-----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,
 SyhoxPQr0KYKk/7Fy+rOmocNcAtOc4C/aB/SMQEZsDgl9EGrxe78aGBYs9luSPpK
 Gpk74nQWEuyW2wjruAmelA==

<SEC-DOCUMENT>0001059016-01-500014.txt : 20010516
<SEC-HEADER>0001059016-01-500014.hdr.sgml : 20010516
ACCESSION NUMBER:		0001059016-01-500014
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:		6
REFERENCES 429:			333-45508
FILED AS OF DATE:		20010515

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:		SB-2/A
		SEC ACT:		
		SEC FILE NUMBER:	333-45508
		FILM NUMBER:		1636515

	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>SB-2/A
<SEQUENCE>1
<FILENAME>sb2.txt
<DESCRIPTION>UNITED STATES ANTIMONY CORPORATION FORM SB-2/A
<TEXT>

     As filed with the Securities and Exchange Commission on May 14, 2001

                                                      Registration No. 333-45508

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

                         ----------------------------------

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

                         ----------------------------------


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


        Montana                        3339                    81-0305822
(State of jurisdiction of  (Primary Standard Industrial     (I.R.S. Employer
    incorporation or        Classification Code Number)  Identification  Number)
      organization)

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

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

                                     COPY TO

                          Robert L. Sonfield, Jr., Esq.
                               Sonfield and Sonfield
                             770 South Post Oak Lane
                              Houston, Texas 77056
                                 (713) 877-8333
                              (713) 877-1547 (fax)
                          ------------------------------

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






If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x]

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

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

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

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

<TABLE>
=================================================================================================================

                                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                 <C>                 <C>
Title of Each Class of                      Amount to be      Proposed Maximum    Proposed Maximum    Amount of
Securities to be Registered (1)              Registered        Offering Price        Aggregate       Registration
                                                               Per Share (2)     Offering Price (2)      Fee
- ----------------------------------------- ------------------ ------------------- ------------------- ------------

Common Stock, par value $.01 per share        5,744,641            $0.21             $1,206,394        $301.59
- ----------------------------------------- ------------------ ------------------- ------------------- ------------
</TABLE>
     (1) This Registration Statement relates to the registration of 5,744,641
shares of common stock, $.01 par value, which we are obligated to register on
behalf of Selling Shareholders. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Financial Condition and
Liquidity" and "Selling Shareholders."

     (2) This Registration Statement covers (i) 2,317,597 shares of common stock
issuable upon conversion of debentures at $0.29125 per share, and 1,158,799
additional shares issuable upon conversion if the market price is less than
$.29125 per share which we are required to register pursuant to a financing
agreement with purchasers of our convertible debentures; (ii) 1,394,230 shares
issuable upon exercise of related warrants at $0.39 per share; (iii) 150,000
shares of common stock held by a Selling Shareholder; (iv) 240,343 shares
issuable to the holders of debentures as penalties; and (v) 483,672 shares held
by former holders of Series C preferred stock. Pursuant to Rule 457(c) under the
Securities Act of 1933, the aggregate offering price of the common shares
underlying the debentures and the warrants is computed on the basis of the
average of the bid and asked price for our common stock in the over-the-counter
market on April 19, 2001.



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








PRELIMINARY PROSPECTUS                Subject To Completion, Dated MAY ___, 2001

      The information in this prospectus is not complete and may be changed.



                       UNITED STATES ANTIMONY CORPORATION

                                5,744,641 Shares

                                  Common Stock



     We are registering the following shares:
o        3,476,396 shares of common stock issuable at a price per share equal to
         the lower of $.29125 or 75% of the market price upon conversion of our
         10% convertible debentures issued and issuable to 5 of the selling
         shareholders;
o        240,343 liquidated damage shares of common stock issuable ratably to
         the holders of our 10% convertible debentures. o 432,692 shares of
         common stock issuable at $.39 per share upon exercise of warrants held
         by 5 of the selling shareholders; o 961,538 shares of common stock
         issuable at $.39 per share upon exercise of agent's warrants held by 3
         of the selling shareholders;
o        150,000 shares of common stock held by 1 of the selling shareholders;
         and
o        483,672  shares of common stock held by 13 of the selling  shareholders
         who converted  their shares of our Series C Preferred Stock.


     We will pay the expenses of registering these shares.

     We will receive no part of the proceeds from any sale of the shares by the
selling shareholders.  See "Selling Shareholders."

                          ---------------------------

              Investing in these shares involves significant risks.

       See "Risk Factors" section of this Prospectus beginning on page 2.

                          ----------------------------

Our common stock is registered under Section 12(b) of the Securities Exchange
Act of 1934 and trades are reported on the Over-The-Counter Electronic Bulletin
Board (OTCBB) under the symbol "UAMY." The last reported sale price per share of
our common stock by the OTCBB on April 19, 2001 was $0.21 per share.


The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of these securities or determined if this prospectus is
truthful or complete.

            Any representation to the contrary is a criminal offense.






                  The date of this prospectus is ________, 2001









                                TABLE OF CONTENTS



PROSPECTUS SUMMARY.............................................................1

RISK FACTORS...................................................................2

USE OF PROCEEDS................................................................7

DETERMINATION OF OFFERING PRICE................................................7

DILUTION.......................................................................7

SELLING SHAREHOLDERS...........................................................8

PLAN OF DISTRIBUTION..........................................................12

DESCRIPTION OF SECURITIES.....................................................13

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................15

DESCRIPTION OF BUSINESS.......................................................16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................21

DESCRIPTION OF PROPERTY.......................................................24

DIRECTORS AND EXECUTIVE OFFICERS..............................................25

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................26

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................28

EXECUTIVE COMPENSATION........................................................30

LEGAL PROCEEDINGS.............................................................30

LEGAL MATTERS.................................................................30

EXPERTS.......................................................................30

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
VIOLATIONS....................................................................30

WHERE YOU CAN FIND MORE INFORMATION...........................................31

INDEX TO FINANCIAL STATEMENTS................................................F-7






                           PROSPECTUS SUMMARY

         The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk
Factors" section, the financial statements and the notes to the financial
statements. Some of the statements made in this prospectus discuss future events
and developments, including our future business strategy and our ability to
generate revenue, income and cash flow. These forward-looking statements involve
risks and uncertainties which could cause results to differ materially from
those contemplated in these forward-looking statements.

The Company

         Our principal business is the production of antimony products including
antimony metal, antimony oxides and sodium antimonate. In the year ended
December 31, 1999 and December 31, 2000, antimony product sales generated
revenues of approximately $4.7 million and $5 million, respectively.

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

         We have entered into a joint venture to mine, process and sell zeolite.
This venture is in the developmental stage but is not expected to contribute
materially to our operating revenue in the near future.

The Offering

Common Stock Offered
For Resale:.......         5,744,641 shares,  issuable to Selling  Shareholders
                           upon conversion of our 10% convertible  debentures
                           and exercise of related warrants.

Use of Proceeds:..         Working capital and general corporate purposes*

Over-The-Counter
Electronic Bulletin
Board Symbol:.....         UAMY

- -----------------


*We will receive no proceeds from the issuance of shares of common stock upon
the conversion of the 10% convertible debentures. If exercised, we will receive
proceeds from the sale of shares issuable upon the exercise of warrants by the
Selling Shareholders. We will not received proceeds from resale of our common
stock by the Selling Shareholders.







                            RISK FACTORS

         You should carefully consider the following risks and all of the other
information set forth in this prospectus. Some of the following risks relate
principally to our business. Other risks relate to our financial condition, the
securities markets and ownership of our stock. The risks and uncertainties
described below are not the only ones facing our company. Additional risks and
uncertainties not presently known to us or that we currently believe to be
immaterial may also adversely affect our business.

         If any of the following risks and uncertainties develop into actual
events, our business, financial condition or results of operations could be
harmed and the price of our stock could go down. This means you could lose all
or part of your investment.

         There are risks associated with forward-looking statements made by us
and actual results may differ.

         Some of the information in this Form SB-2 contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they: o discuss our
future expectations; o contain projections of our future results of operations
or of our financial condition; and o state other "forward-looking" information.

         We believe it is important to communicate our expectations. However,
there may be events in the future that we are not able to accurately predict or
over which we have no control. The risk factors listed in this section, as well
as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. You should
be aware that the occurrence of the events described in these risk factors could
have an adverse effect on our business, results of operations and financial
condition.

                         Risks Related to This Offering

Our share price may decline because of the ability of the Selling Shareholders
to sell shares of our common stock.

         Sales of substantial amounts of our common stock by the Selling
Shareholders, or the possibility of sales, could adversely affect the prevailing
market price of our common stock and impede our ability to raise capital through
the issuance of equity securities. Subject to applicable federal and state
securities laws and contractual limitations, after converting their debentures
and/or exercising their warrants to purchase shares of our common stock, the
Selling Shareholders may sell any and all of the Shares. Trading volume in our
stock on the OTC Bulletin Board has historically been light; and sale of blocks
of common stock could depress the market price of our stock.

By short-selling our stock, the Selling Shareholders could depress the market
price of our shares, enabling the Selling Shareholders to acquire more shares
upon exercise of debenture conversion rights and thereby increasing the dilution
of the other shareholders' equity in the company.

         A short-sale is the sale of a security that the seller does not own or
that the seller owns but does not deliver. In order to deliver the security to
the purchaser, the short-seller will borrow the security, typically from a
broker-dealer or an institutional investor. The short-seller later closes out
the position by returning the security to the lender, typically by purchasing
equivalent securities on the open market. In general, short-selling is utilized
to profit from an expected downward price movement, or to hedge the risk of a
long position in the same security or in a related security.

         Although short-selling serves useful market purposes, it also may be
used as a tool for manipulation. One example is the "bear raid" where an equity
security is sold short in an effort to drive down the price of the security by
creating an imbalance of sell-side interest. Short-selling at successively lower
prices may drive the market down and may accelerate a declining market by
exhausting all remaining bids at one price level, causing successively lower
prices to be established by long sellers. Further, short-selling can increase
stock price volatility.

         The Securities and Exchange Commission has adopted rules which regulate
short-selling of securities listed on national securities exchanges. The
National Association of Securities Dealers similarly regulates Nasdaq National
Market Systems (NMS) securities. These rules do not apply to short sales of
securities, like our common stock, which are traded in the over-the-counter
market and quoted on the Electronic Bulletin Board.

         Our debenture conversion price formula has no floor. The lower the
market price for our common stock, the greater the number of shares the Selling
Shareholders can acquire upon conversion of the debentures into common stock.
The Selling Shareholders could use a short-selling strategy to drive down the
market price of our common stock and then exercise conversion rights to acquire
more shares and dilute the other shareholders' interests in us.

Our Common Stock Is A "Penny Stock," And Compliance With Requirements For
Dealing In Penny Stocks May Make It Difficult For Holders Of Our Common Stock To
Resell Their Shares.

         The limited public market for our common stock, is in what is known as
the over-the-counter market and, trading of our stock is quoted under the symbol
"UAMY" on the Electronic Bulletin Board operated for the NASD. At least for the
foreseeable future, our common stock will be deemed to be a "penny stock" as
that term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
Rule 15g-2 under the Exchange Act requires broker/dealers dealing in penny
stocks to provide potential investors with a document disclosing the risks of
penny stocks and to obtain from these inventors a manually signed and dated
written acknowledgement of receipt of the document before effecting a
transaction in a penny stock for the investor's account. Compliance with these
requirements may make it more difficult for holders of our common stock to
resell their shares to third parties or otherwise, which could have a material
adverse effect on the liquidity and market price of our common stock (see
"Description of Securities - Penny Stock Rules").

     Penny stocks are stocks:

o        with a price of less than $5.00 per share unless traded on NASDAQ or a
         national securities exchange;

o        Penny stock are also stocks which are issued by companies with:

o        net tangible assets of less than:

      >>       $2.0 million (if the issuer has been in continuous operation for
               at least three years); or

      >>       $5.0 million (if in continuous operation for less than three
               years); or

o        average revenue of less than $6.0 million for the last three years.

