SecProbe.io

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 uamy_corresp.htm United States Antimony Corporation P.O. Box 643 Thompson Falls, MT 59873 April 22, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: United States Antimony Corporation Registration Statement on Form S-3 (File No. 333-284057) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of United States Antimony Corporation (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-284057) filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 27, 2024, as amended by Pre-Effective Amendment No. 1 to Form S-3 filed on April 18, 2025 and Pre-Effective Amendment No. 2 to Form S-3 filed on April 22, 2025 (collectively, the “Registration Statement”), be declared effective on April 24, 2025, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter. Very truly yours, UNITED STATES ANTIMONY CORPORATION By: /s/ Richard R. Isaak Richard R. Isaak Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer cc: Dean Colucci, Duane Morris LLP

January 3, 2025
Gary Evans
Chief Executive Officer
United States Antimony Corporation
P.O. Box 540308
Dallas, Texas 75354
Re:United States Antimony Corporation
Registration Statement on Form S-3
Filed on December 27, 2024
File No. 333-284057
Dear Gary Evans:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Dean Colucci

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    United States Antimony Corporation

 P.O. Box 643

 Thompson Falls, MT 59873

 December 5, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   United States Antimony Corporation

 Registration Statement on Form S-3 (File No. 333-283523)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of United States Antimony Corporation (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-283523) filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 29, 2024 (the “Registration Statement”), be declared effective on December 9, 2024, at 12:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

   Very truly yours,

 UNITED STATES ANTIMONY CORPORATION

   By:

   /s/ Richard R. Isaak

   Richard R. Isaak

 Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

  cc:  Dean Colucci, Duane Morris LLP

December 5, 2024
Gary Evans
Co-Chief Executive Officer
UNITED STATES ANTIMONY CORP
P.O. Box 643
Thompson Falls, MT 59873
Re:UNITED STATES ANTIMONY CORP
Registration Statement on Form S-3
Filed on November 29, 2024
File No. 333-283523
Dear Gary Evans:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Dean Colucci

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UNITED STATES ANTIMONY CORPORATION

49 Steamboat Way

Thompson Falls, Montana 59873

January 27, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100 F
Street, NE

Washington,
D.C. 20549

Re:

United
States Antimony Corporation (the
“Company”)

Registration
Statement on Form S-3 originally filed January 14,
2022

(File
No. 333-262206) (the “Registration
Statement”)

Ladies
and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement
will become effective as of 9:00 a.m. EST on Monday, January 31,
2022, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above,
the Company will promptly notify you of the change, in which case
the Company may make an oral request of acceleration of the
effectiveness of the Registration Statement in accordance with Rule
461.

The
Company hereby acknowledges the following:

●

should the
Securities and Exchange Commission (the “Commission”)
or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with
respect to the filing;

●

the action of the
Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

●

the Company may not
assert Staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.

 If you have
any questions, please contact Michael T. Campoli, Esq., at (212)
326-0468, from the Company’s outside securities counsel,
Pryor Cashman LLP.

Very
truly yours,

UNITED
STATES ANTIMONY CORPORATION

By:

/s/
John Gustavsen

John
Gustavsen

Interim
Chief Executive Officer

cc:

M. Ali Panjwani,
Esq.

Michael T. Campoli,
Esq.

United States securities and exchange commission logo
January 24, 2022
Kelly Stopher
Chief Financial Officer
United States Antimony Corporation
47 Cox Gulch
P.O. Box 643
Thompson Falls, Montana 59873
Re:United States Antimony Corporation
Registration Statement on Form S-3
Filed January 14, 2022
File No. 333-262206
Dear Mr. Stopher:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       M. Ali Panjwani

United States securities and exchange commission logo
January 26, 2021
John Gustavsen
Interim Chief Executive Officer
United States Antimony Corporation
49 Steamboat Way
Thompson Falls, Montana 59873
Re:United States Antimony Corporation
Registration Statement on Form S-3
Filed January 19, 2021
File No. 333-252193
Dear Mr. Gustavsen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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UNITED STATES ANTIMONY CORPORATION

49 Steamboat Way

Thompson Falls, Montana 59873

January 25, 2021

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100 F
Street, NE

Washington,
D.C. 20549

Re:
United States Antimony Corporation (the
“Company”)

Registration Statement on Form S-3 originally filed January 19,
2021

(File No. 333-252193) (the “Registration
Statement”)

Ladies
and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement
will become effective as of 4:30 p.m. EST on Wednesday, January 27,
2021, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above,
the Company will promptly notify you of the change, in which case
the Company may make an oral request of acceleration of the
effectiveness of the Registration Statement in accordance with Rule
461.

