance of common stock as
settlement of debt                                                                                     250,000        2,500          78,125                             80,625

Conversion of series C preferred
stock to common stock                                                       (28,092)         (281)      28,092          281

Issuance of common stock to former
Series C preferred stockholders
35,542                        355      3,910                    4,265

Warrants issued for consulting services                                                                                                              10,000
10,000

Warrants issued in connection
with convertible debentures
29,628                                29,628

Common stock issued to directors
for compensation                                                                                        79,167          791           9,500                             10,291

Net loss                                                                                                                                            (67,699)           (67,699)
                           ------     ------     ------     ---------     ---------     ---------    ---------     --------     -----------    ------------      -------------
Balances, December 31, 2000           4,500$     45750,000          $     7,500         177,904 $    1,779
                                 ===========================        ===========    ============ ==========    =====
18,375,564                 $183,755   $14,818,285     $     (16,719,449)  $(1,708,085)
==========                 ========   ===========     ==================  ============
</PRE>

<PAGE>



<PRE>
                    The accompanying notes are an integral part of these financial statements.
                                                        F-5
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows
for the years ended December 31, 2000 and 1999

2000                 1999
Cash flows from operating activities:
   Net income (loss)                                                                $       (67,699) $          304,015
   Adjustments to reconcile net income (loss) to
      net cash provided by operations:
        Depreciation                                                                        133,666             130,714
        Amortization of deferred financing charges                                           18,711
        Write off of capitalized start-up costs                                                                   8,590
        Extraordinary gain on conversion of debts to common stock                          (917,726)           (611,692)
        Gain from accrued reclamation costs adjustment                                                          (70,000)
        Gain from accounts payable adjustment                                               (29,322)            (16,440)
        Provision for doubtful accounts                                                     (20,000)             50,000
        Issuance of common stock to directors as compensation                                10,291               2,160
        Issuance of common stock to employees as compensation                                                     2,600
        Issuance of common stock and warrants for services                                  163,000              10,000
        Issuance of common stock to former Series C holders                                   4,265
           Restricted cash                                                                   (8,291)                 (6)
           Accounts receivable                                                              (39,363)           (110,205)
           Inventories                                                                       55,142              88,799
           Restricted cash for reclamation bond                                              55,736
           Deferred financing charges                                                       (82,500)
           Accounts payable                                                                  (8,620)            228,863
           Accrued payroll and property taxes                                               (22,079)             95,185
           Accrued payroll and other                                                        (42,784)             35,752
           Judgments payable                                                                  2,835              11,780
           Accrued debenture interest payable                                                36,769              13,250
           Payable to related parties                                                         2,179               5,206
           Accrued reclamation costs                                                        (35,299)           (118,585)
                                                                                    ---------------  ------------------
              Net cash provided by operating activities                                    (791,089)             59,986

Cash flows from investing activities:
   Purchase of properties, plants and equipment                                             (38,499)            (76,417)
                                                                                    ---------------  ------------------
              Net cash used in investing activities                                         (38,499)            (76,417)
                                                                                    ---------------  ------------------

Cash flows from financing activities:
   Proceeds from issuance of common stock and warrants                                      230,000
   Exercise of warrants                                                                      25,000
   Proceeds from bank term note payable                                                     250,000             259,484
   Payments on notes payable to bank                                                       (219,963)           (200,330)
   Change in checks issued and payable                                                       61,589              14,455
   Proceeds from issuance of convertible debentures                                       1,022,992
   Payments on note payable to Bobby C. Hamilton                                           (540,030)            (57,178)
                                                                                    ---------------  ------------------
              Net cash provided by financing activities                                     892,588              16,431
                                                                                    ---------------  ------------------
Net decrease in cash                                                                              0                   0
Cash, beginning of year                                                                           0                   0
                                                                                    ---------------  ------------------
Cash, end of year                                                                   $             0  $                0
                                                                                    ===============  ==================


</PRE>

<PAGE>


<PRE>
                    The accompanying notes are an integral part of these financial statements.
                                                        F-6
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows, Continued:
for the years ended December 31, 2000 and 1999



Supplemental disclosures:
   Cash paid during the year for interest                                           $       119,866  $          157,239
                                                                                    ===============  ==================

   Noncash financing activities:
      Discount on debentures payable for detachable warrants                                 29,682
      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                                        281              23,548
      Note payable to Bobby C. Hamilton converted to common stock                           958,321


</PRE>

<PAGE>


United States Antimony Corporation and Subsidiaries
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Notes to
Consolidated Financial Statements</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. Background
of Company and Basis of Presentation:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
principal  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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
September of 2000, the Company finalized its purchase of a 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. During 2000, the Company formed a 75% owned subsidiary, Bear River
Zeolite Company, to mine and market zeolite and zeolite products from a mineral
deposit in south-eastern Idaho.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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, 2000, the Company had negative working capital of
approximately $850,000, an accumulated deficit of approximately $16.7 million
and a total stockholders' deficit of approximately $1.7 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
To
improve the Company's financial condition, the following actions have been
initiated or taken by management:</FONT></TD>
</TR>
</TABLE>
<BR>

<PRE>
       o        In 2000 and 1999,  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.

       o        In 2000 and 1999, the Company converted debts totaling $958,321 and $826,736,  respectively,  of principal
                and accrued interest into common stock of the Company.

       o        During 2000,  the Company  negotiated a financing  arrangement  with a Canadian  investment  banking firm,
                that provides  borrowings of up to $1.5 million in  convertible  debentures  and related  warrants.
                Pursuant to this arrangement, the Company borrowed $675,000 in 2000.
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

1.     Background of Company and Basis of Presentation, Continued:
<PRE>
       o        In 2000, the Company generated  $255,000 through sales of 682,511 shares of its unregistered  common stock
                and warrants to existing  shareholders  and the exercise of 100,000 stock  purchase  warrants.  The
                Company plans to raise equity funding through  additional stock sales in 2001.  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.
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.
Concentration of Risk:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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, 2000 and 1999, 25% and 20%, respectively, of the
Company's revenues were generated by antimony product sales to one
customer. In addition, during 2000, 11% of the Company's revenues were
generated by antimony product sales to a second individual customer.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. Summary of
Significant Accounting Policies:</FONT></H2>

       Principles of Consolidation

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company's consolidated financial statements also include the accounts of
Bear River Zeolite Company, a 75% owned subsidiary. Intercompany balances and
transactions are eliminated in consolidation. The Company accounts for its
investment interest in its 50% owned foreign entity, USAMSA, by the equity
method.</FONT></TD>
</TR>
</TABLE>
<BR>