We Are Not, And May Never be, Eligible for NASDAQ or any National Stock
Exchange.

         We are not presently, and it is likely that for the foreseeable future
we will not be, eligible for inclusion in NASDAQ or for listing on any United
States national stock exchange. To be eligible to be included in NASDAQ, a
company is required to have not less than $4,000,000 in net tangible assets, a
public float with a market value of not less than $5,000,000, and a minimum bid
of price of $4.00 per share. At the present time, we are unable to state when,
if ever, we will meet the Nasdaq application standards. Unless we are able to
increase our net worth and market valuation substantially, either through the
accumulation of surplus out of earned income or successful capital raising
financing activities, we will never be able to meet the eligibility requirements
of NASDAQ.

Some terms of the 10% Convertible Debenture financing transaction may have a
negative impact on our business.

         We entered into a financing agreement with Thomson Kernaghan and Co.
Limited, as agent for some of the Selling Shareholders. As part of the agreement
we issued and could issue additional 10% convertible debentures and warrants.
Substantial dilution of our stock will occur upon the conversion of the
debentures and warrants which have been issued and which may be issued in the
future under the terms of the agreement.

         Further, the conversion price of our outstanding debentures is the
lower of the initial conversion price of $.29125 per share or 75% of the average
of the three lowest closing bid prices of our common stock during the twenty
trading days preceding the conversion date; and there is no maximum number of
shares issuable upon conversion of the debentures. A debenture holder could
partially convert to common stock, sell that stock in a manner which depresses
the trading price, and then further convert a portion or all of the debenture at
the lowered stock price, thereby increasing the number of common shares issuable
upon conversion of each dollar of debenture and increasing the dilution of the
outstanding shares of our common stock.

         If the price of our common stock declines below approximately $0.075,
we will have insufficient shares of authorized common stock available to enable
conversion of all outstanding debentures. In that event, we would be in breach
of our obligations to one or more debenture holders, who would then have the
right to require immediate repayment of the unpaid principal balance of the
debenture and accrued interest and could subject us to exposure to a claim for
damages.

         The financing agreement also prevents us from entering into specified
transactions involving our stock for a 270-day period. The potential and/or
actual dilution and agreement terms which prevent some future transactions may
harm our stock price and our ability to obtain additional financing, if needed.

Rights To Acquire Shares Of Common Stock Will Result In Dilution To Other
Holders Of Common Stock.

         Outstanding warrants could adversely affect the terms on which we can
obtain additional financing, and the holders of these warrants can be expected
to exercise these securities at a time when, in all likelihood, we would be able
to obtain additional capital by offering shares of common stock on terms more
favorable to us than those provided by the exercise of these warrants. Holders
of the warrants will have the opportunity to profit from an increase in the
market price of our common stock, with resulting dilution in the interests of
the holders of our common stock. As of December 31, 2000, there were issued and
outstanding the following warrants:

         --warrants held by our directors, officers, employees and affiliates to
         purchase an aggregate of 401,213 shares of common stock with an
         exercise price ranging from $.25 to $.41 per share.

         --warrants held by unaffiliated third parties to purchase an aggregate
         of 2,003,281 shares of common stock with an exercise price ranging from
         $.25 to $.55 per share.

Our Board of Directors Can Issue Additional Shares Of Our Common Stock Without
The Consent Of Any Of Our Shareholders; Substantial Future Stock Issuances Could
Result In The Dilution Of Your Voting Power And Of Earnings Per Share Which
Could Decrease The Value Of Your Shares

         Our Certificate of Incorporation authorizes the issuance of 30,000,000
shares of common stock. Upon the sale of all of the shares of common stock
offered hereby approximately 6,153,467 of our authorized common shares will
remain unissued. Our board of directors has the power to issue any or all of the
remaining 6,153,467 authorized common shares for general corporate purposes,
without shareholder approval. While we presently have no commitments, contracts
or intentions to issue any additional common shares except as otherwise
disclosed in this prospectus, potential investors should be aware that any stock
issuances may result in a reduction of the book value or market price of the
outstanding common shares. If we issue any additional common shares, any
issuance will reduce the proportionate ownership and voting power of each other
common shareholder. See "Description of Securities."

In the event of a liquidation of our business, any return of your investment in
our shares will be junior and subordinate to our present and future debt
financing.

         Our corporate charter and bylaws do not contain any limitation on the
amount of indebtedness, funded or otherwise, we might incur. Accordingly, we
could become more highly leveraged, resulting in an increase in debt service
that will harm our ability to pay dividends to our stockholders and result in an
increased risk of default on our obligations. We expect to use indebtedness and
leveraging to finance operations and future development of our business which
increases the risk of any distribution to our stockholders.

Unexpected fluctuations in our quarterly operating results may cause our stock
price to decline.

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

We do not anticipate paying dividends on our common stock in the foreseeable
future.

         Rather, we plan to retain earnings, if any, for the operation and
expansion of business. Investment in our common stock is unsuitable for an
investor seeking income.

Our liabilities substantially exceed our assets. If we were liquidated before
our stockholders' deficit is eliminated, our common shareholders would lose part
or all of their investment.

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

                    Risks Related to Our Financial Condition

We Have a Negative Net Worth, Have Incurred  Significant  Losses,  and Expect to
Incur Losses in the Future.  This Could Drive Down The Price of Our Stock.

         We have not generated an operating profit for several years. Instead we
have been able to continue operations by gross profit from our antimony
operations, sales of common stock and borrowings from banks and others. As of
December 31, 2000, we had an accumulated deficit of $1,708,085 and we anticipate
that we will continue to incur net losses for the foreseeable future unless and
until we are able to establish profitable business operations. As at December
31, 2000, we had total current assets of $349,543 and total current liabilities
of $1,199,791 or negative working capital of approximately $850,248. If we fail
to establish profitable operations and continue to incur losses, the price of
our common stock could be expected to fall.

We Received An Opinion From Our Auditors As of March 22, 2001 Which Raises Doubt
About Our Ability to Continue After that Date as a Going Concern.

         Our audited financial statements for the year ended December 31, 2000,
which are included in this prospectus, indicate that there was substantial doubt
as of March 22, 2001 about our ability to continue as a going concern due to our
need to generate cash from operations and obtain additional financing. In
addition to the very real risk to our ability to successfully operate our
business profitably, which our auditors have thus expressed, this type of "going
concern" qualification in our auditor's report can have a negative effect on the
price of our stock. If we fail to manage our growth in a manner that minimizes
these strains on our resources it could disrupt our operations and ultimately
prevent us from generating the revenues we expect.

We are delinquent or in arrears on significant current liabilities; and
collection efforts by creditors could jeopardize our viability as a going
concern.

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

A major portion of our bank debt consists of variable-rate short-term
obligations, which subjects us to interest rate and refinancing risks.

         We currently obtain working capital through a factoring arrangement
secured by accounts receivable and other collateral and through a line-of-credit
and other short-term loans secured by plant, property and equipment.

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

Capital to meet our future needs may be unavailable on acceptable terms, which
would impair our plans to reduce dependence on foreign sources of antimony by
developing additional metal supplies, develope and expand our present
operations) and to expand our product lines to include industrial minerals.

         To fund future needs, we may seek to obtain additional capital from
public or private financing transactions, as well as borrowing and other
resources. The issuance of equity or equity-related securities to raise
additional cash could result in dilution to our stockholders. Further,
additional funding may not be available on favorable terms, if at all.

                          Risks Related to Our Business

Death or disability of John C. Lawrence could adversely affect the management of
our business and could result in acceleration of guaranteed indebtedness.

         Mr. Lawrence is our principal executive officer and is directly
involved, on a day-to-day basis, in our marketing, production, research and
development, and environmental reclamation activities. His death or incapacity
could adversely affect our operations and future prospects. In addition, Mr.
Lawrence personally guarantees our long-term bank debt and short-term
lines-of-credit; and the death, incapacity or insolvency of Mr. Lawrence
constitutes an event of default, which would entitle the lender to accelerate
maturity of the debt.

We are dependent on foreign sources for raw materials; and there are risks of
interruption in procurement from these sources, volatile changes in world market
prices for these materials as well as currency fluctuations that are not
controllable by us. Unavailability of adequate raw material or increase in
material prices could impair our production, sales or margins.

         We obtain antimony metal, the raw material for our antimony products,
primarily 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. In mid-2000, our principal supplier
of Chinese antimony metal was unwilling to supply antimony metal at contract
prices which were lower than rapidly rising world prices; and the supplier has
indicated it may be unable to meet contractual volume commitments to supply
antimony at any price. We have agreed to pay higher prices to assure a continued
supply of metal which, absent agreement of our principal customers to accept
corresponding price increases for our antimony products, could adversely affect
sales and gross margins.

Any product recall or product return could harm our customer relations, sales
and profitability.

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

Uninsured loss, acts of God could impair our plant, property and equipment, and
our ability to produce and sell our principal products.

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

If we are unable to compete effectively with the larger producers we will not be
able to generate profits.

         Some of our competitors in the antimony industry have substantially
more financial resources, marketing and development capabilities than we do.
Unlike our larger competitors, we lack the capital to stock substantial amounts
of raw material inventory and may be unable to supply product to our customers
if raw material availability declines or prices increase substantially.

Compliance with government regulations is costly.

         We are subject to many and varied forms of government regulations,
including environmental, occupational health and safety, and mine safety laws
and regulations. For the year ended December 31, 2000, we have expended
approximately $113,000 to comply with environmental reclamation requirements
imposed by federal and state regulators. Our cash flow and profitability will be
reduced by the cost of complying with current and future laws, rules,
regulations, and policies, and by liabilities arising out of any of our past and
future conduct. See "Description of Business - Environmental Matters."

Our current and former operations expose us to risks of environmental
liabilities.

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


                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of
our common stock offered by the Selling Shareholders. The proceeds of sale of
the debentures were used to discharge indebtedness in the approximate amount of
$1,500,000 and to purchase raw materials. The debt was owed to the Estate of
Bobby C. Hamilton, and required minimum annual payments of principal and
interest which totaled $200,000 and consumed 4% of our gross revenues from
sales. See "Management Discussion and Analysis - Financial Condition and
Liquidity." The Series C preferred stock was issued in 1997 in payment of
defaulted debentures previously issued from time to time for working capital
purposes.


                         DETERMINATION OF OFFERING PRICE

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

         Upon resale of the shares by the Selling Shareholders, the price per
share will be the market price available in the over-the-counter market.


                                    DILUTION

         At the close of business on March 30, 2001, there were 18,585,564
outstanding shares of our $0.01 par value common stock. The number of
outstanding shares of common stock:

                  (i) includes 35,124 shares which holders of Series C preferred
         stock were entitled to receive upon conversion of their preferred stock
         into common stock. These shares were not issued at the time of
         conversion because our calculation of the number of conversion shares
         inadvertently omitted to account for the impact of anti-dilution
         provisions of the Series C preferred stock, which were triggered by our
         issuance of common stock for less than the Series C conversion price.
         These 35,132 shares are being issued to the pertinent stockholders
         retroactively to the date of conversion of their Series C preferred
         stock.

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

         The Registration Rights Agreement with the purchasers of our
outstanding convertible debentures and related warrants requires us to register
5,260,969 shares of our common stock that, depending on the market price at the
time of conversion, we could be required to issue upon conversion of the
debentures and/or exercise of related warrants which are currently issued and
outstanding and held by Selling Shareholders. The minimum number of conversion
and warrant shares we are required to issue, if all debentures are converted at
the maximum conversion price of $.29125 per share and all related warrants are
exercised, is 3,711,827. We are also registering 483,672 shares held by the
Series C Holders.

         The following table sets forth the net tangible book value per share at
December 31, 2000, and the net tangible book value per share assuming that all
2,317,597 shares were issued at December 31, 2000 upon conversion of debentures
at $0.29125 per share and 1,394,230 shares were issued upon exercise of the
related warrants at $0.39 per Share. Net tangible book value per share as of
December 31, 2000 is calculated by dividing total tangible assets less total
liabilities, or ($1,708,085), by the number of shares outstanding, 18,375,564.