The
Company hereby acknowledges the following:

●

should the
Securities and Exchange Commission (the “Commission”)
or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with
respect to the filing;

●

the action of the
Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

●

the Company may not
assert Staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.

 If you have
any questions, please contact Michael T. Campoli, Esq., at (212)
326-0468, from the Company’s legal counsel, Pryor Cashman
LLP.

Very
truly yours,

UNITED
STATES ANTIMONY CORPORATION

By:

/s/
John Gustavsen

John
Gustavsen

Interim
Chief Executive Officer

cc:

M. Ali Panjwani,
Esq.

Michael
T. Campoli, Esq.

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UNITED STATES ANTIMONY CORP

September 15, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:

United States
Antimony Corp (the "Company")

Registration
Statement on Form S-3

File
No. 333-248423

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as
amended, the undersigned respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 3:00 pm on Friday,
September 18, 2020, or as soon thereafter as is
practicable.

Very truly yours,

United States Antimony Corp

By: /s/Alicia
Hill

Name: Alicia
Hill

Title: Controller

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UNITED
STATES ANTIMONY CORP

September
15, 2020

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E. Washington,
D.C. 20549

Re:

United States
Antimony Corp (the "Company")

Registration
Statement on Form S-3

File
No. 333-248423

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as
amended, the undersigned respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 8:00am on Friday,
September 18, 2020, or as soon thereafter as is
practicable.

Very truly yours,

United States Antimony Corp

Date

By:

/s/ Alicia Hill

Name: Alicia Hill

Title:
Controller

United States securities and exchange commission logo
September 4, 2020
Alicia Hill
Secretary, Controller and Treasurer
UNITED STATES ANTIMONY CORP
P.O. Box 643
Thompson Fall, Montana 59873
Re:UNITED STATES ANTIMONY CORP
Registration Statement on Form S-3
Filed August 26, 2020
File No. 333-248423
Dear Ms. Hill:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed August 26, 2020
Incorporation of Documents by Reference, page 15
1.Please revise to specifically incorporate by reference any Form 8-K filed since the end of
your last fiscal year, as required by Item 12 to Form S-3.
Signatures, page 18
2.Please revise to complete the blanks in the first paragraph.  Please also revise below the
second paragraph of text to include the signatures of your principal financial officer,
principal accounting officer or controller and a majority of the members of your board of
directors.

 FirstName LastNameAlicia Hill
 Comapany NameUNITED STATES ANTIMONY CORP
 September 4, 2020 Page 2
 FirstName LastName
Alicia Hill
UNITED STATES ANTIMONY CORP
September 4, 2020
Page 2
Exhibits
3.Please file the exhibit required by Item 601(b)(5) of Regulation S-K.  Please also revise on
page 14 under the heading "Experts" to identify counsel who will provide the legality
opinion.
4.Please file consent from the auditor listed on page 14.  See Item 601(b)(23) of Regulation
S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Nicholas Taylor

December 20, 2018
Daniel L. Parks
Chief Financial Officer
United States Antimony Corporation
P.O.Box 643
Thompson Falls, Montana 59873
Re:United States Antimony Corporation
Form 10-K for Fiscal Year Ended December 31, 2017
Filed April 2, 2018
File No. 001-08675
Dear Mr. Parks:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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Blueprint

UNITED
STATES ANTIMONY CORPORATION

P.O.
Box 643, 47 Cox Gulch Rd

THOMPSON
FALLS, MONTANA 59873-0643

406-827-3523
FAX: 406-827-3543

tfl3543@blackfoot.net E-MAIL

December
5, 2018

Division of Corporation Finance,

Office of Beverages, Apparel and Mining

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: United
States Antimony Corporation

