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UNITED STATES ANTIMONY CORPORATION Securities and Exchange Commission United States Antimony Corporation December 31, 2011 Filed January 8, 2013 Response submitted April 1, 2013 File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of April 17, 2013, requesting that we amend our 2011 10K filing, or, if appropriate, provide additional information per our 2011 10K filing.

Amendment No. 1 to form 10K for Fiscal Year Ended December 31, 2011

Response to Item11, Executive Compensation, page 31

1)

The company does not have any outstanding grants of plan based awards. Upon further reading of Item 402(p), we have concluded that the outstanding equity warrants issued to the CEO in a prior year as part of an agreement with him to make a loan to the Company should be included in a table. It appears that the table is meant to disclose outstanding equity awards for service based compensation, and the equity award for making a Company may be construed as providing a service.

We propose to include the following table as required by Item 402(p) of Regulation S-K in an amended filing of our 2011 Form10K:

Outstanding Equity Awards

at Fiscal Year End

Option Awards

Name

Number of Securities Underlying Unexercised Options

Equity Incentive Plan Awards:

Number of Securities

Underlying Unexercised

Unearned Options

Option

Exercise

Price

Option

Expiration

Date

Number of

Shares of Stock

That Have Not

Vested

Market Value of

Shares of Stock

That Have Not

Vested

Exercisable

Unexercisable

#

#

John C. Lawrence

250,000

$0.25

None

None

None

(Chairman of the Board

of Directors and Chief

Executive Officer)

Stock Awards

Number of Shares

Market Value of

Equity Incentive Plan Awards:

Equity Incentive Plan Awards:

of Stock That

Shares of Stock

Number of Unearned Shares

Number of Unearned Shares

Have Not

That Have Not

Units or Other Rights That

Units or Other Rights That

Name

Vested

Vested

Have Not Vested

Have Not Vested

None

N/A

None

None

The stock awards to John Lawrence and Russell Lawrence are not included in the table of Outstanding Equity Awards at Fiscal Year End because they have vested when issued.

Regarding Russell Lawrence, he has never received any stock based compensation except for his service as a Company director, which is disclosed in another table.

2)

We have reviewed the summary compensation table required by Item 402 (n)(2)(ix) and concluded that the summary compensation table should include restricted options/awards since these amounts, although not connected to compensation as an officer, but were for services provided as a director of the Company, do qualify for inclusion as total compensation paid to officers from all sources. We propose to include Russell Lawrence in this table due to his receipt of fees for service as a director, since the total compensation received as an officer and Director is in excess of $100,000. We propose to include the summary compensation table and disclosure below:

Summary Compensation Table, Page 31

We will amend the summary compensation table required by Item 402(n) as follows:

Name and Principal Position

Year

Salary

Bonus

Other Annual Compensation (1)

Stock Awards

All Other Compensation

Total

John C. Lawrence,

$126,000

N/A

$5,538

$40,001

None

$171,539

President and Chief $102,500

$5,538 $13,520

$121,558

Executive Officer $100,000

$5,538 $6,500

$112,038

Russell Lawrence,

$85,000

N/A

$40,001

None

$125,001

Vice President for $85,000

$13,520

$98,520

Latin America $85,000

$6,500

$91,500

(1)

Represents earned but unused vacation.

Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the President/CEO. The compensation committee makes the recommendation for the compensation of the President/CEO. The compensation committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the compensation committee. Currently, the executive managements’ compensation only includes base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits.

For 2011, the compensation committee reviewed the President’s salary, and determined that in comparison to other chief executives in the same industry and similar size companies, he was not adequately compensated. It was determined by the compensation committee to raise the President’s base salary to $126,000 annually.

See amended disclosure in table above; sentence with “no executive officer received stock awards for their services as a company officer/executive for the years 2009 thru 2011” will be deleted.

The amounts included in the summary compensation table included in the 10K filed on March 14, 2012, for all other payouts were reimbursed expenses. The CEO and other company officials use their own funds for travel costs, and often, in Mexico, have paid Company expenses for supplies, etc., and request reimbursements for these costs. There is not any type of compensation that accrues to the Officer or Director due to these payments. After considering the type of expenditure, it appeared that reimbursed expenses were not correct items to include in a table for reporting compensation to either the Directors or Officers.

John Gustaven did not receive compensation in excess of $100,000 in any year, and is therefore not included in the summary compensation table.

Response to Item 12. Security Ownership of Certain Beneficial Owners and Management, page 31

We will add a column to the table of beneficial stock ownership to disclose percent of ownership all voting shares. In addition, since there are no Series A Preferred Shares outstanding, the reference to them has been removed. We will calculate percentages for class and voting stock to be more precise. We will also add a summary of a class that includes all preferred and common voting share held by Officers and Directors. The following is the amended table:

Title of Class Name and Address of Beneficial Owner(1)

Amount and Nature of Beneficial Ownership

Percent of Class(1)

Percent of all Voting Stock

Common stock

Reed Family Limited Partnership

3,918,335

6.6

6.4

328 Adams Street

Milton, MA 02186

Common stock

The Dugan Family

6,362,927(3)

10.7

10.4

c/o A. W. Dugan

1415 Louisiana Street, Suite 3100

Houston, TX 77002

Series B Preferred

Excel Mineral Company

750,000(5)

100.0

N/A

PO Box 3800

Santa Barbara, CA 93130

Series C Preferred

Richard A. Woods

48,305(4)

27.1

*

59 Penn Circle West

Penn Plaza Apts.

Pittsburgh, PA 15206

Series C Preferred

Dr. Warren A. Evans

48,305(4)

27.1

*

Ponfret Landing

Road

Brooklyn, CT 06234

Series C Preferred

Edward Robinson

32,203(4)

18.1

*

1007 Spruce Street 1st Floor

Philadelphia, PA 19107

Series C Preferred

All Series C Preferred Shareholders

as a group

177,904(4)

100*

Common stock

John C. Lawrence

4,103,653(2)

6.9

6.7

Common stock

Russ Lawrence

156,000

*

*

Common stock

Leo Jackson

292,000

*

*

Common stock

Gary Babbitt

134,167

*

*

Common stock

Pat Dugan

156,000

*

*

Common stock

Matthew Keane

10,300

*

*

Common stock

Daniel Parks

4,500

*

*

Common Stock

All directors and executive

officers as a group

4,856,620

8.2

7.9

Series D Preferred

John C. Lawrence

1,590,672(4)

90.8

2.6

Series D Preferred

Leo Jackson

102,000

5.8

*

Series D Preferred

Gary Babbit

58,333

3.4

*

Series D Preferred

All Series D Preferred Shareholders

as a group

1,751,005(4)

00.0

2.8

Common Stock

All directors and executive

officers as a group

4,856,620

8.2

7.9

Preferred Stock

All Preferred Shareholders

w/voting rights

that are officers or directors

1,751,005(4)

90.8

2.8

Common and All directors and executive

Preferred officers as a group 6,607,625

10.8

Voting Stock

10.8

(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 15, 2012, 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 59,349,300 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 15, 2012.

(2)

Includes 3,853,653 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership.

(3)

Includes shares owned by Al W. Dugan and shares owned by companies owned and controlled by Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which Mr. Dugan disclaims beneficial ownership.

(4)

The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.

(5)

The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.

* Applicable per cent is less than 1%

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in our filings of forms 10K and 10Q. We acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with the filing of our forms 10K and 10Q. We acknowledge that we may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
/S/ Daniel L. Parks