         After giving effect to the issuance of 2,317,597 shares upon conversion
of debentures and 1,394,230 shares upon exercise of the related warrants, and
after deducting offering expenses estimated to be $115,000, our pro forma net
tangible book value will increase to $(409,370), or $(0.074) per share,
representing an immediate increase in pro forma net tangible book value of
$0.019 per share for existing shareholders.

         Net tangible book value at December 31, 2000         $(.093)  per share
                                                              -------
         Net tangible book value after giving effect
         to issuance of 2,317,597 shares at $0.29125
         per share and 1,394,230 shares at $0.39 per
         Share                                                $(.019)  per share
                                                              -------

         Per share dilution to Selling Shareholders           $(.074) per share
                                                               ------

         Percent dilution to Selling Shareholders              79.57%
                                                               -----


                              Selling Shareholders

            The following table sets forth information with respect to the
Selling Shareholders as of March 30, 2001. John C. Lawrence is our Chairman of
the Board of Directors and Robert A. Rice is one of our directors. The other
Selling Shareholders are not currently our affiliates, and have not had a
material relationship with us during the past three years, other than as a
holder of our securities and the negotiation of the financing agreement. The
Selling Shareholders are not and have not been affiliated with a registered
broker-dealer. However, Thomson Kernaghan and Co. Limited is licensed by the
Province of Ontario, Canada as an investment dealer and broker. CALP II LP and
Striker Capital, Ltd. are affiliates of Thomson Kernaghan and Co. Limited. Ian
McKinnon is the father of Michelle McKinnon, both of whom are employees of
Thomson Kernaghan and Co. Limited.

            The table assumes:

o        all debentures are converted at $0.29125 per share and all warrants are
         exercised at $0.39 per share.

o        all of the shares that may be offered by the Selling Shareholders
         actually are sold;

o        the Selling  Shareholders do not acquire beneficial  ownership of any
         other shares or dispose of any shares other than in this offering; and

o        we do not issue or cancel any other shares.
<TABLE>
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
<S>                                 <C>                 <C>             <C>           <C>                     <C>

                                     NUMBER OF SHARES                    NUMBER OF
                                       BENEFICIALLY       Percent of    SHARES THAT      NUMBER OF SHARES       PERCENT OF
                                     OWNED BEFORE THE    Class Before      MAY BE       BENEFICIALLY OWNED     CLASS after
   Name of Beneficial Owner(1)           OFFERING        offering(1)      OFFERED       after the offering     offering(1)
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------

Abuck Investments Ltd. (2)(8)            886,113             4.55         886,113               0                   0
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Archer Foundation                         32,684              *            6,536              26,148                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Claude H.C. Archer                       163,423              *            32,684            130,739                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
B-Mac Trading (3) (8)                    443,057             2.33         443,057               0                   0

- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Caliber Resources Ltd. (4) (8)           938,363             4.81         938,363               0                   0

- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
CALP II LP and Striker Capital           886,114             5.35         886,114               0                   0
Ltd. (5) (8)
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Delta Funds                               81,712              *            16,342             65,370                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
H.R. Gurtsmith                            49,026              *            9,805              39,221                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Barbara Howley                           284,153             1.53          56,830            227,323               1.26
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Ian McKinnon (6)                         384,543             2.03         384,543               0                   0
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Michelle McKinnon (7)                    192,272             1.02         192,272               0                   0
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
George W. Moffitt Jr.                     49,027              *            9,805              39,222                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Nancy Ann Moffitt                         98,053              *            19,610             78,443                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Nancy J. Moffitt                          65,369              *            13,073             52,296                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Sanders County Ledger                     28,510              *            5,702              22,808                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
John C. Lawrence                        3,537,827            17.9         266,355           3,271,472             18.07
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
JCL/Ham Pass Thru                        138,398              *            27,679            110,719                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Robert A. Rice                           217,762             1.17          12,715            205,047               1.13
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Sulico                                    32,684              *            6,536              26,148                *
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Thomson Kernaghan and Co. Limited          150,000             5.35         150,000               0                   0
(5) (8) (9)
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
Ursa Capital/Holdings Ltd. (8)(10)       221,528             1.19         221,528               0                   0
                                         -------             ----         -------               -                   -
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
  Total
- ----------------------------------- ------------------- --------------- ------------- ----------------------- ---------------
</TABLE>
* Represents less than 1% of the outstanding common stock.

1)       Shares of common stock subject to options or warrants currently
         exercisable or convertible, or exercisable or convertible within 60
         days of March 30, 2001 are deemed outstanding for computing the
         percentage of the person holding such option or warrant but are not
         deemed outstanding for computing the percentage of any other person.
         Percentages are based on a total of 18,585,564 shares of common stock
         outstanding before the offering and 18,101,892 shares outstanding after
         the offering.

2)       Under the financing agreement, Abuck Investments Ltd. agreed not to
         have the right to convert any debenture or exercise any warrant if,
         after having given effect to the conversion or exercise, it would be
         deemed to beneficially own more than 9.9% of the then outstanding
         common stock. This provision was included to assure that no debenture
         holder or warrant holder could become our affiliate. Includes 686,695
         shares of common stock issuable upon conversion of debentures, 128,205
         shares of common stock issuable upon exercise of warrants, and 71,213
         shares of common stock issued as liquidated damages for failure to have
         registration statement declared effective.

3)       Under the financing agreement, B-Mac Trading agreed not to have the
         right to convert any debenture or exercise any warrant if, after having
         given effect to the conversion or exercise, it would be deemed to
         beneficially own more than 9.9% of the then outstanding common stock.
         This provision was included to assure that no debenture holder or
         warrant holder could become our affiliate. Includes 343,348 shares of
         common stock issuable upon conversion of debentures, 64,103 shares of
         common stock issuable upon exercise of warrants, and 35,606 shares of
         common stock issued as liquidated damages for failure to have
         registration statement declared effective.

4)       Under the financing agreement, Caliber Resources Ltd. agreed not to
         have the right to convert any debenture or exercise any warrant if,
         after giving effect to the conversion or exercise, it would be deemed
         to beneficially own more than 9.9% of the then outstanding common
         stock. This provision was included to assure that no debenture holder
         or warrant holder could become our affiliate. Includes 429,184 shares
         of common stock issuable upon exercise of debentures, 464,671 shares of
         common stock issuable upon exercise of warrants, and 44,508 shares of
         common stock issued as liquidated damages for failure to have
         registration statement declared effective.

5)       CALP II LP, Striker Capital Ltd. and Thomson Kernaghan and Co. Limited
         are under the common control of Mark Valentine, the Chief Executive
         Officer of Thomson Kernaghan and Co. Limited, who has authority to vote
         and dispose of the shares beneficially owned by any of them.
         Accordingly, Thomson Kernaghan, CALP II and Striker Capital Ltd. may be
         considered a group which beneficially owns all of the shares
         beneficially owned by any of them. Under the financing agreement, CALP
         II and Striker Capital Ltd. agreed not to have the right to convert any
         debenture or exercise any warrant if, after having given effect the
         conversion or exercise, both of them considered as a group would be
         deemed to beneficially own more than 9.9% of the then outstanding
         common stock. This provision was included to assure that no debenture
         holder or warrant holder could become our affiliate. Includes 686,696
         shares of common stock issuable upon conversion of debentures, 128,205
         shares of common stock issuable upon exercise of warrants, and 71,213
         shares of common stock issued as liquidated damages for failure to have
         registration statement declared effective.

6)       Includes 384,543 shares of common stock issuable upon exercise of
         warrants. Selling Shareholder is an officer and director of Thomson
         Kernaghan and disclaims being an affiliate.

7)       Includes 192,272 shares of common stock issuable upon conversion of
         warrants. Selling Shareholder is a non-management employee and
         disclaims being an affiliate of Thomson Kernaghan.

8)       By Agreement effective July 11, 2000 ("financing agreement"), Thomson
         Kernaghan and Co., Limited purchased, as agent for other investors,
         $675,000 principal amount of convertible debentures, an agent's warrant
         to purchase 961,538 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. Thomson Kernaghan and Co., Limited is the
         beneficial owner of 150,000 shares of Company's common stock and
         disclaims beneficial ownership of the debentures, warrants and shares
         issuable upon conversion or exercise. Further, Thomson Kernaghan has
         advised the Company that, except as indicated in note (5), it is not a
         member of a group, as defined in ss. 13(d) of the Securities and
         Exchange Act of 1934, which owns 5% or more of Company's common stock.

9)       Thomson Kernaghan and Co. Limited is the record holder, as agent for
         non-US persons under the Escrow Agreement, of a certificate for
         1,000,000 contingently issued shares issued in escrow to facilitate
         issuance of common stock to the debenture holders and warrant holders
         upon exercise of their conversion or purchase rights. Thomson Kernaghan
         and Co. Limited disclaims beneficial ownership of these shares.

10)      Under the financing agreement, Ursa Capital/Holdings Ltd. agreed not to
         have the right to convert any debenture or exercise any warrant if,
         after giving effect to the conversion or exercise, it would be deemed
         to beneficially own more than 9.9% of the then outstanding common
         stock. This provision was included to assure that no debenture holder
         or warrant holder could become our affiliate. Includes 171,674 shares
         of common stock issuable upon conversion of debentures, 32,051 shares
         of common stock issuable upon exercise of warrants, and 17,803 shares
         of common stock issued as liquidated damages for failure to have
         registration statement declared effective.

Securities Purchase Agreement

         The following is a summary description of the debenture purchase
agreement and does not contain all of the provisions of the agreement and other
supporting documents that are filed as exhibits to our registration statement of
which this prospectus is a part.

         Effective July 11, 2000, we entered into a financing agreement to issue
up to $1,500,000 of 10% convertible debentures. The first tranche of $600,000
principal amount of debentures was issued effective July 11, 2000. Proceeds of
that debenture were applied to the settlement of an approximately $1.5 million
debt owed to a creditor, resulting in an approximately $839,000 reduction of our
stockholders' deficit and an improvement in our cash flow. We agreed to issue a
second tranche of $75,000 principal amount of debentures on August 31, 2000.
Proceeds of this debenture were used to purchase raw materials.

         The debentures are convertible into our common stock at a price per
share equal to 75% of the average of the three lowest closing bid prices per
share of our common stock as reported by Bloomburg L.P. in the 20 trading days
immediately preceding the closing date of the debenture sale or the conversion
date, whichever is lower, but in any event not greater than $0.90 per share. For
the first two debentures totaling $675,000, the conversion price is the lower of
$0.29125 per share or 75% of the average of the three lowest closing bid prices
per share of our common stock as reported by Bloomburg L.P. in the 20 trading
days immediately preceding the conversion date. The exercise price of the
related warrants is the closing bid price as reported by Bloomburg L.P. on the
trading day immediately preceding the July 11, 2000 effective date of the
financing agreement, or $0.39 per share.

         The $675,000 debentures issued to date are convertible into 2,317,597
shares of our common stock at the initial conversion price of $0.29125 per
share. If our stock price declines below $0.29125 per share and the debentures
are converted, the conversion price formula will result in a lower conversion
price and we will be required to issue a greater number of shares. There is no
floor on the conversion price; and the lower our stock price, the greater the
dilution of the outstanding shares upon conversion of the debentures. In
addition, we issued warrants to or on behalf of the debenture purchasers for an
aggregate of 1,394,230 shares of our common stock exercisable for $0.39 per
share. The closing bid price of our common stock reported on the
Over-the-Counter Bulletin Board on April 19, 2001 was $0.21 per share.

         Registration Rights. In the registration rights agreement with the
debenture purchasers, we agreed to register the Selling Shareholders' resale of
the shares of common stock to be issued upon conversion of the debentures and
upon exercise of the related warrants. For the $675,000 debentures issued to
date, the registration rights agreement requires that we register 150% of the
conversion shares and 100% of the warrant shares, or a total of 4,870,626 shares
of our common stock. If we issue the remaining $825,000 principal amount of
debentures, we will be required by the registration rights agreement to register
an additional 4,777,773 shares of common stock (representing 150% of the shares
issuable upon conversion of the additional debentures assuming a conversion
price of $0.29125 per share plus 100% of the shares issuable upon exercise of
related warrants). In addition, we are liable for late filing liquidated damages
which during April 2001 was agreed to be $70,000 payable by issuing 240,343
shares of common stock, and have agreed to register 150,000 shares issued to
Thomson Kernaghan and Co. Limited for payment of consulting fees.