       Restricted Cash

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Restricted
cash consists of cash held for investment in USAMSA, payment of delinquent
payroll taxes and reclamation performance bonds.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. Summary of
Significant Accounting Policies, Continued:</FONT></H2>

       Inventories

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Inventories
at December 31, 2000 and 1999, consisted of ownership of 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.</FONT></TD>
</TR>
</TABLE>
<BR>

       Deferred Financing  Charges

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Deferred
financing charges related to convertible debenture sales are amortized on a
straight-line basis over the term of the debentures.</FONT></TD>
</TR>
</TABLE>
<BR>

       Properties, Plants and Equipment

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Management's
estimates of metal prices, operating capital requirements and reclamation costs
are subject to risks and uncertainties of changes 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. Summary of
Significant Accounting Policies, Continued:</FONT></H2>

       Reclamation and Remediation

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All
of the Company's mining 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

       Income Taxes

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

       Revenue Recognition

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

       Income (Loss) Per Common Share

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company accounts for its income (loss) per common share according to the
Statement of Financial Accounting Standards No. 128 "Earnings Per
Share" ("SFAS No. 128"). 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. Common stock equivalents, including warrants
to purchase the Company's common stock and common stock issuable upon the
conversion of debentures are excluded from the calculations when their effect is
antidilutive.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. Summary of
Significant Accounting Policies, Continued:</FONT></H2>

       Stock-Based Compensation

       Statement of Financial Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" ("SFAS No.
       123"),  requires  companies to recognize  stock-based  expense based on the estimated fair value of employee
       stock  options.  Alternatively,  SFAS No. 123 allows  companies to retain the current  approach set forth in
       APB Opinion 25,  "Accounting for Stock Issued to Employees,"  provided that expanded footnote  disclosure is
       presented.  The Company has not adopted the fair value method of  accounting  for  stock-based  compensation
       under SFAS No. 123, but provides the pro forma disclosure required when appropriate.

       Recent Accounting Pronouncements

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended, which defines derivatives,
requires that all derivatives be carried at fair value, and provides for hedge
accounting when certain conditions are met. This statement is effective for the
first fiscal quarter of fiscal years beginning after June 15, 2000. Adoption of
this statement will not have a material impact on the Company's
consolidated financial position, results of operations or cash flows.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 provides guidance on the recognition,
presentation and disclosure of revenue in financial statements. All registrants
are expected to apply the accounting and disclosures described in SAB 101. The
Company is required to adopt SAB 101 in the fourth quarter of fiscal 2001,
retroactive to the beginning of the year. Adoption of SAB 101 will not have a
material impact on the Company's consolidated financial position, results
of operations or cash flows.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
March 2000, the Financial Accounting Standards Board issued FASB Interpretation
No. 44, "Accounting for Certain Transactions Involving Stock Compensation
an Interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and, among other issues,
clarifies the following: the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of the previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, and has been adopted by the Company.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
April 1998, Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities" ("SOP 98-5") 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. Sales of
Accounts Receivable:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company sells the majority of its accounts receivable to a financing 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. Accordingly, the
Company maintains an allowance for doubtful accounts receivable based upon the
expected collectibility of all trade receivables. 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 14).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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, 2000 and 1999 totaled $100,956 and $106,742,
respectively. At December 31, 2000 and 1999, net accounts receivable of
$4,867,093 and $3,909,774, respectively, had been sold under the agreement.<B>
</B>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 Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities."</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5. Inventories:</FONT></H2>

       The major components of the Company's inventories at December 31, 2000 and 1999, were as follows:
<PRE>
                                                                           2000                       1999

       Antimony Metal                                             $           32,187         $          58,365
       Antimony Oxide                                                        118,728                   206,316
       Sodium Antimonate                                                      70,542                    11,918
                                                                  ------------------         -----------------
                                                                  $          221,457         $         276,599
                                                                  ==================         =================

</PRE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
At
December 31, 2000 and 1999, antimony metal consisted primarily of lots purchased
from foreign suppliers; antimony oxide inventory consisted of finished product
oxide held at the Company's plant or in outside warehouses throughout the
United States; sodium antimonite inventory consisted of dry finished product and
wet raw materials, the majority of which were stored at the Company's
antimony plant near Thompson Falls, Montana.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6. Properties,
Plants and Equipment:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
major components of the Company's properties, plants and equipment at
December 31, 2000 and 1999 were as follows:</FONT></TD>
</TR>
</TABLE>
<BR>

<PRE>
                                                                           2000                       1999

       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                              256,067                   255,447
       Chemical processing equipment                                         887,467                   852,811
       Other                                                                  80,178                    76,955
                                                                  ------------------         -----------------
                                                                           3,213,930                 3,175,431
Less accumulated depreciation                                              2,967,680                 2,834,014
                                                                  ------------------         -----------------
                                                                  $          246,250         $         341,417
                                                                  ==================         =================

       (1)  The Company has  removed the mill at Yankee Fork and most 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, 2000 and 1999, substantially all of these assets are fully depreciated and the
          antimony milling buildings and equipment are idle.
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7. Investment
in USAMSA:</FONT></H2>

       In September of 2000,  the Company  finalized its 50% investment is United States  Antimony,  Mexico S.A. de
       C.V. ("USAMSA").

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
company translates the foreign currency financial statements of its Mexican
subsidiary in accordance with the requirements of SFAS No. 52, "Foreign
Currency Translation." Assets and liabilities are translated at current
exchange rates, and related revenues and expenses are translated at average
exchange rates in effect during the period. Unaudited condensed financial
information for USAMSA during 2000 is as follows:</FONT></TD>
</TR>
</TABLE>
<BR>

<PRE>
                                                                 December 31, 2000
                                       ASSETS
            Current assets                                        $           48,908
            Noncurrent assets                                                 78,973
                                                                  ------------------
               Total assets                                       $          127,881
                                                                  ==================

                        LIABILITIES AND STOCKHOLDERS' EQUITY

            Current liabilities                                   $           69,359
            Stockholders' equity                                              58,522
                                                                  ------------------
               Total liabilities and stockholders' equity         $          127,881
                                                                  ==================
</PRE>
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements, Continued:

7.     Investment in USAMSA, Continued:
<PRE>
                                                                 For the year ended
                                                                 December 31, 2000
       Revenues:
            Income from antimony processing                       $           16,145
            Processing costs                                                 (42,995)
                                                                  -------------------

       Gross loss                                                            (26,850)
                                                                  -------------------

       Other income and (expense):
            Administrative and other costs                                    (1,051)
            Other income                                                       3,023
                                                                  ------------------