Form
10-K for Fiscal Year Ended December 31, 2017

Filed
April 2, 2018

Form
10-Q for the Fiscal Quarter Ended September 30, 2018 Filed November
14, 2018

File
No. 001-08675

Greetings:

This responds to your letter of December 4, 2018, regarding the
Company’s Form 10Q for the fiscal quarter ended September 30,
2018. With respect to the Staff’s comment in the letter, the
Company responds as follows:

Comment:

We note you entered into a Member Interest and Capital Share
Agreement in August 2018 to acquire a subsidiary of the sellers
which includes an antimony plant, equipment and land located in
Reynosa, Mexico and that you accounted for this transaction as an
asset acquisition. In addition to the assets acquired, we note you
also received $1.5 million from the sellers to “assist in the
salvage and transportation costs of the useable equipment”
and that you recognized a $1.5 million gain on plant acquisition
during the third quarter. Please address the following
points:

●

Tell
us the consideration that you transferred as part of this
arrangement and how you determined its cost in accordance with ASC
paragraphs 805-50-30-1 and 30-2.

Management
determined that no consideration was transferred by the Company
under the terms of the Member Interest and Share Capital Purchase
Agreement (“Agreement”). The agreement has a
confidentiality clause that requires approval of the sellers before
public disclosure. We can provide a copy of the agreement
separately upon request. The purchase price of the Member Interest
was a negative $1,500,000 transferred from the seller to the
Company.

The
Agreement provided for no continuing obligation or performance
obligations by the Company to the seller. While the Agreement
contemplated that the funds would be used for salvage and
transportation costs of the useable equipment, there is no
requirement that the funds be used for such. The Company could
leave the equipment in place without violating the terms of the
Agreement.

Management
determined that no liabilities were assumed beyond those known and
were part of the Adjustment Items as provided in the Agreement.
Management assessed the potential environmental and reclamation
requirements but did not identify any through the filing date of
the Form 10Q nor through the date of this letter.

●

Identify
where you recorded the underlying assets that you purchased under
this arrangement and how you determined the amounts
recorded.

Because
no consideration was transferred, management determined that the
purchase price was zero. Thus, no amounts were assigned to the
acquired assets. It is anticipated that refurbishing costs incurred
on these assets will be capitalized.

●

Provide
further details of the terms of the agreement with the sellers
including those related to any obligations you are required to
perform as part of this arrangement and any recourse that the
sellers may have as a result of non-performance.

See
responses above. The Company identified no continuing obligations
as part of the arrangement and there are no provisions for
non-performance in the Agreement.

●

Tell
us how your full recognition of the gain is consistent with your
expectation that you will incur $350,000 to $500,000 to finish
decommissioning of the Reynosa plant as disclosed at page
20.

The
Company is decommissioning the plant and disclosed the estimated
costs as part of the Financial Condition and Liquidity portion of
Management’ Discussion and Analysis. However, there is no
requirement under the Agreement that the plant be decommissioned.
The costs will be expensed or capitalized, as appropriate, when
incurred.

Closing Comments

In accordance with the Staff’s request, we acknowledge
that:

●

The
Company is responsible for the adequacy and accuracy of the
disclosure in its filings with the Commission;

●

Staff
comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to
the filings; and

●

The
Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

We hope
that our response adequately addresses the Staff’s comments
and respectfully request that the Staff advise us at its earliest
convenience if the Staff believes that any of the responses set
forth in this letter are incomplete or unsatisfactory, or if the
Staff has any further comments on our filings.