         If all outstanding debentures were converted to common stock at the
initial conversion price of $0.29125 per share and all of the outstanding
related warrants were exercised as of December 31, 2000, the debenture and
warrant holders would own, and would be able to sell pursuant to this
prospectus, 3,711,827 shares of common stock representing 16.8% of the then
outstanding shares of our common stock.

         We are also obligated to register the resale of 483,672 shares of our
common stock held by former holders of Series C Preferred Stock who converted
that preferred stock into common stock.


                              PLAN OF DISTRIBUTION

         The Selling Shareholders, and any of their pledges, assignees and
successors-in-interest, may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Shareholders may use any one or more of the
following methods when selling shares:
o        ordinary brokerage transactions and transactions in which the broker-
         dealer solicits the purchaser;
o                 block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;
o        purchases by a broker-dealer as principal and resale by the broker-
         dealer for its account;
o        an exchange distribution in accordance with the rules of the applicable
         exchange;
o        privately-negotiated transactions;
o broker-dealers may agree with the Selling Shareholders to sell a specified
number of shares at a stipulated price per share; o a combination of any of the
methods of sale; and o any other method permitted pursuant to applicable law.

         The Selling Shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         The Selling Shareholders may also engage in short sales against the
box, puts and calls and other transactions in our securities or derivatives of
our securities and may sell or deliver shares in connection with these trades.
The Selling Shareholders may pledge their shares of common stock to their
brokers under the margin provisions of customer agreements. If a Selling
Shareholder defaults on a margin loan, the broker may, from time to time, off
and sell the pledged shares.

         Broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Shareholders (or, if any broker-dealer
acts as agent for the purchase of shares, from the purchaser) in amounts to be
negotiated. The Selling Shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         We are required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
Selling Shareholders, but excluding brokerage commissions or underwriter
discounts. We and the Selling Shareholders have agreed to indemnify each other
against named losses, claims, damages and liabilities, including liabilities
under the Securities Act

         Thomson Kernaghan is, and any other Selling Shareholders participating
in the distributions of our common stock may be, deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933; and any
profit on the sale of our common stock by Thomson Kernaghan or other Selling
Shareholder, and any commissions or discounts given to any broker dealer, may be
deemed to be underwriting commissions or discounts pursuant to the Securities
Act of 1933.

         Pursuant to the Securities Exchange Act of 1934, any person engaged in
a distribution of the common stock offered by this prospectus may not
simultaneously engage in market making activities for our common stock during
the applicable "cooling off" periods prior to the commencement of the
distribution. In addition, the Selling Shareholders will be required to comply
with all the requirements of the Securities Exchange Act of 1934.

         We have advised Thomson Kernaghan for itself and as agent for the
Selling Shareholders that, during the time as they may be engaged in a
distribution of any of the shares we are registering by the Registration
Statement, they are required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934. In general, Regulation M precludes any Selling
Shareholder, any affiliated purchasers and any broker-dealer or other person who
participates in the distribution from bidding for or purchasing, or attempting
to induce any person to bid for or purchase, any security which is the subject
of the distribution until the entire distribution is complete. Regulation M
defines a "distribution" as an offering of securities that is distinguished from
ordinary trading activities by the magnitude of the offering and the presence of
special selling efforts and selling methods. Regulation M also defines a
"distribution participant" as an underwriter, prospective underwriter, broker,
dealer, or other person who has agreed to participate or who is participating in
a distribution.

         Regulation M prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security,
except as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of these transactions. We have advised the Selling
Shareholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. The Selling
Shareholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.


                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue 30,000,000 shares of common stock, $0.01 par
value, each share of common stock having equal rights and preferences, including
voting privileges. There were 18,585,564 shares of common stock outstanding at
the close of business on March 30, 2001. In addition, 1,394,230 shares of common
stock were reserved for issuance upon exercise of outstanding warrants to
purchase our common stock; and 3,476,396 shares were reserved for issuance upon
conversion of debentures.

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

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

Preferred Stock

         Our 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 rights and preferences,
including voting rights, as the Board of Directors shall determine.

         During 1986, Series A preferred stock, consisting of 4,500 shares, was
established by the Board of Directors. These shares are nonconvertible,
non-redeemable 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.

         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.

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

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

         Optional Conversion. A holder of Series C preferred shares had the
         right to convert the Series C shares, at the option of the holder, at
         any time within 18 months following issuance, into shares of common
         stock at the ratio of 1:1, subject to adjustment as provided below.
         During 1999, holders of 2,354,766 shares of Series C stock converted
         their shares into our common stock.

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

         Liquidation Preference. In the event of our liquidation or winding up,
         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 our
         outstanding Series A and Series B preferred stock.

         Registration Rights. Twenty percent (20%) of the underlying common
         stock issued on conversion of the Series C preferred shares is entitled
         to "piggyback" registration rights when, and if, we file a registration
         statement for our securities or the securities of any other
         stockholder. These shares are included in this prospectus.

         Redemption.  The Series C preferred shares are not redeemable by us.
         ----------

         Anti-dilution Provisions. The conversion price of the Series C shares
         was subject to adjustment to prevent dilution in the event we 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, during the year 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 adjusted to $0.54 per share based on the anti-dilution formula.

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

         During the year 2000, we 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 us 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.

Debentures

         We have issued $675,000 of 10% convertible debentures due June 30, 2002
and related warrants to purchase our common stock. The debentures are due June
30, 2002 and accrue interest at 10% to be paid annually on each anniversary date
of the issue. The debentures are convertible into shares of our common stock at
a conversion price equal to the lower of (i) $0.29125 per share or (ii) 75% of
the average three lowest closing bid prices for our common stock as quoted by
Bloomburg L.P. in the 20 trading days immediately preceding the conversion date
of the debentures. The related warrants are exercisable for five years for $0.39
per share.

         We have also issued 10% convertible debentures to John C. Lawrence, our
director and president, in the principal amount of $147,992 (due December 31,
2003) and $100,000 (due December 12, 2003) and to Al Dugan, a shareholder of the
company, in the principal amounts of $50,000 (due November 22, 2003) and $50,000
(due December 2003). These debentures accrue interest at 10% to be paid annually
on each anniversary date of the issue. The debentures are convertible into
shares of our common stock at a conversion price equal to the lower of (i) $0.31
per share or (ii) 75% of the average of the three lowest closing bid prices for
our common stock as quoted by Bloomburg LP in the 20 trading days immediately
preceding the conversion date. The exercise price for the related warrants
(aggregating 151,213 shares for Mr. Lawrence and 60,974 shares for Mr. Dugan) is
$0.41 per share. The holders of these debentures do not have registration rights
in connection with the common stock issuable upon conversion of the debentures
or exercise of the related warrants.

Penny Stock Rules

         At the present time our common stock is traded in the over-the-counter
market and that trading activity is reported on the OTC Electronic Bulletin
Board.

         The United States Securities and Exchange Commission "Securities
Enforcement and Penny Stock Reform Act of 1990" requires special disclosure
relating to the trading of any stock defined as a "penny stock." Commission
regulations generally define a penny stock to be an equity security that has a
market price of less than $5.00 per share and is not listed on The Nasdaq Small
Cap Stock Market or a major stock exchange. These regulations subject all
broker-dealer transactions involving our securities to special "Penny Stock
Rules." Following the completion of this offering the commencement of trading of
our common stock, and the foreseeable future thereafter, the market price of our
common stock is expected to be substantially less than $5 per share.
Accordingly, should anyone wish to sell any of our shares through a
broker-dealer, the sale will be subject to the Penny Stock Rules. These Rules
will affect the ability of broker-dealers to sell our shares (and will therefore
also affect the ability of purchasers in this offering to re-sell their shares
in the secondary market, if a market should ever develop.)

         The Penny Stock Rules impose special sales practice requirements on
broker-dealers who sell shares defined as a "penny stock" to persons other than
their established customers or "Accredited Investors." Among other things, the
Penny Stock Rules require that a broker-dealer make a special suitability
determination respecting the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. In addition, the Penny Stock
Rules require that a broker-dealer deliver, prior to any transaction, a
disclosure schedule prepared in accordance with the requirements of the
Commission relating to the penny stock market. Disclosure also has to be made
about commissions payable to both the broker-dealer and the registered
representative and the current quotations for the securities. Finally, monthly
statements have to be sent to any holder of penny stocks disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the rule may affect the ability of
broker-dealers to sell our shares and may affect the ability of holders to sell
our shares in the secondary market. Accordingly, for so long as the Penny Stock
Rules are applicable to our common stock, it may be difficult to trade our stock
because compliance with the Penny Stock Rules can delay or preclude some trading
transactions. This could have an adverse effect on the liquidity and price of
our common stock.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The following table sets forth the range of high and low bid prices as
reported by the National Association of Securities Dealer's 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."

                                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

                                1998                       High             Low
                                                           ----             ---
                                First Quarter             $0.20            $0.16
                                Second Quarter             0.28             0.16
                                Third Quarter              0.37             0.16
                                Fourth Quarter             0.28             0.13


         The approximate number of record holders of our common stock at March
31, 2001 is 3,000.

         No dividends have been paid or declared by us during the last five
years; and we do not anticipate paying dividends on our common stock in the
foreseeable future. Instead, we expect to retain our earnings for the operation
and expansion of our business.


                             DESCRIPTION OF BUSINESS

Overview

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

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

Antimony Division

         Our 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. We hold 12 patented lode claims, some of which
are contiguous, and 2 patented mill sites.

         Prior to 1984, we 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. Our underground antimony mining operations may be reopened in the
future should raw material prices warrant doing so. We now purchase the majority
of our 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 our 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 us to
increase the prices of our antimony products and to increase our gross profits.
In addition, we are covering our customer supply contract requirements by
obtaining antimony metal from other foreign and domestic sources.

         We are dependent on foreign sources for raw materials; and there are
risks of interruption in procurement from these sources and/or volatile changes
in world market prices for these materials that are not controllable by us. We
obtain 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. During mid 2000, our principal
supplier of Chinese antimony metal was unwilling to supply antimony metal at
contract prices which are lower than rapidly rising world prices; and the
supplier indicated it might be unable to meet contractual volume commitments to
supply antimony at any price. We have agreed to pay higher prices to assure a
continued supply of metal which, absent agreement of our principal customers to
accept corresponding price increases for our antimony products, could adversely
affect sales and gross margins.

         We currently own 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, we invested capital and surplus equipment from our 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 our
processing facilities as processing opportunities become available and as
antimony prices dictate. These products would then be sent to our plant near
Thompson Falls, Montana for further processing.

         From refined antimony metal, we produce 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. We also sell antimony metal for use in bearings, storage batteries
and ordnance.

         We estimate (but have not independently confirmed) that our present
share of the domestic market for antimony oxide products is approximately 10% to
12%. We have had three principal domestic competitors. The other two domestic
competitors have collectively accounted for about 25% of domestic sales. The
balance of domestic sales are foreign imports (primarily from Chinese and
Belgian suppliers).

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

         For the year ended December 31, 2000, we sold 5,039,327 pounds of
antimony products generating approximately $5 million in revenues. During 1999,
we sold 5,517,443 pounds of antimony products generating approximately $4.7
million in revenues. During 1998, through our relationships with HoltraChem,
Inc. and BCS, we sold 2,834,186 pounds of antimony products, which generated
approximately $3.1 million in revenues. During 1998, 1999 and 2000,
approximately 20% of our antimony sales were made to one customer. However, we
have a stable and expanding customer base. Loss of any one customer could have
short-term impact on our revenues but would not materially adversely affect our
long-term prospects.