       Net loss                                                   $          (28,878)
                                                                  ===================
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8. Judgment
Payable:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
At
December 31, 2000 and 1999, the Company owed $43,480 and $40,645, respectively,
to the Internal Revenue Service, in connection with a default judgment in a
bankruptcy proceeding.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
default judgment was originally entered against the Company by the United States
Bankruptcy Court in 1992 in favor of the bankruptcy estate of a former legal
counsel of the Company. In 1998, the Trustee of the estate assigned the interest
in the judgment to the Internal Revenue Service. The judgment accrues interest
at the Federal Judgment Interest Rate, which has approximated 6-7%, and is due
in monthly installments of $3,000. During 1999 and 2000, the Company made no
payments on this judgment payable.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9. Due to
Related Parties:</FONT></H2>

       Amounts due to (from) related parties at December 31, 2000 and 1999 were as follows (see also Note 17):
<PRE>
                                                                          2000                       1999
       Entity owned by John C. Lawrence,
            president and director                                $             (503)        $             788
       John C. Lawrence, president and director                               10,810                     7,340
                                                                  ------------------         -----------------
                                                                  $           10,307         $           8,128
                                                                  ==================         =================

</PRE>
       Transactions affecting the payable to Mr. Lawrence during 2000 and 1999 were as follows:
<PRE>
                                                                          2000                       1999
       Balance, beginning of year                                 $            7,340         $           2,485
       Equipment rental charges                                               29,709                    30,616
       Payments                                                              (26,239)                   (25,761)
                                                                   -----------------           ----------------
       Balance, end of year                                       $           10,810         $           7,340
                                                                  ==================         =================

</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10. Notes
Payable to Bank:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Notes
payable to First State Bank of Thompson Falls, Montana ("First State
Bank") at December 31, 2000 were as follows:</FONT></TD>
</TR>
</TABLE>
<BR>

<PRE>
       Ten-year term note bearing interest at 10.5%; dated May 5, 2000 payable
            in monthly installments of $3,384; collateralized by certain equipment
            and patented and unpatented mining claims in Sanders County, Montana;
            personally guaranteed by John C. Lawrence (president and director).    $         223,385

       Note payable under a $95,000 revolving line-of-credit agreement; dated
            December 18, 2000; bearing interest at 11.5%; collateralized by certain
            equipment and patented and unpatented mining claims in Sanders County,
            Montana; principal and accrued interest due at maturity on December 15,
            2001; personally guaranteed by John C. Lawrence.                                            88,257

       Note payable under a $60,000 revolving line-of-credit dated December 26,
            2000; bearing interest at 11.5%; collateralized by certain equipment and
            patented and unpatented mining claims in Sanders County, Montana;
            principal and accrued interest due at maturity on March 26, 2001; personally
            guaranteed by John C. Lawrence.                                                             36,305

       Note payable under a $50,000 revolving line-of-credit dated April 2, 2000;
            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, 2001; personally guaranteed by
            John C. Lawrence.                                                                            8,055
                                                                                             -----------------

       Total                                                                                           356,002
       Less current portion                                                                           (150,625)
                                                                                             -----------------
       Noncurrent portion                                                                    $         205,377
                                                                                             =================
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>At December 31, 2000,
principal payments on the notes payable to bank are due as follows: </FONT></P>

<PRE>
                                           Year Ending
                                          December 31,
                                          ------------

                                            2001                  $          150,625
                                            2002                              19,993
                                            2003                              22,197
                                            2004                              24,642
                                            2005                              27,358
                                            Thereafter                       111,187
                                                                  ------------------
                                                                  $          356,002
                                                                  ==================


</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

11.    Note Payable to Bobby C. Hamilton:

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
At
December 31, 1999, the Company owed Bobby C. Hamilton ("Hamilton"), an
unsecured note payable of $1,538,381, arising from the settlement of litigation
brought against Hamilton by the Company in 1995. The terms for repayment of the
note included the payment of principal and interest (at 7.5% per annum) 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. During 1999, Mr. Hamilton
died and the note went into his personal estate (the "Estate"). In an
effort to improve the Company's financial condition, the Company's
management began negotiations during the second quarter of 2000 to extinguish
and settle the debt owed the Estate. 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 unregistered common stock. The cash payment was financed by
the issuance of $600,000 of convertible debentures (see Note 12) pursuant to a
financing agreement with Thomson Kernaghan and Co., Ltd., a Canadian
investment banker. The Settlement Agreement mutually released both parties from
any and all obligations between them, and included 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12. Debentures
Payable</FONT></H2>

       Thomson Kernaghan and Co., Ltd.

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
connection with the Settlement Agreement between the Company and the Estate of
Bobby C. Hamilton (see Note 11), the Company entered into a financing agreement
(the "Financing Agreement") with Thomson Kernaghan and Co., Ltd.
("TK") on July 11, 2000. The financing agreement provided, among other
things, for the sale of up to $1,500,000 of the Company's convertible
debentures. In July of 2000, the Company sold an initial tranche of $600,000 of
convertible debentures and in August sold a second tranche of $75,000 pursuant
to the agreement with TK. In connection with the debenture sales and terms of
the Financing Agreement, the Company issued stock purchase warrants totaling
961,538 to the debenture purchasers' agent (TK) and 432,692 stock purchase
warrants to the debenture purchasers. The exercise price of the agent and
purchaser warrants is the closing bid price as reported by Bloomburg L.P. on the
trading day immediately preceding the July 11, 2000 (The effective date of the
Financing Agreement), or $0.39 per share. The warrants expire in July and August
of 2005.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Financing Agreement also contained a registration rights agreement in which
Company agreed to register the debenture purchasers' resale of the shares
of common stock issued upon conversion of the debentures and upon exercise of
the related purchasers and agents warrants. For the $675,000 of debentures
issued as of December 31, 2000, the registration rights agreement requires that
the Company register 150% of the conversion shares and 100% of the underlying
agent and purchaser warrant shares. The registration rights agreement also
provides for liquidated damages to be due if the Company fails to have an
effective registration statement filed by the registration deadline (see Note
18).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
debentures are convertible into common stock at $0.29125 per share or 75% of the
average of the three lowest closing bid prices per share of the Company's
common stock as reported by Bloomburg L.P. in the 20 trading days immediately
preceding the conversion date, whichever is lower. The converting debenture
holder may not, however, own more than 9.9% of the then outstanding common stock
of the Company after the conversion.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12. Debentures
Payable, Continued:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
debentures are payable in full at their maturity date on June 30, 2002, with
interest payable at 10% per annum and due annually.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
debentures are transferable, subject to the rules and regulation of the
Securities Act of 1933, and exchangeable for an equal amount of aggregate
principal in different denominations. The debenture agreement requires that so
long as any of the principal of or interest on the debentures remain unpaid or
unconverted, the Company shall not (i) merge or consolidate with any other
entity; (ii) sell or otherwise dispose of a material portion of its assets
(other than in the ordinary course of business); (iii) pay any dividend on its
shares (including any dividend payable in common stock or other property); (iv)
subdivide, split or otherwise increase the number of shares of common stock; or
(v) issue any common stock or other equity securities, or any other stock,
option, warrant, right or other instrument that is convertible into or
exercisable or exchangeable for common stock or other equity securities, except
for (a) securities of a subsidiary that are issued to the Company; and (b)
securities sold and options granted to directors, officers and employees of the
Company pursuant to <I>bona fide </I>employee benefit plans; <I>provided,
however, </I> that the Company may issue such securities enumerated in (v)
above, with the prior written consent of the holders, which consent the holder
agrees not to unreasonably withhold.</FONT></TD>
</TR>
</TABLE>
<BR>

