SecProbe.io

February 1, 2013

Via E-mail
Mr. John C. Lawrence
Chief Executive  Officer
United States Antimony Corporation
P.O. Box 643
Thompson Falls , MT 59873

Re: United States Antimony Corporation
 Amendment No. 1 to Form 10-K for Fiscal Year Ended
            December 31 , 2011
Filed January 8, 2013
Response submitted January 8, 2013
                        Definitive Proxy Statement on Schedule 14A
                        Filed October 25, 2012
File No. 001 -08675

Dear Mr. Lawrence :

We have reviewed your filing an d supplemental response and  have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our co mments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Amendment No. 1 to Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 4.   Mine Safety Disclosures, page 20

1. We partially reissue comment 5 in our letter dated November 26, 2012.   Please provide
the information required by Item 104 of Regulation S -K in Exhibit 95 to the Form 10 -
K.  See Instruction 1 to Item 104 .

Mr. John C. Lawrence
United States Antimony Corporation
February 1, 2013
Page 2

 Item 7B. Critical Accounting Estimates, page 25

2. We note your revised disclosures in response to our prior comment 1. Your response did
not address our comment in its entirety, thus the comment will be partially reissued.
Please provide us with draft disclosures of changes you will make in a further  amended
Form 10 -K to address the following items relating to your estimates of depreciation,
inventory and asset recovery obligation:
 the methodology used in determining each critical accounting estimate;
 any known trends, demands, commitments, events or uncertainties that are
reasonably likely to occur an d materially affect the methodology or the
assumptions described;
 if applicable,   discuss why different estimates that would have had a material
effect  on the company's financial presentation could have been used in the current
period; and if applicable, w hy the accounting estimate is reasonably likely to
change from period to period with a material effect  on the financial presentation;
An explanation of the significance of the accounting estimate to the company's
financial condition, changes in financi al condition and results of operations and,
where material, an identification of the line items in the company's financial
statements affected by the accounting estimate;
 A quantitative discussion of changes in overall financial performance and, to the
extent material, line items in the financial statements if the company were to
assume that the accounting estimate were changed, either by using reasonably
possible near -term changes in the most material assumption(s) underlying the
accounting estimate or by using the reasonably possible range of the accounting
estimate;
 A quantitative and qualitative discussion of any material changes made to the
accounting estimate in the past three years, the reasons for the changes, and the
effect on line items in the fina ncial statements and overall financial performance;
 Since critical accounting estimates and assumptions are based on matters that are
highly uncertain, you should analyze their specific sensitivity to change, based on
other outcomes that are reasonably lik ely to occur and would have a material
effect. Your discussion should provide quantitative as well as qualitative
disclosure when quantitative information is reasonably available and will provide
material information for investors .
For additional guidance,  please refer to the SEC’s Interpretation: Commission Guidance
Regarding Management's Discussion and Analysis of Financial Condition and Results of
Operations [Release No. 33 -8350,  <http://www.sec .gov/rules/interp/33 -8350.htm >] as it
relates to critical accounting estimates.

Item 9A. Controls and Procedures, page 25

Changes in Internal Control Over Financial Reporting, page 2 6

Mr. John C. Lawrence
United States Antimony Corporation
February 1, 2013
Page 3

 3. We note your response to prior comment 4.  Your revised disclosures did not address our
comment, thus the comment will be reissued.  Please  provide us with draft disclosures
you will make in a further amended Form 10 -K that specifically disclose  any change  in
your internal control over financial reporting that occurred during your last fiscal quarter
that has materially affected, or  is reasonably likely to materially affect, your internal
control over financial reporting.  Please note that these disclosures  should also
specifically clarify the control changes made and how they address your material
weaknesses .  Refer to Item 308(c) of Regulation S -K.  We also note the lack of similar
disclosures in your Forms 10 -Q for the fiscal periods ended March 31, 2012,  June 30,
2012 and September 30, 2012.

Item 11. Executive Compensation, page 31

4. We are unable to locate a response to comment 8 in our letter dated December 19, 2012,
and therefore we reissue the comment.   We note that executive pay for 2012 increased  for
several of your named executive officers.   Please amend your Form 10 -K to expand the
narrative disclosure relating to your summary compensation table to briefly describe how
you determine the amount of compensation to pay and the reasons for yearly ch anges in
this amount.   Your discussion should describe the specific items of corporate
performance that are relevant to the compensation committee’s decisions.   See Item
402(o) of Regulation S -K.