Gold Division

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

         Yellow Jacket Mining District. In 1990, we entered into a mining
venture agreement to mine and mill gold and silver ores at the Yellow Jacket
Mine located in the Yellow Jacket Mining District of Lemhi County, Idaho,
approximately 70 miles southwest of Salmon, Idaho. During the years from 1991 to
1996 we mined, milled and sold gold bullion produced from the mine. In 1996,
production at the Yellow Jacket was suspended due to recurring operating losses
and declines in precious metal prices. The Yellow Jacket property was put on a
care and maintenance status. In 1999, we abandoned our 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.

Zeolite Division

         We own 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 zeolites
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 zeolites mined on adjacent BLM ground on which BRZ
has located additional 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 us; and we will advance
development and start-up costs. Production and sale of zeolites is not expected
to contribute materially to our operating revenues in the near future.

         "Zeolite" refers to a group of minerals that consist of hydrated
aluminosilicates that loosely hold cations such as calcium, sodium, ammonium and
potassium. Water is held in cavities in the lattice. The ability of zeolites to
exchange one cation for another is known as their "cation-exchange capacity."
Zeolites are used for separating cations and are often referred to as "molecular
sieves." BRZ's zeolite deposits have characteristics which make the mineral
useful for a variety of purposes including: o Soil Amendment and Fertilizer. We
plan to produce a fertilizer called "Zeo-Phos," which will combine ammoniumated
zeolite
         with phosphate mill shale available from the nearby Fort Hall Indian
         Reservation. (Ammonium contains nitrogen, a plant nutrient.) Zeolites
         have been successfully used to fertilize golf courses, sports fields,
         parks and common areas, and high value crops, including corn, potatoes,
         soybeans, red beets, acorn squash, green beans, sorghum sudangrass,
         Brussels sprouts, cabbage, carrots, tomatoes, cauliflower, radishes,
         strawberries, wheat, lettuce and broccoli.
o        Water Filtration. Zeolite is used for particulate removal in swimming
         pools and municipal water systems, and for the removal of ammonium in
         fisheries, fish farms, and aquariums.
o        Sewage  Treatment.  Zeolite is used in sewage treatment plants to
         remove nitrogen from waste streams and to deodorize  methane gas.
o        Nuclear Waste and Other Environmental Cleanup. Zeolites have shown a
         strong ability to selectively remove strontium, cesium and various
         other radioactive isotopes from solution. Zeolites can also be used for
         the cleanup of soluble metals such as mercury, chromium, lead, zinc,
         arsenic, molybdenum, nickel, cobalt, antimony, calcium, silver and
         uranium.
o        Odor Control. A major cause of odor around cattle, hog, and poultry
         feed lots is the generation of the ammonium in urea and fecal material.
         The ability of zeolites to absorb ammonium prevents the formation of
         ammonia gas which generates the odor.
o        Gas Separation. Zeolites have been used for some time in the separation
         of some gases, as re-oxygenation of downstream water from sewage
         plants, smelters, pulp and paper plants, and fish ponds and tanks, and
         removal of carbon dioxide, sulfur dioxide, and hydrogen sulfide from
         methane generators as organic waste, sanitary landfills, municipal
         sewage systems and animal waste treatment facilities.
o        Miscellaneous Uses. Other uses include catalysts and petroleum
         refining, building applications, solar energy and heat exchange,
         carriers for insecticides, pesticides and herbicides, and desiccants.

         Environmental Matters. The exploration, development and production
programs conducted in the United States are subject to local, state and federal
regulations regarding environmental protection. Some of our production and
mining activities are conducted on public lands. We believe that our current
discharge of waste materials from our processing facilities is in material
compliance with environmental regulations and health and safety standards. The
USDA Forest Service extensively regulates mining operations conducted in
National Forests. Department of Interior regulations cover mining operations
carried out on most other public lands. All operations by us 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. We may be required
to prepare and present to the 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 our reclamation and remediation plans which may
be required due to changes in state or federal regulations could have an adverse
effect on our operations, although management believes the likelihood of
significant changes in pertinent environmental regulations is remote.

         In 1994, the U.S. Forest Service, under the provisions of the
Comprehensive Environmental Response Liability Act of 1980, designated our
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, we 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. We have been
reclaiming the property; and, as of December 31, 2000, the cyanide solution
discharge was complete, the mill removed, and most of the cyanide leach residue
disposed of. Only earth moving, monitoring activities and containment of the
remaining leach residue remain to complete the activities prescribed by the
consent decree. Upon completion of reclamation activities at the Preachers Cove
mill site pursuant to the consent decree, the site will be closed and the U.S.
Forest Service will terminate the consent decree.

         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
comment the Phase II reclamation work we anticipate substantial completion of
reclamation in a six to twelve month period.

         We have environmental remediation obligations at our antimony
processing site near Thompson Falls, Montana ("the Stibnite Hill Mine Site").
Under the regulatory jurisdiction of the U.S. Forest Service and subject to the
operating permit requirements of the Montana Department of Environmental
Quality, we have performed substantial environmental reclamation activities
during 1999 and 2000. These activities included installation of a PVC liner and
a geotextile layer on two of the tailings ponds and the removal of approximately
25,000 yards of tailings material from a third pond. We plan to line a storm
water pond and construct a water treatment facility, thus fulfilling the
majority of our environmental responsibilities at the Stibnite Hill Mine site.

         During the second quarter of 1999, we began final reclamation and
closure at the Yellow Jacket property. During the third and fourth quarters of
1999 we 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 we believe this project will be substantially completed by
the end of 2001. In 2000, the U.S. Forest Service began releasing environmental
bonding funds to us that had been deposited for remediation of the Yellow Jacket
Mine.

         Reclamation activities at the Yellow Jacket Mine and the Stibnite Hill
Mine Site have proceeded informally under supervision of the U.S. Forest Service
and state departments of environmental quality. We have complied with
regulators' requirements and do not expect the imposition of substantial
additional requirements.

         We have posted cash performance bonds with a bank and the U.S. Forest
Service in connection with our reclamation activities. Upon completion of
reclamation activities, the bonds will be terminated and the applicable
regulatory authorities may release up to $123,250.

         We believe we have accrued adequate reserves to fulfill our
environmental remediation responsibilities as of December 31, 2000. We have made
significant reclamation and remediation progress on all our properties over the
past three years and have complied with regulatory agencies in our environmental
remediation efforts. The change in amounts accrued for environmental remediation
activities in 1998, 1999 and as of December 31, 2000 is as follows:
<TABLE>
================================== =================== =================== ================== ====================
<S>                                <C>                 <C>                 <C>                <C>
                                      Yankee Fork        Thompson Falls      Yellow Jacket
                                       Mill Site         Antimony Plant          Mine               Totals
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Balance December 31, 1997               $171,500           $ 270,000            $115,044           $ 556,544
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Less: Reclamation work                   (55,472)                                                    (55,472)
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Adjustment of Accrued
Remediation Costs                                              2,200                                   2,200
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Balance December 31, 1998               $116,028           $ 272,200            $115,044            $503,272
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Less: Reclamation work                                      (169,736)           (73,893)            (243,629)
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Adjustment of Accrued
Remediation Costs                        (70,000)             51,150              73,893               55,043
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Balance December 31, 1999               $ 46,028           $ 153,614            $115,044           $ 314,686
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Less: Reclamation work                         0             (60,913)           (86,960)            (147,873)
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Adjustment of Accrued                          0               25,615             86,960              112,575
Remediation Costs
- ---------------------------------- ------------------- ------------------- ------------------ --------------------
Balance December 31, 2000               $ 46,028           $ 118,316            $115,044           $ 279,388
================================== =================== =================== ================== ====================
</TABLE>
         Marketing. During the first quarter of 1999, and in prior years dating
back to 1991, we marketed our antimony products with HoltraChem, Inc. and later
our successor, BCS, in a 50/50 profit sharing arrangement. In March 1999, we
notified BCS that we were terminating the agreements that HoltraChem had
assigned BCS, and that we were going to market and distribute antimony products
independently. As a result we took steps to market our products to existing and
prospective customers, and have been able to do so successfully. We employ full
time marketing personnel and have negotiated various commission based sales
agreements with other chemical distribution companies.

         Antimony Price Fluctuations. The operating results of us 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 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 us.

   Year      Average Price
   ----      -------------
   2000          $0.67
   1999           0.58
   1998           0.63
   1997           0.93
   1996           1.60
   1995           2.28

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

   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
   1995       3.12      0.89           2.56

         Antimony metal prices are determined by a number of variables over
which we have 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, our revenues and profitability may
be adversely affected.

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

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

         Other. We hold no material patents, licenses, franchises or
concessions, but we consider our antimony processing plant proprietary in
nature. We use the trade name "Montana Brand Antimony Oxide" for the marketing
of our antimony products.

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

         Employees.  As of  March  31,  2001,  we  employed  25  full-time
employees.  The  number  of  full-time  employees  may vary seasonally.  None
of our employees is covered by any collective bargaining agreement.


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

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

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

         Some of the 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 our judgment as of the date of this
filing. We disclaim, however, any intent or obligation to update these
forward-looking statements.

Results of Operations

         We reported a net loss of $67,699 during 2000 compared to net 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 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 debts to common stock. Without the effect of the
extraordinary gain, we would have experienced a net loss from our operating
activities of $307,677 during 1999.

         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 our sharing of 50% of antimony product sales with an affiliated sales
company during the first quarter of 1999 compared to selling all of our 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, we anticipate the
return to a higher level of gross profit.

         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 our increased
reclamation activities during 2000 compared to 1999.

         During 2000 and 1999 we recorded $25,615 and $51,150, respectively, of
reclamation costs on our antimony properties that were not charged against our
accrued reclamation liability based on our revised estimates of reclamation
costs required to fulfill our antimony reclamation obligations.

         During 1999, we made adjustments to accrued reclamation costs of
$70,000 to reflect management's estimate of costs remaining to reclaim our
Preacher's Cove property. During 2000, no adjustments were made to reclamation
liabilities at the Preacher's Cove property.

         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 our 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.

         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 our sales
staff during 2000.

         Interest expense of $157,145 in 2000 decreased compared to interest
expense of $185,985 in 1999 primarily due to the conversion of 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 us
during 2000 as the Yellow Jacket property reclamation progressed.

         In 2000, we 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 our
restricted common stock. In connection with the settlement, we recorded an
extraordinary gain of $917,726. In 1999, we converted $682,397 of defaulted
debenture principal and interest and $144,339 of principal and interest related
to mining lease royalties (Judgments payable) into our common stock. In
connection with these conversions we recorded an extraordinary gain of $611,692.

Financial Condition and Liquidity

         At December 31, 2000, our 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, we are 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, we may not be able to meet our obligations, fund
operations and continue in existence. There can be no assurance that management
will be successful in our plans to improve the financial condition of us.

         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.

         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.

         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.

    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 some of our shareholders.

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

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

         In an effort to improve our financial condition, our 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"). We 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 our common stock.

         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 our
convertible debentures to the investment banker and our 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 our common
stock as reported by Bloomburg L.P. in the 20 trading days immediately preceding
the closing date of the debenture sale or the conversion date, whichever is
lower, but in any event not greater than $0.90 per share. The 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, we 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,
we issued warrants to purchase 1,394,230 shares of common stock at $0.39 per
share.

         The financing agreement required that we execute a registration rights
agreement, binding us 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 our authorized but outstanding
shares of common stock to accommodate the exercise of the warrants and
conversion of the debentures. During 2000, we 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 we executed provides for 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. In April 2001, the
debenture holders agreed to quantify the liquidated damages at $70,000 payable
in the form of 240,343 shares of our common stock.

         During 2000, we issued $247,922 of 10% convertible debentures (due
December 2003) to John C. Lawrence, our president and a director. The debentures
were issued in exchange for various cash advances we had received for working
capital purposes from Mr. Lawrence during the year. Also in December 2000, we
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 shareholder of the company 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 our 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 our 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 we 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.

         In 2000, we sold 782,511 shares of our 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 our operations.

         We anticipate funding our operations through additional sales of common
stock and debt financing in 2001. We believe that it will have additional
financial resources from increasing gross profits from our antimony business and
sales of zeolite from our newly formed Bear River Zeolite Company subsidiary.


                             DESCRIPTION OF PROPERTY

Antimony Division

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

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

Gold Division

     Yankee Fork Mining District.