       Related Parties

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
the fourth quarter of 2000, the Company sold $100,000 of convertible debentures
to Al Dugan, a significant shareholder, and $247,992 of convertible debentures
to John C. Lawrence, the Company's president and a director. The debentures
mature three years from the date of issuance and accrue interest at 10%, payable
upon each issuance anniversary date. The debentures are convertible into common
stock at $0.31 per share or 75% of the average of the three lowest closing bid
prices per share of the Company's common stock as reported by Bloomburg
L.P. in the 20 trading days immediately preceding the conversion date, whichever
is lower.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
debentures are transferable, exchangeable for an equal amount of aggregate
principal in different denominations, and subject to the same covenants
regarding mergers, dispositions, dividend payments, and stock sales as the
convertible debentures sold pursuant to the financing agreement with Thomas
Kernaghan and Co., Ltd. (above).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
connection with the issuance, Mr. Dugan and Mr. Lawrence, were issued 60,974 and
151,213, respectively, stock purchase warrants. The warrants expire five years
from their date of issue and are exercisable for shares of the Company's
unregistered common stock at $0.41 per share.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company accounted for the detachable warrants issued in connection with the
debentures in accordance with Accounting Principles Board Opinion No. 14, and
calculated the fair value attributable to the detachable warrants based upon the
present value of the interest costs of the debentures as compared to interest
costs of the Company's alternative financing sources. The resulting value
was recorded as a discount against the carrying value of the debentures, and
amortized by the straight-line method as interest expense over the terms of the
debentures. During the year ended December 31, 2000, $4,085 of the debentures
payable discount was amortized to interest expense.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12. Debentures
Payable, Continued:</FONT></H2>

       At December 31, 2000, debentures payable are as follows:
<PRE>
                                         Amount                     Maturing
                                         ------                     --------

                                    $     600,000                 June, 2002
                                           75,000                 August, 2002
                                           50,000                 November, 2003
                                          297,992                 December, 2003
                                    -------------
                                        1,022,992
                                          (25,543)                Less amortized discount
                                    -------------
                                    $     997,449
                                    =============
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13. 2000 Stock Plan</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
January of 2000, the Company's Board of Directors resolved to create the
United States Antimony Corporation 2000 Stock Plan ("the Plan"). The
purpose of the Plan is to attract and retain the best available personnel for
positions of substantial responsibility and to provide additional incentive to
employees, directors and consultants of the Company to promote the success of
the Company's business. The maximum number of shares of common stock or
options to purchase common stock that may be issued pursuant to the Plan is
500,000. In connection with the Plan, the Company filed a Form S-8 registration
statement with the Securities and Exchange Commission in March of 2000,
registering the Plan's shares pursuant to Rule 416-c of the Securities Act
of 1933. At December 31, 2000, 300,000 shares of the Company's common stock
had been issued under the Plan (see Notes 14 and 18).</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
Stockholders' Deficit:</FONT></H2>

       Increase in Authorized Capital

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
On
August 28, 2000, the Company's board of directors resolved to seek
shareholder approval of an amendment of the Company's Articles of
Incorporation to increase the aggregate number of shares of common stock the
Company shall have the authority to issue from 20,000,000 to 30,000,000. The
increase in authorized shares was approved by the Company's shareholders at
the annual meeting of the shareholders on October 31, 2000.</FONT></TD>
</TR>
</TABLE>
<BR>

       Stock Warrants

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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, personal guarantees of financial obligations and the issuance of
debentures.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
Stockholders' Deficit, Continued:</FONT></H2>

       Transactions in stock warrants are as follows:
<PRE>
                                                                   Number of                 Exercise     Expiration
                                                                    Warrants                   Prices         Date
                                                                    --------                   ------         ----
            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        (A)
            Warrants issued to a stockholder and
            consultant as compensation for services                   100,000             $         0.55        (B)

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

            Balance, December 31, 1999                              1,219,356             $    0.25-0.80
                                                                 ------------

            Warrants issued as compensation
            for consulting services                                   300,000              $        0.25        (C)

            Warrants exercised                                       (100,000)             $        0.25

            Warrants issued in connection
            with issuance of debentures                             1,606,417              $   0.39-0.41        (D)

            Warrants issued in connection
            with stock sale                                            48,077              $        0.39        (E)

            Warrants expired                                         (669,356)             $   0.70-0.80
                                                                 ------------

            Balance December 31, 2000                               2,404,494
                                                                 ============

(A)    Warrants are  exercisable  for as long as Mr.  Lawrence  personally  guarantees  certain  company  financing
       arrangements.
(B)    Warrants are exercisable on or before August of 2002.
(C)    Warrants are exercisable on or before January of 2003.
(D)    1,394,230  warrants are exercisable on or before  July-August of 2005;  212,187  warrants are exercisable on
       or before November-December of 2005.
(E)    Warrants are exercisable on or before August of 2005.


</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
Stockholders' Deficit, Continued:</FONT></H2>

       Issuance of Common Stock to Employees

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
1999, the Company issued 20,000 shares of its unregistered common stock to
employees in recognition of their service to the Company. In connection with the
issue the Company recognized compensation expense of $2,600 based upon the fair
value of the unregistered shares issued.</FONT></TD>
</TR>
</TABLE>
<BR>

       Issuance of Common Stock in Connection with Conversion of Debts

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
June of 2000, the Company issued 250,000 shares of its unregistered common stock
to the Estate of Bobby C. Hamilton (see Note 11) in exchange for the settlement
and extinguishment of the balance of a note payable due the Estate after the
Company's payment of $500,000. In connection with the extinguishment of the
remaining balance due of $958,321, the Company recorded an extraordinary gain of
$917,726 based on the value of the restricted shares issued at the time.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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 debentures of the Company 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