Sincerely,

/s/ Daniel L Parks

_______________________________________

By: Daniel L Parks

Its: Chief Financial Officer

December 4, 2018
Daniel L. Parks
Chief Financial Officer
United States Antimony Corporation
P.O.Box 643
Thompson Falls, Montana 59873
Re:United States Antimony Corporation
Form 10-K for Fiscal Year Ended December 31, 2017
Filed April 2, 2018
Form 10-Q for the Fiscal Quarter Ended September 30, 2018
Filed November 14, 2018
File No. 001-08675
Dear Mr. Parks:
            We have reviewed your filings and have the following comment.  In our comment, 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 providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q for the Fiscal Quarter ended September 30, 2018
Notes to Consolidated Financial Statements
Note 13. Plant Acquisition, page 12
1.We note you entered into a Member Interest and Capital Share Agreement in August 2018
to acquire a subsidiary of the sellers which includes an antimony plant, equipment and
land located in Reynosa, Mexico and that you accounted for this transaction as an asset
acquisition.  In addition to the assets acquired, we note you also received $1.5 million
from the sellers to “assist in the salvage and transportation costs of the useable
equipment” and that you recognized a $1.5 million gain on plant acquisition during the
third quarter.   Please address the following points:

•Tell us the consideration that you transferred as part of this arrangement and how you
determined its cost in accordance with ASC paragraphs 805-50-30-1 and 30-2.

 FirstName LastNameDaniel L. Parks
 Comapany NameUnited States Antimony Corporation
 December 4, 2018 Page 2
 FirstName LastName
Daniel L. Parks
United States Antimony Corporation
December 4, 2018
Page 2

•Identify where you recorded the underlying assets that you purchased under this
arrangement and how you determined the amounts recorded.

•Provide further details of the terms of the agreement with the sellers including those
related to any obligations you are required to perform as part of this arrangement and
any recourse that the sellers may have as a result of non-performance.

•Tell us how your full recognition of the gain is consistent with your expectation that
you will incur $350,000 to $500,000 to finish decommissioning of the Reynosa
plant as disclosed at page 20.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam at 202-551-3476 or Craig Arakawa at 202-551-3650 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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United States Antimony Corporation

P.O. Box 643

Thompson Falls, Montana 59873

June 23, 2014

VIA EDGAR

United States Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Division of Corporation Finance

Re:

United States Antimony Corporation

Registration Statement on Form S-3

File No. 333-195836

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), United States Antimony Corporation (the “Registrant”), hereby requests that the effective date of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 1:30 p.m. Eastern time, on Wednesday, June 25, 2014, or as soon thereafter as practicable.

The Registrant hereby affirms that it is aware of its obligations under the Securities Act. In connection with this acceleration request, the Registrant further acknowledges that:

●

should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*************

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform John C. Lawrence of the Registrant at (406) 827-3523 or Paul M. Boyd of Stoel Rives LLP at (208) 387-4247, and then send written confirmation to the address listed on the cover of the Registration Statement.

Very truly yours,

United States Antimony Corporation

By:           /s/ John C. Lawrence

John C. Lawrence

President

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101 S. Capitol Boulevard, Suite 1900

Boise, ID 83702

main 208.389.9000

fax 208.389.9040

www.stoel.com

Paul M. Boyd

Direct (208) 387-4247

pmboyd@stoel.com

June 3, 2014

VIA EDGAR SUBMISSION AND OVERNIGHT DELIVERY

Office of Chief Counsel

Division of Corporation Finance

100 F Street N.W.

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention:

       Ronald E. Alper

       James Lopez

Re:

United States Antimony Corporation

Form S-3 Registration Statement

Filed May 9, 2014

File No. 333-195836

Gentlemen:

On behalf of United States Antimony, a Montana corporation (the “Company”), please find below the Company’s response to the comment letter to John C. Lawrence, dated May 28, 2014, from the Staff of the Securities and Exchange Commission (the “SEC”), regarding the Company’s Form S-3 registration statement, filed on May 9, 2014. The Company’s response below corresponds to the caption and number of the comment (which is reproduced below in bold italics).

General

1.

We note your Form 8-K filed on December 20, 2014 for the annual meeting held on December 14, 2013. It appears that the 8-K was not timely filed and that you are not eligible to use Form S-3. See General Instruction I.A.3 to the Form S-3. Please advise us why you believe you are eligible to use the form.