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

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

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

Zeolite Division

         We own 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 us; and we will advance development and start-up costs.
Production and sale of zeolite is not expected to contribute materially to our
operating revenues in the near future.


                        DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
        <S>                         <C>           <C>                                  <C>
                                                   Affiliation
         Name                       Age              with us                            Expiration of Term

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

         Robert A. Rice             76             Director                             Annual meeting

         Leo Jackson                59             Director                             Annual meeting

         Gary D. Babbitt            54             Director                             Annual Meeting
</TABLE>

Business Experience of Directors and Executive Officers

         John C.  Lawrence.  Mr.  Lawrence has been the President and a Director
since our  inception.  Mr.  Lawrence was the President and a Director of AGAU
Mines,  Inc.,  our corporate  predecessor,  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
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 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 our 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.

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

         Board Meetings and Committees. Our 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 and each committee of the Board of which he was a
member. Our Board of Directors does not have a Compensation Committee, an Audit
Committee, or a Nominating Committee.

         Board Member Compensation. We pay directors' fees in the form of 6,000
shares of our common stock per year per director. Directors are also reimbursed
reasonable out-of-pocket expenses in connection with attending meetings.

         Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a)
of the Securities Exchange Act of 1934 requires that our directors and executive
officers and the holders of 10% or more of our common stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and stockholders holding more than 10% of our common stock
are required by the regulation to furnish us with copies of all Section 16(a)
forms they have filed.

         Based solely on our review of copies of Forms 3, 4, and 5 furnished to
us, Mr. Lawrence timely filed Form 4 reports during 2000 and timely filed a Form
5 annual report with covering the 2000 fiscal year. Mr. Babbitt is late filing a
Form 5 report for the 2000 fiscal year. We do not know if Mr. Rice and Mr.
Jackson timely filed, during 2000, Form 4 reports reporting receipt of annual
stock compensation or Form 5 annual reports for the 2000 fiscal year. We do not
know 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.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information regarding beneficial
ownership of our common stock as of March 30, 2001 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Unless otherwise stated, each person's address is c/o United States
Antimony Corporation, P.O. Box 643, 1250 Prospect Creek Road, Thompson Falls,
Montana 59873.
<TABLE>
<S>                        <C>                                <C>                                        <C>
                           Name and Address of                Amount and Nature of                       Percent of
Title of Class             Beneficial Owner(1)                Beneficial Ownership                       Class

Common stock               The Maguire Family and                      1,501,898(2)                          8.04 (1)
                           related entities as a group
                           c/o Walter L. Maguire, Sr.
                           P.O. Box 129
                           Keller, VA 23401
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock               The Dugan Family                   2,623,072(4)                                13.58 (1)
                           c/o A. W. Dugan
                           1415 Louisiana Street, Suite 3100
                           Houston, TX 77002
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock               Thomson Kernaghan and Co Limited(6)  1,036,114(5)                                5.35(1)
                           365 Bay Street
                           Toronto, Ontario M5H 2V2
                           CANADA
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Series A         A. Gordon Clark, Jr.                        4,500(7)                            100.0
stock                      2 Musket Trail
                           Simsbury, CT 06070
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Series C         Walter L. Maguire, Sr.                      49,091(7)                            27.6
stock                      P.O. Box 129
                           Keller, VA 23401
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Series C         Richard A. Woods                   48,305(7)                                     27.2
stock                      59 Penn Circle West
                           Penn Plaza Apts.
                           Pittsburgh, PA 15206
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Series C         Dr. Warren A. Evans                         48,305(7)                            27.2
stock                      69 Ponfret Landing Road
                           Brooklyn, CT 06234
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Series C         Edward Robinson                             32,203(7)                            18.1
stock                      1007 Spruce Street 1st Floor
                           Philadelphia, PA 19107
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock               John C. Lawrence                            3,537,827(3)                         17.9
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock               Robert A. Rice                                 217,762                            1.17
- -----------------------------------------------------------------------------------------------------------------------------------
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
                           (4 persons)                                 3,822,256                           19.07
                                                                       ---------                           -----
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Beneficial Ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. Shares of common stock
         subject to options or warrants currently exercisable or convertible, or
         exercisable or convertible within 60 days of March 30, 2001 are deemed
         outstanding for computing the percentage of the person holding options
         or warrants but are not deemed outstanding for computing the percentage
         of any other person. Percentages are based on a total of 18,585,564
         shares of common stock, 4,500 shares of Series A Preferred Stock and
         177,904 shares of Series C Preferred Stock outstanding on March 30,
         2001, and the shares issuable upon the exercise of options and warrants
         exercisable on or within 60 days of March 30, 2001, as described below.

(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. 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.

(5)      Includes 686,696 shares issuable upon the conversion of the principal
         balance of convertible debentures into common stock at $0.29125 per
         share, 71,213 shares agreed to be issued as late registration damages
         and 128,205 warrants each to purchase one share of common stock at $.39
         per share beneficially owned by CALP II LP and Striker Capital, Ltd.
         Also includes 150,000 shares owned beneficially, and of record, by
         Thomson Kernaghan and Co.Limited. CALP II LP, Striker Capital, Ltd.and
         Thomson Kernaghan and Co. Limited are under the common control of Mark
         Valentine,Chief Executive Officer of Thomson Kernaghan and Co.,Limited,
         who has authority to vote and dispose of the shares beneficially owned
         by each of them. Does not include 384,543 shares issuable upon exercise
         of warrants at $.39 per share and 192,272 shares issuable upon exercise
         of warrants at $.39 per share owned by Ian McKinnon and Michelle
         McKinnon respectively. Ian McKinnon is the father of Michelle McKinnon
         both of whom are employees of Thomson Kernaghan and Co.Limited and have
         represented that they are not controlled by, controlling, or under
         common control of Thomson Kernaghan and Co. Limited.

(6)      By Agreement effective July 11, 2000, Thomson Kernaghan and Co.,Limited
         purchased, as agent for other investors, $675,000 principal amount of
         convertible debentures, an agent's warrant to purchase 961,538 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.
         Thomson Kernaghan and Co., Limited is the beneficial owner of 150,000
         shares of Company's common stock and disclaims beneficial ownership of
         the debentures, warrants and shares issuable upon conversion or
         exercise. Further, Thomson Kernaghan has advised the Company that,
         except as indicated in note (5), it is not a member of a group, as
         defined in ss. 13(d) of the Securities and Exchange Act of 1934, which
         owns 5% or more of Company's common stock.

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


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Described below are transactions during the last two years to which we
are a party and in which any of our directors or executive officer or any
beneficial owner of five percent (5%) or more of any class of our voting
securities or relatives of our directors, executive officers or five percent
(5%) beneficial owners has a direct or indirect material interest. See also
transactions described in notes 4, 7, 9, 12, 14 and 17 to our Financial
Statements as of December 31, 2000. o Leo Jackson, a director, is a principal
owner and president of Production Minerals, Inc., a company which indirectly
owns
         25% of the stock of USAMSA.  We own 50% of the stock of USAMSA.
o        We reimburse John C. Lawrence, a director and Chief Executive Officer,
         for operational and maintenance expenses incurred in connection with
         our use of equipment owned by Mr. Lawrence, including welding trucks,
         backhoes, and an aircraft. Amounts for 2000 totaled $29,709. See note 9
         to our 2000 Financial Statements. The corresponding amounts for 1999
         were 30,616.
o        Effective  December 12, 2000, we issued our 10%  convertible  debenture
         in the  principal  amount of $100,000 due December 12, 2003 to John C.
         Lawrence,  a  director,  president  and  shareholder.  During the
         fourth  quarter of 2000,  we issued our 10% convertible  debenture in
         the principal  amount of $50,000 due December 2003 to Al Dugan,  a
         shareholder of the company and an accredited  investor.  On December 5,
         2000 we issued our 10% convertible  debenture due December 31, 2003 to
         John C. Lawrence, a director,  president and  shareholder of the
         company,  in the principal  amount of $147,992.  The conversion  price
         of these debentures  is based on market  prices at the time of
         conversion,  but not  greater  than $0.31 per  shares.  We also  issued
         related  warrants to Mr.  Lawrence  and Mr.  Dugan for 151,213  shares
         and 60,974  shares,  respectively,  of our common stock exercisable for
         five years at $0.41 per share.
o        On August 28, 2000, we authorized the issuance of 21,611 shares of
         common stock to John C. Lawrence, a director and Chief Executive
         Officer, and 934 shares of common stock to Robert A. Rice, a director.
         Mr. Lawrence and Mr. Rice were entitled to receive these shares upon
         conversion of Series C Preferred Stock in 1999. These shares were not
         issued at the time of conversion because our calculation of the number
         of conversion shares inadvertently failed to account for the impact of
         the anti-dilution provisions of the Series C preferred stock, which
         were triggered by our issuance of common stock for less than the Series
         C conversion price. These shares are being issued retroactively to the
         date of conversion of the Series C Preferred Stock, August 5, 1999. The
         adjusted conversion price was $0.5419 per share.
o        On August 25, 2000, we sold 257,511 shares of our common stock to Al
         Dugan, a stockholder and accredited investor, for $0.29125 per share or
         $75,000 and issued to Mr. Dugan warrants exercisable at $0.39 per share
         to purchase 48,077 shares of common stock. The warrants expire August
         25, 2002.
o        On July 12, 2000, we sold 100,000 shares of our common stock to Nortex
         Corporation, a company controlled by Al Dugan, a stockholder and
         accredited investor, for cash totaling $25,000, or $0.25 per share.
o        On July 11, 2000, we issued our 10% Convertible debentures due June 30,
         2002 to Thomson Kernaghan and Company, Ltd. in the principal amount of
         600,000, together with a Purchaser's Warrant for 384,615 shares and an
         Agent's Warrant for 961,538 shares of our common stock exercisable for
         five years at $0.39 per share. We subsequently agreed to issue an
         additional $75,000 principal amount of these 10% convertible
         debentures, together with an additional Purchaser's Warrant for 48,077
         shares of our common stock. The debenture conversion price is based on
         market prices at the time of conversion but not greater than $0.29125
         per share.
o        John C. Lawrence, a director and Chief Executive Officer, advanced us
         $141,243, in the aggregate, for working capital in April and July 2000.
         In December 2000, the principal and accrued interest on this obligation
         were exchanged for a 10% convertible debenture in the principal amount
         of $147,992.
o        On March 17, 2000, we issued to Thomson Kernaghan and Company, Ltd.,
         which subsequently has become the beneficial owner of more than five
         percent of our common stock, 150,000 shares of common stock pursuant to
         our 2000 Stock Plan, in consideration of financial consulting services
         including the preparation and analysis of our financial condition and
         financing options.
o        On March 16, 2000, we issued 100,000 shares of our common stock to Al
         Dugan, a stockholder and accredited investor, for cash totaling
         $25,000, upon exercise of previously granted warrants to purchase
         common stock for $0.25 per share.
o        On February 2, 2000, we sold 125,000 shares of our common stock to
         Delaware Royalty Company, Inc., a company controlled by Al Dugan, a
         stockholder and accredited investor, for cash totaling $50,000 or $0.40
         per share.
o        On January 3, 2000, we agreed to issue to Al Dugan, a principal
         shareholder, warrants to purchase 300,000 shares of our common stock in
         consideration of financial consulting services rendered by Mr. Dugan
         and valued at $10,000. The warrants are exercisable at $0.25 per share
         and expire January 25, 2003.


                             EXECUTIVE COMPENSATION
Summary Compensation Table

         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 us to our principal executive officer.
<TABLE>
- -------------------------- ------ ----------------------------------- ---------------------------------------------
<S>                        <C>    <C>                                 <C>

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

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

- -------------------------                                             Restricted Securities
                                                      Other Annual    Options/   Underlying All        All Other
Name and Principal         Year   Salary      Bonus   Compensation(1) Awards(3)  LTIP SARs  Other      Compensation
Position                                                                                    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
- -------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
</TABLE>
(1)      Represents earned but unused vacation.
(2)      Increased to $96,000 beginning August 1, 2000.
(3)      These figures represent the fair values, as of the date of issuance, of
         the annual Director's fee payable to Mr. Lawrence in the form of shares
         of our restricted common stock.