5. We are unable to locate a response to comment 9 in our lett er dated December 19, 2012,
and therefore we reissue the comment.   We note that you made restricted stock awards to
two executive officers in fiscal year 2011 according to the summary compensation
table.   Please amend your Form 10 -K to include the informat ion required by Item 402(p)
with respect to your outstanding and vested stock awards.   In addition, the disclosure on
page 31 that “[n]o executive officer received stock awards for their services as a
Company officer/executive for the years 2009 thru 2011”  is inconsistent with the
summary compensation table.   Please remove.

Summary Compensation Table, page 31

6. We are unable to locate a response to comments 10 and 11 in our letter dated December
19, 2012, and therefore we reissue those comments.   Please a mend your Form 10 -K to
provide the summary compensation table in the format required by Item 402(n) of
Regulation S -K.  In addition, please provide footnote disclosure for all other
compensation, as required by Item 402(n)(2)(ix) of Regulation S -K.  Please  revise your
summary compensation table to include Russell C. Lawrence and/or John Gustaven or
tell us why these individuals should not be included.   See Item 402(m)(2)(iii) of
Regulation S -K.

Security Ownership of Certain Beneficial Owners and Management, page 31

Mr. John C. Lawrence
United States Antimony Corporation
February 1, 2013
Page 4

 7. We partially reissue comment 5 in our letter dated December 19, 2012.   We note that you
have provided separate disclosure for each separate class of securities.   However,
footnote 4 states that the Series A, C and D preferred shares ca rry voting rights.   Please
provide the disclosure pursuant to Item 403 of Regulation S -K regarding the voting class
of securities.

Signatures

8. We reissue comment 17 in our letter dated November 26, 2012.   Please revise to include
the signature of your Principal Accounting Officer or Controller.   See General Instruction
D(2) of Form 10 -K.  We also note that the Form 10 -K/A filed on January 8, 2013 has not
been signed and is not appropriately dated.   Please amend the Form 10 -K to provide
appropriate signa tures and dates.   We further note that each Form 10 -Q/A filed on
January 8, 2013 is not appropriately dated.   Please amend each Form 10 -Q to provide
appropriate dates.

Certifications

9. We note your certification date of March 15, 2012 has not been updated in your amended
Form 10 -K.  As such, please file updated Section s 302 and 906 certifications with any
amendments to your Forms 10 -K and ensure such certifications are currently dated.

Forms 10 -Q for Quarterly Periods Ended June 30, 2012 and September 30, 2012

Item 2 . Management’s Discussion and Analysis or Plan of Operations , page 11

10. We note your response to prior comment 6.  Your revised disclosures did not address our
comment, thus the comment will be reissued.  We note you disclose the non -GAAP
measures of EBITDA and EBITDA/lb Metal.  It appears your calculation of EBITDA
(i.e. excluding general and administrative costs, professional fees, etc.) is not consistent
with th e measure  as defined in Item 10(e) of Regu lation S -K.  As such, please provide us
draft disclosures that remove or rename the measure (e.g. Adjusted EBITDA) and
provid e the disclosures required by Item10(e)(i) of Regulation S -K.  Also refer to
Questions 103.01 and 103.02 of the Division’s Complian ce and Disclosure Interpretation
on Non -GAAP Financial Measures.

11. We note your response to prior comment 1. However, we note that the changes made in
the annual financial statements have not been made in the interim financial statements.
Please provide u s draft disclosures you will make in your amended Forms 10 -Q to
include (i) the discussions in M anagement’s Discussion and Analysis  analyzing the
results of  operations to  describe and quantify underlying material activities that generate
variances between  periods , (ii) discussions of your liquidity and capital resources to
identify the trends, demands, commitments, events and uncertainties  and (iii) an analysis

Mr. John C. Lawrence
United States Antimony Corporation
February 1, 2013
Page 5

 of the components of the statements of cash flows (i.e. operating, investing, and financing
activities) that explains the significant year -to-year variations in the line items .

Certifications

12. Please file updated Section s 302 and 906 certifications with any amendments to your
Forms 10 -Q for the fiscal periods ended March 31, 2012, June 30, 2012 an d September
30, 2012 and ensure such certifications are currently dated.

Definitive Proxy Statement on Schedule 14A filed October 25, 2012

Election of Directors, page 5

13. We note the absence of a response to comment 7 in our letter dated December 19, 20 12,
and we reissue the comment.   Please confirm that in future filings you will provide the
information required by Item 407(h) of Regulation S -K.  Provide draft disclosure in your
response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Raj Rajan  at 202 -551-3388 or B rian K. Bhandari at 202 -551-3390  if
you have questions regarding comments on the financial statements and relate d matters.  Please
contact Tiffany Piland at 202 -551-3589  or Pamela Howell  at 202-551-3357  with any other
questions.

 Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Mining