Response:

On December 14, 2013, the Company held its 2013 annual meeting of shareholders (the “2013 Annual Meeting”) for the purpose of electing directors and ratifying the selection of the

United States Antimony Corporation

June 3, 2014

Page 2

Company’s independent registered accounting firm for the 2013 fiscal year. There were no other matters submitted to a vote of shareholders at the 2013 Annual Meeting.

The date of the 2013 Annual Meeting fell on a Saturday. Accordingly, pursuant to General Instruction B.1 to Form 8-K, with an intervening Sunday, the Company was required to report the results of the voting at the 2013 Annual Meeting on Tuesday, December 19, 2013. However, the Company inadvertently filed the Form 8-K to report the Item 5.07 information one day late, on Friday, December 20, 2013 (the “Late 8-K Filing”).

Because of the Late 8-K Filing, the Company acknowledges that it is not eligible to use a Form S-3 registration statement.

However, please be advised, that under separate cover, on behalf of the Company, we are requesting the staff of the Division of Corporation Finance not object to, and allow, the Company’s use of Form S-3, despite the Late 8-K Filing.

We believe the foregoing discussion is responsive to the Staff’s comment. Should you have any questions relating to the foregoing, please contact the undersigned at (208) 387-4247; pmboyd@stoel.com.

                                                      Respectfully submitted,

Stoel Rives LLP

/s/ Paul M. Boyd

Paul M. Boyd

cc:           John C. Lawrence (United States Antimony Corporation)

May 28, 2014

Via E -mail
John C. Lawrence
President
United States Antimony Corporation
P.O. Box 643
Thompson Falls, Montana 59873

Re: United States Antimony Corporation
  Registration Statement on Form S-3
Filed May 9, 2014
  File No. 333 -195836

Dear Mr. Lawrence:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and
circumstances o r do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. We note your Form 8 -K filed on December 20, 2014 for the annual meeting held on
December 14, 2013.  It appears that the 8 -K was not timely filed and that you are not
eligible to use Form S -3.  See General Instruction I.A.3 to the Form S -3.  Please advise u s
why you believe you are eligible to use the form.

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 Act of 1933 and
all applicable Securities Act rules require.   Since the company 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.

John C. Lawrence
United States Antimony Corporation
May 28, 2014
Page 2

Notwithstanding our comments, in  the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Ronald E. Alper at (202) 551 -3329 or James Lopez , at (202) 551 - 3536
with any questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director

cc: Paul M. Boyd, Esq.

August 29, 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
 Form 10 -K for Fiscal Year Ended December 31, 2011
Filed March 14, 2012
File No. 001 -08675

Dear Mr. Lawrence :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  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 rules require.

Sincerely,

 /s/ Pamela Howell
 for

John  Reynolds
Assistant Director

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UNITED STATES ANTIMONY CORPORATION

 POST OFFICE BOX 643

 THOMPSON FALLS, MONTANA  59873-0643

 406-827-3523

 406-827-3543 FAX

tfl3543@blackfoot.net E-MAIL

August 1, 2013

Securities and Exchange Commission

Washington, D.C., 20549

Re:
United States Antimony Corporation

Amendment No. 2 to Form 10-K for Fiscal Year Ended

December 31, 2011

Filed June 21, 2013

File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of July18, 2013, requesting that we amend our 2011 10K filing, amendment  No. 2., or, if appropriate, provide additional information per our 2011 10K filing, amendment No. 2.

Amendment No. 2 to form 10K for Fiscal Year Ended December 31, 2011

Response to Item 4, Mine Safety Disclosures, page 20:

1.

For the amended 2011 10K, we will delete the erroneous references to mine safety disclosures, Item 4, page 20.  The correct disclosure is on page 37, exhibit 95.  We will make the same corrections to the amended forms 10Q for the periods ending September 30, 2012, June 30, 2012, and March 31, 2012, and we will also delete the reference to mine safety disclosures on the table of contents for these same quarters.  We will delete the duplicate table for mine safety disclosures on page 15 of the 10Q for September 30, 2012.

2.

We will include signatures as required on the form 10K for 2011, including the signature of the controller.