                                LEGAL PROCEEDINGS

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


                                  LEGAL MATTERS

         The validity of the issuance of our securities offered by this
prospectus will be passed upon for us by Sonfield and Sonfield, Houston, Texas.


                                     EXPERTS

         The consolidated balance sheets of United States Antimony Corporation.
as of December 31, 1999 and December 31, 2000 and the related consolidated
statements of operations for the years then ended included in this prospectus s
have been audited by Decoria, Maichel and Teague P.S., independent auditors, as
stated in their report, which is included in this prospectus in reliance upon
the report of the firm given upon their authority as experts in accounting and
auditing.




              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                          FOR SECURITIES ACT VIOLATIONS

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


                       WHERE YOU CAN FIND MORE INFORMATION

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

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

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

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





                         INDEX TO FINANCIAL STATEMENTS




Independent Auditor's Report...................................................2

Consolidated Balance Sheets....................................................3

Consolidated Statements of Operations..........................................4

Consolidated Statements of Changes in Stockholders' Deficit....................5

Consolidated Statements of Cash Flows..........................................6

Notes to Consolidated Financial Statements.....................................8







                          INDEPENDENT AUDITOR'S REPORT




The Board of Directors and Stockholders of
United States Antimony Corporation

We have audited the accompanying consolidated balance sheets of United States
Antimony Corporation and 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.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of United States
Antimony Corporation and 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.

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

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

Spokane, Washington
March 22, 2001





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

<TABLE>
                                                                                            2000               1999
                           ASSETS
<S>                                                                                 <C>             <C>
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
                                                                                    ===============  ==================
</TABLE>






United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2000 and 1999
<TABLE>
                                                                                               2000              1999
<S>                                                                                <C>              <C>
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
                                                                                    ===============  ==================
</TABLE>





United States Antimony Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Deficit
for the years ended December 31, 2000 and 1999
<TABLE>
                                   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
                            -------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>     <C>       <C>      <C>       <C>     <C>      <C>         <C>        <C>
Balances, December 31, 1998 4,500 $ 45  750,000  $ 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                     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 $45 750,000 $7,500 177,904 $ 1,779 18,375,564 $183,755 $ 14,818,285    $(16,719,449)  $(1,708,085)
                           ======    =======     =======    =========     =========     ==========    ==========   ========    ====

</TABLE>








United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows
for the years ended December 31, 2000 and 1999
<TABLE>
                                                                                               2000                 1999
<S>                                                                                 <C>              <C>
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
                                                                                    ===============  ==================


</TABLE>






United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows, Continued:
for the years ended December 31, 2000 and 1999
<TABLE>


<S>                                                                                 <C>              <C>
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





</TABLE>







United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1.       Background of Company and Basis of Presentation:

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

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

       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.

       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.

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

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.

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.

2.     Concentration of Risk:

       The Company purchases the majority of its raw antimony used in the
       production of finished antimony products from Chinese producers through
       metal brokers. If the supply of antimony from China is reduced, it is
       possible that the Company's antimony product operations could be
       adversely affected. During the years ended December 31, 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.

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

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

3.     Summary of Significant Accounting Policies:

       Principles of Consolidation

       The Company's consolidated financial statements also include the accounts
       of 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.

       Restricted Cash

       Restricted cash consists of cash held for investment in USAMSA, payment
       of delinquent payroll taxes and reclamation performance bonds.

       Inventories

       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.

       Deferred Financing  Charges

       Deferred financing charges related to convertible debenture sales are
       amortized on a straight-line basis over the term of the debentures.

       Properties, Plants and Equipment

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

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

       Management's estimates of metal prices, operating capital requirements
       and reclamation costs are subject to risks and uncertainties of 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.

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

       Reclamation and Remediation

       All of the Company's 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.

       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.

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

       Income Taxes

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

       Revenue Recognition

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

       Income (Loss) Per Common Share

       The Company accounts for its income (loss) per common share according to
       the Statement of Financial Accounting Standards No. 128 "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.

       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

       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.

       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.

       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.

       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.

4.     Sales of Accounts Receivable:

       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).

       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. 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."

5.     Inventories:

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

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

       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.

6.     Properties, Plants and Equipment:

       The major components of the Company's properties, plants and equipment at
       December 31, 2000 and 1999 were as follows:
<TABLE>
                                                                           2000                       1999

<S>                                                               <C>                        <C>
       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
                                                                  ==================         =================
</TABLE>
       (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.

7.     Investment in USAMSA:

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

       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:
<TABLE>
                                                                 December 31, 2000
                                       ASSETS
<S>                                                               <C>
            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
                                                                  ==================

            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)
                                                                  ===================
</TABLE>
8.     Judgment Payable:

       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.

       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.

9.     Due to Related Parties:

       Amounts due to (from) related parties at December 31, 2000 and 1999 were
as follows (see also Note 17):
<TABLE>
                                                                          2000                       1999
<S>                                                               <C>                        <C>
       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
                                                                  ==================         =================
</TABLE>

       Transactions affecting the payable to Mr. Lawrence during 2000 and 1999
were as follows:
<TABLE>
                                                                          2000                       1999
<S>                                                               <C>                        <C>
       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
                                                                  ==================         =================
</TABLE>
10.    Notes Payable to Bank:

       Notes payable to First State Bank of Thompson Falls, Montana ("First
State Bank") at December 31, 2000 were as follows:
<TABLE>
<S>                                                                                         <C>
       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
                                                                                             =================

</TABLE>
At December 31, 2000, principal payments on the notes payable to bank are due as
follows:
<TABLE>
                                           Year Ending
                                          December 31,

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

</TABLE>
11.    Note Payable to Bobby C. Hamilton:

       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.

12.    Debentures Payable

       Thomson Kernaghan and Co., Ltd.

       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.


       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).

       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.

       The debentures are payable in full at their maturity date on June 30,
       2002, with interest payable at 10% per annum and due annually.

       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 bona fide employee benefit plans;
       provided, however, 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.

       Related Parties

       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.

       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).


       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.



       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.

       At December 31, 2000, debentures payable are as follows:
<TABLE>
                                         Amount                     Maturing
<S>                                 <C>                          <C>

                                    $     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

</TABLE>
13.    2000 Stock Plan


       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).

14.    Stockholders' Deficit:

       Increase in Authorized Capital

       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.

       Stock Warrants

       The Company's Board of Directors has the authority to issue incentive
       stock warrants for the purchase of common stock to directors and
       employees of the Company. The Company has also issued warrants in
       exchange for services rendered the Company, personal guarantees of
       financial obligations and the issuance of debentures.

       Transactions in stock warrants are as follows:
<TABLE>

                                                                    Number of              Exercise        Expiration
                                                                    Warrants                Prices            Date
<S>                                                            <C>                     <C>                <C>
            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
                                                                 ============
</TABLE>
(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.

       Issuance of Common Stock to Employees


       During 1999, the Company issued 20,000 shares of its unregistered common
       stock to employees in recognition of their service to the Company. In
       connection with the issue the Company recognized compensation expense of
       $2,600 based upon the fair value of the unregistered shares issued.

       Issuance of Common Stock in Connection with Conversion of Debts

       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.

       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.

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

       Issuance of Common Stock for Cash

       During 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.

       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.

       Issuance of Common Stock in Exchange for Services

       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.

       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.

       Issuance of Common Stock Pursuant to Antidilution Provisions

       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.

       Preferred Stock

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

       During 1986, Series A preferred stock, 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.

       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.

       Preferred Stock, Continued:

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

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

         Optional Conversion. A holder of Series C preferred shares had the
         right to convert the Series C shares, at the option of the holder, at
         any time within 18 months following issuance, into shares of common
         stock at the ratio of 1:1, subject to adjustment as provided below.
         During 1999, holders of 2,354,766 shares of Series C stock converted
         their shares into common stock of the Company.

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

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

         Registration Rights. 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.

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

         Antidilution Provisions. 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.

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

       During 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.

15.    Income Taxes:

      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.

      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.

16.    Loss Per Common Share:

       The following table presents a reconciliation of the numerators and
       denominators of the basic and diluted earnings per share ("EPS")
       computations for the year ended December 31, 1999:
<TABLE>
                                                                                                           Per Share
                                                                      Loss                      Shares      Amounts
<S>                                                           <C>                         <C>              <C>
            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)
                                                               ==============-                ==========    ======
</TABLE>
(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.

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:

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).

18.    Commitments and Contingencies:

       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.

       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.

       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 inexchange
       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.


       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.

19.    Fair Value of Financial Instruments:

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

       The carrying amounts for cash, restricted cash, accounts receivable,
       accounts payable and accrued expenses are a reasonable estimate of their
       fair values. The fair value of amounts due to related parties 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.

       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.









                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article X of our Bylaws ("Bylaws") essentially adopts and incorporates
the mandatory and permissive indemnification provisions of the Montana Business
Corporation Act, specifically Montana Code Annotated Sections 35-1-451 through
458. The following discussion of the Bylaws and Sections 35-1-451 through
35-1-458 is only a summary of the Bylaws and the Montana statutes.

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

         Our authorization to advance an officer's or director's litigation
expenses is conditioned on the officer or director furnishing an undertaking to
repay the advance in the event we determine that the acts of the officer or
director were unauthorized or improper. We are permitted to procure liability
insurance on behalf of an officer, director or employee.


ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         We will pay all expenses in connection with the registration of the
Shares of our common stock which may be resold by the Selling Shareholders
(including fees and disbursements of one legal counsel for the Selling
Shareholders). We will not pay any selling commissions or discounts allocable to
sales of those Shares by any Selling Shareholder or any fees and disbursements
of counsel and other representatives of the Series C Holders. The estimated
expenses of registration of the Shares are set forth below.
<TABLE>
<S>                                    <C>
- -------------------------------------- --------------------
Registration Fees                                  $301.59
- -------------------------------------- --------------------
Legal Fees (estimate)                          $100,000.00
- -------------------------------------- --------------------
Accounting Fees (estimate)                      $15,000.00
====================================== ====================
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

         Below is a summary of sales of unregistered securities to our
directors, investors, employees and consultants. We believe that each
transaction is exempt from registration pursuant to Sections 4(2), 4(6) and/or
Rule 506 of the Securities Act of 1933. As to each of the transactions listed
below (1) the transaction did not involve a public offering; (2) no commissions
were paid; (3) no underwriters were involved; and (4) (except for the
certificates issued on March 17, 2000 to Thomson Kernaghan and Company, Ltd. and
Blue Water Partners, Inc.) a restrictive legend was placed on each certificate
evidencing the security. In instances where warrants were issued, the underlying
shares common stock are restricted as stated in the warrant contract.

         On April 11, 2001, we sold an employee 12,500 shares of our common
stock and issued warrants to purchase 6,250 shares of common stock, for $0.20
per share or $2,500. The warrants are exercisable at $0.35 per share and expire
in April of 2004.

         On March 16, 2001, we sold Tom McInsh, an existing shareholder and an
accredited investor, 25,000 shares of our common stock and issued warrants to
purchase 12,500 shares of common stock, for $0.20 per share or $5,000. The
warrants are exercisable at $0.35 per share and expire in March of 2004.

         On February 26, 2001, we sold Laurel and Laurel, a private company,
125,000 shares of our common stock and issued warrants to purchase 62,500 shares
of common stock, for $0.20 per share or $25,000. The warrants are exercisable at
$0.35 per share and expire in February of 2004.

         On February 12, 2001, we sold Tom McInsh, an existing shareholder and
an accredited investor, 25,000 shares of our common stock and issued warrants to
purchase 12,500 shares of common stock, for $0.20 per share or $5,000. The
warrants are exercisable at $0.35 per share and expire in February of 2004.

         On January 22, 2001, we sold an employee 35,000 shares of our common
stock and issued warrants to purchase 17,500 shares of common stock, for $0.20
per share or $7,000. The warrants are exercisable at $0.35 per share and expire
in January of 2004.