       Issuance of Common Stock for Cash

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
2000, the Company sold an aggregate of 582,511 shares of its unregistered common
stock and warrants to purchase 48,077 shares of common stock exercisable at
$0.39 per share to Al Dugan and entities affiliated with him, for cash in the
amount of $175,000. Of the shares issued to Mr. Dugan, 100,000 were issued
pursuant to the exercise of stock purchase warrants previously granted him. Mr.
Dugan is a significant shareholder of the Company.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
addition, during 2000, the Company sold 200,000 shares of its unregistered
common stock to an existing shareholder for cash in the amount of $80,000.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
Stockholders' Deficit, Continued:</FONT></H2>

       Issuance of Common Stock in Exchange for Services

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
March 2000, the Company issued an aggregate of 300,000 shares of its common
stock pursuant to its 2000 Stock Plan (see Notes 13 and 18) to two companies in
exchange for financial consulting services provided the Company. In connection
with the issue, the Company recorded $153,000 of compensation expense based on
the Company's estimate of the value of the stock issued and the services
received.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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,
exercisable until August 2002, to a consultant in exchange for professional
services rendered to the Company. The shares and related warrants were recorded
based on the value of services rendered.</FONT></TD>
</TR>
</TABLE>
<BR>

       Issuance of Common Stock Pursuant to Antidilution Provisions

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
2000, the Company issued 35,542 shares of its restricted common stock to the
former holders of Series C preferred stock pursuant to the antidilution
provisions of the Series C preferred shares. In connection with the issue, the
Company recorded an expense of $4,265 based upon management's estimate of
the fair value of the Company's restricted common stock shares when the
Series C holders converted to common stock in 1999. The Company made no
adjustments to its 1999 net loss or accumulated deficit as previously stated,
based on the immateriality of the transaction.</FONT></TD>
</TR>
</TABLE>
<BR>

       Preferred Stock

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
1986, Series A preferred stock, consisting of 4,500 shares, 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, 2000,
4,500 shares of Series A preferred stock were outstanding; and cumulative
dividends in arrears amounted to $65,250, or $14.50 per share.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
1993, Series B preferred stock consisting of 1,666,667 shares, was established
by the Board of Directors and 1,666,667 shares were issued in connection with
the final settlement of litigation. The Series B preferred stock has preference
over the Company's common stock and Series A preferred stock, has no voting
rights (absent default in payment of declared dividends) and is entitled to
cumulative dividends of $.01 per share per year payable if and when declared by
the Board of Directors. 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 and
cancelled in connection with the settlement of litigation against Bobby C.
Hamilton. At December 31, 2000, cumulative dividends in arrears on the 750,000
outstanding Series B shares were $52,500, or $0.07 per share.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
Stockholders' Deficit, Continued:</FONT></H2>

       Preferred Stock, Continued:

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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:</FONT></TD>
</TR>
</TABLE>
<BR>

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

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Optional
Conversion</I></B><I></I>. 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. During 1999, holders of 2,354,766
shares of Series C stock converted their shares into common stock of the
Company.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Voting
Rights</I></B><I></I>. 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Liquidation
Preference</I></B><I></I>. 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Registration
Rights</I></B><I></I>. Twenty percent (20%) of the underlying common stock
issued 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. These shares are included in a registration statement currently
being filed with the Securities and Exchange Commission.</FONT></TD>
</TR>
</TABLE>
<BR>

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

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Antidilution
Provisions</I></B><I></I>. The conversion price of the Series C shares was
subject to adjustment to prevent dilution in the event that the Company issued
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).
Accordingly, the conversion price was adjusted according to a weighted-average
formula, resulting in the issuance (in 2000) of an additional 35,542 shares of
common stock to Series C holders who exercised their conversion rights in 1999.
The initial conversion price for the Series C shares was $0.55 and was
subsequently adjusted to $0.54 per share based on the antidilution formula.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Protective
Provisions</I></B><I></I>. 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
Stockholders' Deficit, Continued:</FONT></H2>

       Preferred Stock, Continued:

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
2000, the Company converted 28,092 of shares of Series C preferred stock into an
equal number of common shares for a Series C preferred stockholder that had
timely noticed the Company of its desire to convert its Series C shares during
1999. At December 31, 2000, 177,904 shares of Series C preferred stock remained
outstanding and unconverted.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15. Income
Taxes:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
At
December 31, 2000 and 1999, the Company had net deferred tax assets of
approximately $1,900,000 and $2,700,000, respectively. The deferred tax assets
principally arise from net operating loss carryforwards for income tax purposes.
As management of the Company cannot determine if it is more likely than not that
the Company will realize the benefit of its deferred tax assets, a valuation
allowance equal to the net deferred tax assets at both December 31, 2000 and
1999 has been established.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
At
December 31, 2000, the Company had regular tax net operating loss carryforwards
of approximately $5,300,000, which expire in the years 2001 through 2020, with
the majority of the carryforwards expiring in 2001 through 2003. At December 31,
2000, the Company had net operating loss carryforwards for alternative minimum
tax purposes of approximately $4,900,000.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16. Loss Per
Common Share:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
following table presents a reconciliation of the numerators and denominators of
the basic and diluted earnings per share ("EPS") computations for the
year ended December 31, 1999:</FONT></TD>
</TR>
</TABLE>
<BR>

<PRE>
                                                                                                          Per Share
                                                                   Loss                         Shares    Amounts
                                                                                                          -------

            Basic EPS:
            Net loss before extraordinary item                 $     (307,677)                14,597,917    $(0.02)
            Common stock warrants (1)
            Series C preferred stock (2)                                                         241,528        Nil
                                                               --------------              -------------    -------
            Diluted EPS:
            Net loss before extraordinary item                 $     (307,677)                14,839,455    $(0.02)
                                                               ==============-                ==========    ======
</PRE>
(1)    Common stock warrants  totaling  1,219,356  outstanding  during 1999 were not included in the computation of
       diluted EPS at December  31, 1999,  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 was 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 antidilution provisions.