Amendment No. 2 to forms 10Q for Quarterly Periods Ended March 31, 2012, and September 30, 2012

Response to Certifications:

●

We will correct the Section 906 certifications for the quarterly period ended March 31, 2012, to include the correct date of March 31, 2012.

●

We will correct the Section 302 certifications for the quarterly period ended September 30, 2012, to include the correct date for the certification for the President and Chief Executive Officer, and the Chief Financial Officer.

●

We will correct the Section 906 certifications, exhibits 32.1 and 32.2, for the quarterly period ended September 30, 2012, to include the correct quarterly period ended date of September 30, 2012.

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

Daniel L. Parks

Chief Financial Officer

July 18, 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. 2 to Form 10-K for the Year Ended
            December 31 , 2011
Filed June 21 , 2013
File No. 001 -08675

Dear Mr. Lawrence :

We have reviewed your filing 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 comments 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
respon se to these  comments, we may have  additional comments.

Amendment No. 2 to Form 10 -K for the Year Ended December 31, 2011

Item 4.   Mine Safety Disclosures, page 20

1. We reissue comment one in our letter dated February 1, 2013.   Please provide the
informa tion required by Item 104 of Regulation S -K in Exhibit 95 to the Form 10 -K.  See
Instruction 1 to Item 104 of Regulation S -K.  We note that in correspondence submitted
on February 19, 2013, the company indicated that it would attach the required
informatio n in a table format as Exhibit 95 to an amendment to the Form 10 -K for the
fiscal year ended December 31, 2011.   In addition, the information in this section should
be revised to remove the reference to “none” and instead provide the disclosure required
by Instruction 1 to Item 104 of Regulation S -K.  Similarly revise the Forms 10 -Q for the
periods ended September 30, 2012, June 30, 2012 and March 31, 2012.

Mr. John C. Lawrence
United States Antimony Corporation
July 18 , 2013
Page 2

Signatures

2. We partially reissue comment eight in our letter dated February 1, 2013.   The Form 10 -K
must be signed on behalf of the registrant by its principal executive officer or officers, its
principal financial officer or officers, its controller or principal acco unting officer, and by
at least the majority of the board of directors or persons performing similar
functions.   See General Instruction D(2) to Form 10 -K.  Please include the signature of
your principal accounting officer or your controller on behalf of t he registrant.   We also
note that the amended Form 10 -K filed on June 21, 2013 has not been signed.   Please
further amend th is Form 10 -K to provide the appropriate signatures.

Amendment No. 2 to Forms 10 -Q for Quarterly Periods Ended March 31, 2012 and September
30, 2012

Certifications

3. We note the following issues regarding certifications included in your amended filings:
 the Section 906 certifications filed with your amended Form 10 -Q for the
quarterly period e nded March 31, 2012  references March 31, 2011 instead of
March 31, 2012,
 the Section 302 certification for your President and Chief Executive Officer (i.e.,
Exhibit 31.1) filed with your amended Form 10 -Q for the quarterly period e nded
September 30, 2012 is not currently dated.  The certification  is dated June 30,
2012.
 The Section 302 certification for your Chief Financial Officer (Exhibit 31.2) filed
with your amended Form 10 -Q for the quarterly period ended September 30, 2012
is dated June 30, 2013.
 the Section 906 certifications (i.e., Exhibit s 32.1 and 32.2) filed with your
amended Form 10 -Q for the quarterly period e nded September 30, 2012 are for
the quarterly period ended June 30, 2012 instead of September 30, 2012.
Please revise your certifications and further amend your Form s 10-Q as appr opriate to
comply.

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 r ules require.   Since the company 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.