         Effective December 31, 2000, we issued 35,542 shares of our own common
stock to former holders of Series C Preferred Stock pursuant to the
anti-dilution provisions of the Series C Preferred Stock. The shares were valued
at $4.265 based upon management's estimate of the value of our common stock at
the time the Series C holders converted.

         Effective December 31, 2000, we issued 79,167 shares of our common
stock to four directors of the company for their services. The shares were
valued at $10.291 based on management's estimate of the value of the company's
common stock at the date of issue.

         Effective December 31, 2000 we issued 28,092 shares of our common stock
to a Series C Preferred Stock holder in exchange for an equal number of Series C
Preferred shares. During 1999, we issued 2,354,766 shares of common stock in
exchange for the same number of Series C Preferred shares.

         Effective December 12, 2000, we issued our 10% convertible debenture
due December 12, 2003 to John C. Lawrence, a director and President, in the
principal amount of $100,000, together with warrants for 60,974 shares of our
common stock exercisable for five years at $0.41 per share. This debenture and
warrant were issued in consideration of cash advances in the amount of $96,591
to meet working capital needs plus accrued interest payable to Mr. Lawrence in
the amount of $4,685. The debenture conversion price is based on market prices
at the time of conversion but not greater than $0.31 per share.

         On December 5, 2000, we issued our 10% convertible debentures due
December 5, 2003 to Al Dugan, a shareholder and accredited investor, in the
principal amount of $50,000, together with related warrants for 30,487 shares of
our common stock exercisable for five years at $0.41 per share. The debenture
conversion price is based on market prices at the time of conversion but not
greater than $0.31 per share.

         On December 5, 2000, we issued our 10% convertible debenture due
November 22, 2003 to Al Dugan, a shareholder and accredited investor, in the
principal amount of $50,000, together with related warrants for 30,487 shares of
our common stock exercisable for five years at $0.41 per share. The debenture
conversion price is based on market prices at the time of conversion but not
greater than $0.31 per share.

         On December 5, 2000, we issued our 10% convertible debenture due
December 31, 2003 to John C. Lawrence, a director and President, in the
principal amount of $147,992, together with related warrants for 90,239 shares
of our common stock exercisable for five years at $0.41 per share. This
debenture and the related covenants were issued in consideration of $141,243
previously advanced to us to meet working capital needs, together with interest
accrued from the advance dates through December 31, 2000. The debenture
conversion price is based on market prices at the time of conversion but not
greater than $0.31 per share.

         On August 25, 2000, we sold 257,511 shares of our common stock and
issued warrants to purchase 48,077 shares of common stock to Al Dugan, a
stockholder and accredited investor, for $0.29125 per share or $75,000. The
warrants are exercisable at $0.39 per share and expire August 25, 2002.

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

         On July 11, 2000, we issued our 10% convertible debenture due June 30,
2002 to Thomson Kernaghan and Company, Ltd. in the principal amount of 600,000,
together with a Purchaser's Warrant for 384,615 shares and an Agent's Warrant
for 961,538 shares of our common stock exercisable for five years at $0.39 per
share. we subsequently agreed to issue an additional $75,000 principal amount of
10% convertible debenture, together with an additional Purchaser's Warrant for
48,077 shares of our common stock. The debenture conversion price is based on
market prices at the time of conversion but not greater than $0.29125 per share.
These debentures and warrants were issued in reliance on the Regulation S as
well as the private offering exemption.

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

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

         On March 17, 2000, we issued to Thomson Kernaghan and Company, Ltd.
150,000 shares of common stock pursuant to our 2000 Stock Plan, in consideration
of financial consulting services including the preparation and analysis of our
financial condition and financing options. The certificate for these shares was
issued without a restrictive legend based on our erroneous belief that these
shares were registered under its Form S-8 Registration Statement filed on March
10, 2000 (File No. 333-32216).

         On March 17, 2000, we issued to Blue Water Partners, Inc., in payment
of fees for financial consulting services, 150,000 shares of common stock
pursuant to our 2000 Stock Plan. The certificate for these shares was issued
without a restrictive legend based on our erroneous belief that these shares
were registered under its Form S-8 Registration Statement filed March 10, 2000
(File No. 333-32216).

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

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

         On January 3, 2000, we agreed to issue warrants to purchase 300,000
shares of unregistered common stock at $0.25 per share to Al Dugan. The warrants
expire January 25, 2003 and were issued in exchange for consulting services
valued at $10,000 provided to us.

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 27. EXHIBITS

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

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

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
by the Selling Shareholder, a post-effective amendment to this Registration
Statement:

                  (i)      To include any prospectus required by Section 10(a)
(3) of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in this Registration Statement; and

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

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

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

(e) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Act") may be permitted to directors, officers and controlling persons
of the company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of expenses incurred or paid by a
director, officer or controlling person of the company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, in
Thompson Falls, State of Montana, on May 14, 2001.

                       UNITED STATES ANTIMONY CORPORATION





                        By  /s/John C. Lawrence
                           -------------------------
                           John C. Lawrence, President and Chairman


         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature                                   Capacity                                  Date
<S>                                <C>                                              <C>


/s/John C. Lawrence                 President and Chairman of the Board                May 14, 2001
- ----------------------------------
John C. Lawrence                    (Principal Executive and Chief
                                    Financial Officer and Director)


/s/Robert A. Rice                           Director                                    May 14, 2001
- -----------------------------------
Robert A. Rice


/s/Leo Jackson                               Director                                    May 14, 2001
- ------------------------------------
Leo Jackson


/s/Gary D. Babbitt                           Director                                    May 14, 2001
- ------------------------------------
Gary D. Babbitt

</TABLE>





                                  EXHIBIT INDEX
                                       to
                       registration statement on form sb-2

<TABLE>

Exhibit Number             Description

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

   3.02                    Amended and Restated Bylaws of 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.

   5.01                    Opinion of Sonfield and Sonfield*

   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
   10.11                   Agreement Between Excel-Mineral USAC and Bobby C. Hamilton
   10.12                   Letter Agreement
   10.13                   Columbia-Continental Lease Agreement Revision
   10.14                   Settlement Agreement with Excel Mineral Company
   10.15                   Memorandum Agreement
   10.16                   Termination Agreement
   10.17                   Amendment to Assignment of Lease (Geosearch)
   10.18                   Series B Stock Certificate to Excel-Mineral Company, Inc.
   10.19                   Division Order and Purchase and Sale Agreement
   10.20                   Inventory and Sales Agreement
   10.21                   Processing Agreement
   10.22                   Release and settlement agreement between Bobby C. Hamilton and United States Antimony Corporation
   10.23                   Columbia-Continental Lease Agreement
   10.24                   Release of Judgment
   10.25                   Covenant Not to Execute

   10.26                   Warrant  Agreements  filed as an exhibit to 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

   10.27                   Letter  from EPA,  Region 10 filed as an exhibit to 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

   10.28                   Warrant  Agreements  filed as an exhibit to 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

   10.30                   Answer,  Counterclaim  and  Third-Party  Complaint filed as an exhibit to 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

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:
   10.31                   Warrant Issue-Al Dugan
   10.32                   Amendment Agreement

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:
   10.33                   Warrant Issue-John C. Lawrence
   10.34                   PVS Termination Agreement

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:
   10.35                   Maguire Settlement Agreement
   10.36                   Warrant Issue-Carols Tejada
   10.37                   Warrant Issue-Al W. Dugan
   10.38                   Memorandum of Understanding with Geosearch Inc.
   10.39                   Factoring Agreement-Systran Financial Services Company
   10.40                   Mortgage to John C. Lawrence

   10.41                   Warrant  Issue-Al  W. Dugan  filed as an exhibit to 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

   10.42                   Agreement  between United States Antimony  Corporation and Thomson Kernaghan and Co., Ltd. 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.

   10.43                   Settlement agreement and release of all claims between the Estate of Bobby C. Hamilton and United States
                           Antimony Corporation 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.

   10.44                   Supply Contracts with Fortune America Trading Ltd.filed as an exhibit to USAC form10-QSB for the quarter
                           ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.

   10.45                   Amended and Restated Agreements with Thomson Kernaghan and Co., Ltd. **

   21.01                   Subsidiary of USAC**

   23.01                   Consent of Sonfield and Sonfield (included in Exhibit 5.01) *

   23.02                   Consent of DeCoria, Maichel and Teague P.S. **

   44.1                    CERCLA Letter from U.S.Forest Service 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 and 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.

</TABLE>
- ----------------------
* Filed herewith.
** To be filed by amendment.
***Previously filed.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>articles.txt
<DESCRIPTION>ARTICLES OF CORRECTION
<TEXT>

                             ARTICLES OF CORRECTION


                                       OF


                       RESTATED ARTICLES OF INCORPORATION


                                       OF


                       UNITED STATES ANTIMONY CORPORATION


                  Pursuant to ss. 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 to ss.
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 to ss. 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 Company?s 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 1/2 Lambourne, 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 to ss. 35-1-231(i) of the Montana Business
                  Corporation Act, without shareholder action.




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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>3
<FILENAME>bylaws.txt
<DESCRIPTION>BY LAWS
<TEXT>

                                 RESTATED BYLAWS

                                       OF

                       UNITED STATES ANTIMONY CORPORATION


                  Pursuant to ss. 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 thecorporation'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-5
<SEQUENCE>4
<FILENAME>opinion.txt
<DESCRIPTION>OPINION OF SONFIELD & SONFIELD
<TEXT>

                        LETTERHEAD OF SONFIELD AND SONFIELD

May 15, 2001

United States Antimony Corporation
P.O. Box 643
1250 Prospect Creek Road
Thompson Falls, Montana  59873

Re:      Registration Statement on Form SB-2
         United States Antimony Corporation Common Stock, Par Value $.01 Per
         Share

Ladies and Gentlemen:

         We are counsel for United States Antimony Corporation, a Montana
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form SB-2 (the "Registration Statement") as to which
this opinion is a part, filed with the Securities and Exchange Commission (the
"Commission") on May 15, 2001.

         The Registration Statement relates to the offering by the Selling
Stockholders, as listed in the Registration Statement, of 5,744,641 shares of
common stock, par value $0.01 per share, of the Company (the "Shares"), of which
(i) 1,394,230 Shares (the "Warrant Shares") are issuable upon the exercise of
certain warrants (the "Warrants") and (ii) 3,716,739 Shares (the "Debenture
Shares") are issuable upon the conversion of certain convertible debentures (the
"Debentures").

         In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies of such corporate records and other
documents and have satisfied ourselves as to such other matters as we have
deemed necessary to enable us to express our opinion hereinafter set forth.

         Based upon the foregoing, it is our opinion that:

                  Based upon such examinations, it is our opinion that (i) the
            Shares (other than the Warrant Shares and the Debenture Shares) are
            validly issued, fully paid and nonassessable and (ii) when there has
            been compliance with the Act and the applicable state securities
            laws and when the Warrant Shares and the Debenture Shares have been
            issued, delivered and paid for upon exercise of the Warrants or the
            conversion of the Debentures, as the case may be, in accordance with
            their respective terms, the Warrant Shares and the Debenture Shares
            will be validly issued, fully paid and nonassessable.

         The opinions herein are limited to the laws of the State of Texas, the
Montana Business Corporation Act, including the applicable provisions of the
Montana Constitution and reported judicial decisions interpreting these laws and
the federal laws of the United States, and we express no opinion as to the
effect of the matters covered by this opinion of the laws of any other
jurisdiction.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement.

Very truly yours,

/s/Sonfield and Sonfield
Sonfield and Sonfield


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>consent.txt
<DESCRIPTION>CONSENT OF EXPERTS AND COUNSEL
<TEXT>

                  CONSENT OF DECORIA, MAICHEL & TEAGUE P.S.


                  As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 11, 2001 included in USAC's Form 10-KSB for the year ended December 31,
2000 and to all references to our Firm included in this registration statement.

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



Spokane, Washington

May 14, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>subsidiaries.txt
<DESCRIPTION>SUBSIDIARIES OF USAC
<TEXT>

                             SUBSIDIARIES OF USAC






United States Antimony Corporation - Montana

Bear River Zeolite Co.


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