<PAGE>



United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements, Continued:

17.    Related-Party Transactions:

       In addition to  transactions  described  in Notes 4, 7, 9, 10, 12, and 14 during 2000 and 1999,  the Company
       had the following transactions with related parties:
<PRE>
           o        During 2000 and 1999,  the Company  issued  79,167 and 18,000,  respectively,  shares of its  unregistered
                    common  stock to  members  of the  Board of  Directors  for  their  duties  as  directors.  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.

           o        In February  1999, the Board of Directors  nominated Leo Jackson to serve as a director.  Mr. Jackson is a
                    stockholder of the Company and owns 31.4% of Production  Minerals  Inc.,  which has an indirect
                    interest of 25% in the stock of USAMSA (see Note 7).
</PRE>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18.
Commitments and Contingencies:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Until
1989, the Company mined, milled and leached gold and silver in the Yankee Fork
Mining District in Custer County, Idaho. 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, 2000, the cyanide solution cleanup 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 also
has environmental remediation obligations at its antimony production facility
near Thompson Falls, Montana and its former gold mining property (Yellow Jacket)
in Lemhi County, Idaho.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company's management believes that USAC is currently in substantial
compliance with environmental regulatory agencies and that its accrued
environmental reclamation costs are representative of management's estimate
of costs required to fulfill its reclamation obligations. The Company
recognizes, however, that in some cases future environmental expenditures cannot
be reliably determined due to the uncertainty of specific remediation methods,
conflicts between regulating agencies relating to remediation methods and
environmental law interpretations, and changes in environmental laws and
regulations. Such costs are accrued at the time the expenditure becomes probable
and the costs can reasonably be estimated.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>United States
Antimony Corporation and SubsidiariesNotes <BR>to Consolidated Financial
Statements, Continued:</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18.
Commitments and Contingencies, Continued:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
During
the first quarter of 2000, the Company issued 150,000 shares of its common stock
to Thomson Kernaghan and Co., Ltd., and 150,000 shares of its common stock to
Blue Water Partners, Inc. as compensation for fiscal advisory and consulting
services to be provided the Company. The shares were issued pursuant to the
Company's 2000 Stock Plan (see Note 13), and were believed by the Company
to be registered under a Form S-8 registration statement filed in connection
with the 2000 Stock Plan. The stock certificates issued to the two companies
therefore did not bear a restrictive legend. Subsequent to the issuance of the
shares, management was informed by its legal counsel that Form S-8 cannot be
used to register stock issued to consultants whose services involve promotion of
the Company's stock. In response to this information, management
immediately contacted both companies and requested that the unlegended shares of
common stock be returned to the Company in exchange for a certificate bearing a
restrictive legend. In March of 2001, Thomson Kernaghan and Co., Ltd. returned
150,000 shares to the Company in exchange for 150,000 restricted shares. No
response has been received from Blue Water Partners, Inc. As a result of the
issuance, the Company may be subject to civil liabilities, including fines and
other penalties imposed by federal and state securities agencies. At December
31, 2000, the Company had not recorded any liability associated with the
issuance of these shares, as management believes the likelihood of a claim and
the ultimate outcome if a claim is asserted cannot be ascertained at this time.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In
July of 2000, the Company entered into a financing agreement with Thomson
Kernaghan and Co., Ltd. (see Note 12). The financing agreement provided, among
other things, for the sale of up to $1,500,000 of the Company's convertible
debentures. The Financing Agreement also contained a registration rights
agreement in which Company agreed to register the debenture purchasers'
resale of the shares of common stock issued upon conversion of the debentures
and upon exercise of the related purchasers and agents warrants. The
registration rights agreement also provides for liquidated damages to be due if
the Company fails to have an effective registration statement filed by the
registration deadline. The liquidated damages are calculated as two percent (2%)
per month of the aggregate value of the principal amount of the debentures
outstanding combined with the aggregate exercise prices of the outstanding
purchasers' and agent's warrants issued in connection with the
convertible debentures, accrued on a daily basis subsequent to the registration
deadline. At December 31, 2000, the Company did not have a registration
statement yet effective, and the registration deadline had past. If the
liquidated damages provision of the registration rights agreement is enforced or
is enforceable, such damages would be approximately $38,000 as of December 31,
2000. However, the Company's management and its legal counsel believe that
the Company is not responsible for any delay in effectiveness of its
registration statement and that assertion of a claim for liquidated dames under
the registration rights agreement is not probable. Accordingly, the
Company's financial statements do not include any accrual for this
contingency.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19. Fair Value
of Financial Instruments:</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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 approximate their carrying values
of $10,307 and $8,128, respectively, at December 31, 2000 and December 31, 1999,
based upon the contractual cash flow requirements.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Judgments
payable of $43,480 and $40,645, at December 31, 2000 and 1999, respectively,
approximate their carrying value based upon the judgment's repayment
requirements. The fair value of the Company's convertible debentures and
accrued interest of $997,449 and $47,324, respectively, at December 31, 2000,
approximate their carrying value based on management's estimate the fair
values of comparable debt instruments.</FONT></TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>




                                                   RESTATED BYLAWS

                                                         OF

                                         UNITED STATES ANTIMONY CORPORATION








         Pursuant toss. 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.ss.ss. 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.ss. 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.ss.ss.
35-1-516(2) and 35-1-517(3)).

         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.ss. 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.ss. 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.ss.ss. 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.ss.
 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 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.ss.ss.
35-1-113(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.ss.ss.  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.ss. 35-1-520(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
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.ss. 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.ss.ss.
35-1-524(1), 35-1-528(3), 35-1-531).

         Section 3.11      Corporation's  Acceptance  of  Votes.  (Mont. Code
Ann.ss. 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  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.ss. 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.ss. 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.ss.
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 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.ss. 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.ss.ss. 35-1-416(2), 35-1-820).

         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.ss.ss. 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.ss.ss. 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.ss. 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.
ss. 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 a vacancy  shall be
elected  for the  unexpired  term of his  predecessor  in
office.  (Mont. Code Ann.ss.ss. 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.ss. 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.ss. 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.ss. 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.ss.
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  prescribed  the
number in office  immediately  before the  meeting  begins,  if the  corporation
  has a  variable-range  size board.  (Mont.  Code Ann.
ss. 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.ss. 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.ss. 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.ss. 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.ss. 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:

                  (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.ss. 35-1-418).

         Section 4.12      Committees.  (Mont. Code Ann.ss. 35-1-439).

         (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;

                  (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.ss. 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:

                                            (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.

         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.ss. 35-1-462).

         Section 5.3       Directors'  Action.  (Mont. Code Ann.ss. 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.

         (3)      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.

         (4)      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.ss. 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:






                  (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.ss. 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.






         (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.ss. 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.ss. 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.  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.ss.
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.ss. 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.ss. 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:

                  (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.ss. 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  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.ss.
ss. 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.ss. 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.  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 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.ss. 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.
ss.ss. 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  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.
ss. 35-1-453).

         Section 10.3      Further  Indemnification  of  Directors.  (Mont.
Code Ann.ss. 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.

         (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.ss.ss.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.ss. 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;

                  (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.ss. 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.ss.
 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.ss. 35-1-458).

         Section 10.8      Definitions.  (Mont. Code Ann.ss. 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  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.ss. 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.ss. 35-1-116(4)).

         Section 11.3      Effective  Date  of  Notice.  (Mont. Code Ann.ss.
 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;

                  (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.ss. 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 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.
       ss. 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.

         (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.ss. 5-1-1107).