Mr. John C. Lawrence
United States Antimony Corporation
July 18 , 2013
Page 3

 You may contact Raj Rajan  at 202 -551-3388 or Brian 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. J enkins

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

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UNITED STATES ANTIMONY CORPORATION

POST OFFICE BOX 643

THOMPSON FALLS, MONTANA 59873-0643

406-827-3523

406-827-3543 FAX

tfl3543@blackfoot.net E-MAIL

                                                                                                           May 3, 2013

Securities and Exchange Commission

Washington, D.C., 20549

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 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

0

$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,

 2011

$126,000

N/A

$5,538

$40,001

None

$171,539

President and Chief
2010
$102,500

$5,538
 $13,520

$121,558

Executive Officer
2009
$100,000

$5,538
   $6,500

 $112,038

Russell Lawrence,

2011

  $85,000

N/A

$40,001

None

$125,001

Vice President for
2010
  $85,000

$13,520

   $98,520

Latin America
2009
  $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

*

69

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)

1

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

Daniel L. Parks

Chief Financial Officer

April 17 , 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 April 1 , 2013
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 providing the requested
information  or by advising us when you will provide the req uested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

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

Item 11. Executive Compensation, page 31

1. We note your response to comment one in our letter dated March 21, 2013, and we
reissue the comment.  Please provide us with draft tabular disc losure that you will include
in a further amended Form 10 -K to provide the information required by Item 402(p) of
Regulation S -K with respect to any outstanding warrants that have been issued to John C.
Lawrence and the restricted stock awards that John C.  Lawrence and Russell Lawrence
received for their services as members of the board of directors.  To the extent that you
are proposing revisions to the directors’ compensation table, in light of the removals from
the summary compensation table, please prov ide us with draft disclosure.  We may have
further comment.

Mr. John C. Lawrence
United States Antimony Corporation
April 17 , 2013
Page 2

 2. We note your response to comment two in our letter dated March 21, 2013.  Please revise
the summary compensation table provided in your response to include the requisite
information for Russell  Lawrence since the compensation he received for all services
rendered in all capacities to the company (including for his services as a director) appears
to have been in excess of $100,000.  Please also revise the summary compensation table
to include inf ormation regarding the restricted stock awards received by John C.
Lawrence and Russell Lawrence for their services as directors.  Additionally, please
advise us why the summary compensation table included in the Form 10 -K filed on
March 14, 2012 included substantial amounts in an “All Other Payouts” column and the
summary compensation table provided in your response does not appear to include such
amounts in the total compensation , as previously requested.

Item 12. Security Ownership of Certain Benefi cial Owners and Management, page 31

3. We partially reissue comment three in our letter dated March 21, 2013.  Please include
the requisite information to reflect the total amount of the voting class held by directors
and executive officers as a group, incl uding both the common stock and the preferred
stock.

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 company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 Please contact Tiffany Piland  at (202) 551 -3589 or Pamela Howell at (202) 551 -3357
with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

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UNITED STATES ANTIMONY CORPORATION

POST OFFICE BOX 643

THOMPSON FALLS, MONTANA 59873-0643

406-827-3523

406-827-3543 FAX

tfl3543@blackfoot.net E-MAIL

                                                                                                           April 1, 2013

Securities and Exchange Commission

Washington, D.C., 20549

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 March 6, 2013

File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of  March  21, 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 table for outstanding equity awards that we thought needed to be included in an amended 2011 Form 10K should not be included.  The options outstanding that we were going to include in the table were, in fact, warrants issued to the CEO in a prior year as part of an agreement with him to make a loan to the Company.  It appears that the table is meant to disclose outstanding equity awards for service based compensation, and the Company has not made any such awards in the year ending December 31, 2011, or in any prior years.

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 amounts included in the summary compensation table as restricted options/awards was not correct since these amounts were not connected to compensation as an officer, but were for services provided as a director of the Company.  We had proposed to include Russell Lawrence in this table due to his receipt of fees for service as a director, and now have concluded that he should not be included in the table since he did not receive compensation as an officer in excess of $100,000.  We propose to include the amended summary compensation table 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)

Restricted Options/Awards (2)

All Other Compensation

Total

John C. Lawrence,

2011

$126,000

N/A

$5,538

None

$131,538

President and Chief

2010

$102,500

$5,538

$108,038

Executive Officer

2009

$100,000

$5,538

$105,538

(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

Neither Russell Lawrence nor John Gustaven received compensation in excess of $100,000 in any year, and are therefore not included in the summary compensation table.