         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.

         (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.ss. 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.ss. 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.ss. 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.

         (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.ss.
 35-1-1104).

                                                             ARTICLE XIII


                                                          GENERAL PROVISIONS
                                                          ------------------


         Section  13.1   Amendment  by  Board  of  Directors  or  Shareholders.
  (Mont. Code Ann.ss. 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.ss.ss. 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.

         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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CORRECTED RESTATED ARTICLES OF INCORPORATION
<TEXT>



                                              ARTICLES OF CORRECTION


                                                        OF


                                        RESTATED ARTICLES OF INCORPORATION


                                                        OF


                                        UNITED STATES ANTIMONY CORPORATION


         Pursuant toss. 35-1-221 of the Montana Business  Corporation Act, the
 undersigned  corporation  files these
Articles of Correction of the Restated  Articles of  Incorporation  of United
States Antimony  Corporation as filed
with the Montana  Secretary of State (Filing  Number: 373855-D35054)  on
November 3,  2000  ("Restated  Articles").
The Restated Articles as filed are incorrect in the following respects:

         1.       The  Restated  Articles,  as  filed,  constitute  a  draft
prepared  prior  to the  adoption  of
amendments to Articles  Fourth and Seventh of the  Corporation's  Articles of
 Incorporation  at the meeting of the
Corporation's  shareholders  on  October 31,  2000,  and the  filing of
Articles  of  Amendment  with the  Montana
Secretary  of State  (Filing  Number:  373750-D35054)  on  November 3,  2000.
 The  Restated  Articles,  as  filed,
therefore  fail to  include  those  amendments  which  were duly  adopted  by
the  corporation  and filed  with the
Secretary of State.

         2.       Article  Sixth of the  Restated  Articles,  as filed,  fails
 to identify  the current  registered
agent and the address of the current  registered  office of the Corporation
but instead  referenced the registered
office and agent at the inception of the Corporation.

         Set forth below in their entirety are the Restated  Articles of
Incorporation  of United States  Antimony
Corporation  in corrected  form as duly adopted by the  corporation's  Board of
 Directors and  shareholders  and as
documented  in Articles of  Amendment  filed with the Montana  Secretary  of
State in  accordance  with the Montana
Business  Corporation Act.  Pursuant toss. 35-1-221(3)  of the Montana Business
 Corporation Act, these Articles of
Correction are dated November 3, 2000.


                                  By /s/_______________________________________
                                      John C. Lawrence, President and Secretary





                                        RESTATED ARTICLES OF INCORPORATION


                                                        OF


                                        UNITED STATES ANTIMONY CORPORATION


         Pursuant toss. 35-1-231 of the Montana Business  Corporation Act, the
 undersigned  corporation  restates in
their  entirety  the  Articles of  Incorporation  of United  States  Antimony
 Corporation  as  initially  filed on
January 14, 1970, and as thereafter amended on March 28, 1984, January 14, 1986,
 and November 3, 2000:

         FIRST:   The name of the corporation is:

                           UNITED STATES ANTIMONY CORPORATION

         SECOND:  The period of its duration is perpetual.

         THIRD:   The purposes for which the  corporation  is organized are to
 acquire,  own,  operate,  manage and
dispose of interests in property,  both real and personal,  including but not
 limited to mineral interests,  within
the United States and abroad, and to engage in all other business not forbidden
 by law.

         FOURTH:

         1.       Common Stock.  The aggregate  number of shares of Common Stock
 which the  corporation  shall have
authority  to issue is thirty  million  (30,000,000)  shares and each of such
shares  shall have a par value of one
cent ($.01).

         2.       Preferred  Stock.  The  corporation  shall have the  authority
 to issue ten million  (10,000,000)
shares of  preferred  stock of $.01 par  value per  share.  Such  shares  may,
 at the  discretion  of the board of
directors,  be divided into and issued in series.  Such shares shall be non-
assessable,  without pre-emptive rights
or subject to call payments other than the  subscription  price,  and such
shares may be issued for cash,  services
or property.  The board of directors of this  corporation  is expressly  vested
with the authority to determine and
establish  variations  between the different series of preferred shares with
respect to: the rate of dividend;  the
price,  terms and  conditions on which such shares may be redeemed;  the amount
 payable upon shares in the event of
involuntary  liquidation;  sinking fund  provisions for the redemption or
repurchase of such shares;  the terms and
conditions  upon which  shares  may be  converted  into  authorized  but
 unissued  shares of common  stock or into
preferred  shares of a  different  series  and  whether  or not each  class of
such  shares  shall  have any voting
rights.  In  establishing  each  series  of  preferred  shares  the  board  of
 directors  shall  comply  with  the
requirements of the Montana Business Corporation Act.

         2A.      Pursuant to the authority  conferred by this Article  Fourth,
  the  Corporation  is authorized to
issue  4,500  shares of its  Series A  Preferred  Stock,  which  shall  have the
  following  designations,  powers,
preferences and relative rights:

         2A.1     Redemption.    The Series A Preferred Stock is nonconvertible
  and is redeemable on sixty (60)
days notice  beginning three years after the date of issuance at a redemption
 price equal to $10.00 per share plus
accumulated dividends.

         2A.2     Dividends.        Each share of Series A Preferred  Stock is
entitled to receive,  in  preference
to the holders of common stock,  cumulative  dividends at the annual rate of
$1.00 per share payable  semi-annually
in arrears when and if declared by Companys Board of Directors.

         2A.3     Liquidation.      In the event of any  liquidation  or winding
 up of the Company,  the holders of
Series A Preferred  Stock shall be entitled to receive  $10.00 per share plus
accumulated  dividends in preference
to the holders of common stock.

         2A.4     Vote.    Each share of Series A Preferred Stock is entitled to
 one vote.

         2B.      Pursuant to the  authority  conferred  by this Article
Fourth,  the  Corporation  shall have the
authority to issue 750,000  shares of its Series B Preferred  Stock,  which
shall have the following  designations,
powers, preferences and relative rights:

         2B.1     Dividends  and  Distribution  of Assets.  The Series B
Preferred  Stock,  in  preference  to the
Common Stock but subject to the preference of the holders of the Series A
 Preferred  Stock, is entitled to receive
out of the net profits of the  Corporation,  when and if declared by the Board
 of Directors,  cumulative  dividends
at the annual rate of one cent ($.01) per share, payable on the 31st day of
December.

         In the event of the liquidation of the  Corporation,  the holders of
the Series B Preferred Stock shall be
entitled to receive,  subject to the  preference  of the holders of the Series
 A Preferred  Stock,  $1.00 per share
plus all accumulated dividends before any amounts shall be distributed among
the holders of the common stock.

         2B.2     Voting  Rights.  Except as may otherwise be required by the
 provisions  of the Montana  Business
Corporation  Act, no holder of any shares of the Series B Preferred  Stock
shall, as such, be entitled to notice of
or to vote at any  meeting of  stockholders  of the  Corporation;  provided,
 however,  that if and when  dividends
payable on any of the Series B Preferred  Stock shall be in default,  and
 thereafter  until all dividends on any of
the Series B  Preferred  Stock in  default  shall have been paid,  the  holders
 of the then  outstanding  shares of
Series B  Preferred  Stock,  voting as a class,  shall be entitled to vote
until all default in the payment of such
dividends shall have been completely cured.

         2B.3     Anti-Dilution  Provision.  The  Corporation  will not dilute
the assets of the company by issuing
any  additional  Series B  Preferred  Stock or any  stock  senior to these
 shares  during  the time this  stock is
outstanding.  Upon reacquisition by the Corporation, shares of Series B
 Preferred Stock may not be reissued.

         2B.4     Conversion  Privilege.  At any time before  December 31,
 1995, the Series B  Preferred Stock may
be converted,  at the option of the holder,  into shares of fully paid and
nonassessable  common stock with one (1)
share of Common  Stock  being  issued for one (1) share of Series B Preferred
 Stock.  Shares of Series B Preferred
Stock shall be deemed to be converted at the close of business on the date of
the surrender to the  Corporation  of
the  properly  endorsed  certificate  or  certificates  representing  the
shares.  The rights of the holders of the
Series B  Preferred  Stock  surrendered  shall  cease at that time and the
person or persons in whose name or names
the certificate or  certificates  for the Common Stock are to be issued shall
 be treated for all purposes as having
become  record  owners  of the  Common  Stock  of the  Corporation  at that
 time.  However,  if  certificates  are
surrendered  on a day on which the stock  transfer  books of the  Corporation
 are closed,  the surrender  shall be
deemed to have occurred on the next succeeding day on which the stock transfer
 books are open.

         2B.5     Reservation  of Common.  The  Corporation  shall at all times
 reserve and keep  available  solely
for the  purpose  of issuing  upon  conversion  of Series B  Preferred  Stock
 the number of shares of Common  Stock
issuable upon conversion of all outstanding Series B Preferred Stock.

         2C.      Pursuant to the  authority  conferred  by this Article Fourth,
  the  Corporation  shall have the
right to issue  205,996  shares of its Series C  Preferred  Stock,  which  shall
 have the  following  designations,
powers, preferences and relative rights:

         2C.1     Optional  Conversion.  A holder of Series C 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.  Following
 conversion,  shares of Series C Preferred
Stock may not be reissued.

         2C.2     Voting  Rights.  The  holders  of Series C 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 shares.

         2C.3     Liquidation  Preference.  In the event of any  liquidation  or
  winding  up of the  Company,  the
holders of Series C shares  shall be entitled  to receive in  preference  to 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.

         2C.4     Registration  Rights.  Twenty  percent  (20%)  of  the
 underlying  common  stock  issuable  upon
conversion of the Series C 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.

         2C.5     Redemption.  The Series C shares are not redeemable by the
Company.

         2C.6     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  common 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
shall be $0.55.

         2C.7     Protective  Provisions.  The  consent of a majority in
interest of the holders of Series C 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.

         2C.8     Reservation  of Common.  The  Corporation  shall at all times
reserve and keep  available  solely
for the  purpose  of issuing  upon  conversion  of Series C  Preferred  Stock
the number of shares of common  stock
issuable upon conversion of all outstanding Series C Preferred Stock.

         FIFTH:   Provisions for the regulation of the internal affairs of the
corporation are:

                  (a)      The corporation shall have the right to purchase,
take,  receive or otherwise  acquire,
         hold,  own,  pledge,  transfer or otherwise  dispose of its own shares,
  but  purchases of its own shares,
         whether  direct or  indirect,  shall be made only to the  extent of
unreserved  and  unrestricted  earned
         surplus  available  therefor and to the extent of unreserved and
 unrestricted  capital surplus  available
         therefor.

                  (b)      The  corporation  may issue bonds,  debentures  or
other  obligations  convertible  into
         shares of any class,  in the amounts and on such terms and  conditions
  as may be provided by  resolutions
         of the Board of Directors.

                  (c)      Dividends  of the  corporation  may be  declared
and paid in cash out of the  depletion
         reserves  of the  corporation,  but each such  dividend  shall be
 identified  as a  distribution  of such
         reserves,  and the  amount  per  share  paid for such  reserves  shall
 be  disclosed  to the  shareholders
         receiving  the same,  such payment of dividends to be  performed
according to the  provisions  of Section
         15-2240, Revised Codes of Montana, 1947.

                  (d)      The Board of Directors of the  corporation  may,
  from time to time,  distribute  to its
         shareholders out of any capital surplus of the corporation a portion of
 its assets, in cash or property.

         SIXTH:   The  address  of  the  current   registered  office  of  the
 corporation  is   4946 Highway 200,
P.O. Box 643,  Thompson Falls,  Montana 59873; and the name of its current
 registered agent at such address is John
C. Lawrence.

         SEVENTH: The number of directors  presently  authorized is three (3).
The  authorized  number of directors
of the  corporation  may range between three (3) and seven (7); and the number
of directors may be fixed or changed
from time to time, within the minimum and maximum, by the Board of Directors or
the shareholders.

         EIGHTH:  The name and address of each incorporator is:

                  Name                                Address
                  ----                               -------

                  Margaret Ann Sutton        192 Le Banke, Salt Lake City, Utah
                  Alexis Turner      1782 Downington Ave., Salt Lake City, Utah
                  Pauline Moss         24301 1/2Lambourne, Salt Lake City, Utah

         These Restated Articles of Incorporation are dated November 3, 2000.




                                    /s/________________________________________
                                      John C. Lawrence, President and Secretary


                                                    CERTIFICATE


         The  undersigned,  President and Secretary of United States Antimony
Corporation,  hereby  certifies that
the foregoing Restated Articles of Incorporation of United States Antimony
 Corporation:

         (i)      restate in their entirety the  Corporation's  Articles of
 Incorporation  as originally  filed on
                  January 14,   1970,  and  as  thereafter  amended  on  March
28,  1984,  January 14,   1986,  and
                  November 3, 2000;

         (ii)     do not contain any amendment to the articles requiring
shareholder approval; and

         (iii)    have been duly  authorized  and adopted by the Board of
Directors  pursuant toss. 35-1-231(i)  of
                  the Montana Business Corporation Act, without shareholder
action.




                                    /s/________________________________________
                                      John C. Lawrence, President and Secretary


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