Response - 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. 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

*

69 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)

100.0

2.8

 (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

Daniel L. Parks

Chief Financial Officer

March 21 , 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 March 6 , 2013
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 providing the requested
information  or by advising us when you will provide the req uested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

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

Item 11. Executive Compensation, page 31

1. We note your response to comment one in our letter dated February 27, 2013, and we
reissue the comment.  While you have provided the table requ ired by Item 402(p) of
Regulation S -K in the response to comment two, your response to comment one stated
that there were no grants of plan based awards.  Please note that Item 402(p) refers to the
outstanding equity awards table, not the grants of plan ba sed awards table.  In addition,
we note that you made restricted stock awards to two executive officers in fiscal year
2011, one of whom appears to be Russell Lawrence, according to the summary
compensation table disclosure.  Please provide us with draft t abular disclosure that you
will include in a further amended Form 10 -K to provide the information required by Item
402(p) of Regulation S -K.  Please include the information required by Item 402(p) of

Mr. John C. Lawrence
United States Antimony Corporation
March 21 , 2013
Page 2

 Regulation S -K for Russell Lawrence or advise us why suc h information is not required
to be disclosed.

2. We partially reissue comment two in our letter dated February 27, 2013.  The dollar
amounts for the draft summary compensation table do not appear consistent with the
prior summary compensation table, which  reflected amounts in the all other payouts
column, and the totals do not match up.  Please revise or advise.

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

3. We note your response to comment three in our letter dated Feb ruary 27, 2013.  Your
disclosure that shares of Series B Preferred stock beneficially owned by Excel Mineral
Company represent 1% of all voting securities would appear to be inconsistent with your
disclosure in footnote 5.  Please revise or advise us of th e basis for your disclosure.
Please revise to include the requisite information with respect to the shares of Series C
Preferred stock beneficially owned by Richard A. Woods.  Please revise to include more
precise percentages.  In this regard, please spec ify the precise percentage in lieu of
indicating “nil.”  Please note that if the percentage does not exceed one percent, you may
indicate this fact by means of an asterisk and explanatory footnote or similar means in
lieu of furnishing a precise percentage .  Please revise to include the requisite information
with respect to the directors and executive officers as a group, including Series D
Preferred stock.

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.

 Please contact Tiffany Piland  at (202) 551 -3589 or Pamela Howell at (202) 551 -3357
with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

    uamy_corresp.htm

UNITED STATES ANTIMONY CORPORATION

POST OFFICE BOX 643

THOMPSON FALLS, MONTANA  59873-0643

406-827-3523

406-827-3543 FAX

tfl3543@blackfoot.net E-MAIL

March 5, 2013

Securities and Exchange Commission

Washington, D.C., 20549

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 February 19, 2013

File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of February 27, 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.

2) The following table will be included in our amended 2011 10K:

Outstanding Equity Awards at

Fiscal Year End

Number of Securities Underlying

Unexercised Options

Number of Securities

Average

Exercise

Option

Exercise

Underlying Unexercised

Name

Unearned Options

Price

Dates

Exercisable

Unexercisable

#

#

John C. Lawrence

250,000

0

0

$
0.40

None

(Chairman of the Board Of

Directors and Chief Executive Office)

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)

Restricted Options/Awards (2)

All Other Compensation

Total

John C. Lawrence, President and Chief Executive Officer

2011

 2010

 2009

$
126,000

 $102,500

 $100,000

N/A

$
5,538

 $5,538

 $5,538

$
40,001

 $13,520

 $6,500

None

$
171539

 $121,558

 $112,038

Russell Lawrence, Vice President for Latin America

2011

 2010

 2009

$
85,000

 $85,000

 $85,000

N/A

$
40,001

 $13,520

 $6,500

None

$
125,001

 $98,520

 $91,500

(1)

Represents earned but unused vacation.

(2)

These figures represent the fair values, as of the date of issuance, of the annual director's fees paid in the form of shares of USAC's common stock.

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.

Two executive officers, the President/CEO and the Vice-President for the Latin American Operations, received restricted stock awards for their services as Board members.

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

Neither Russell Lawrence nor John Gustaven received compensation in excess of $100,000 in any year, and are therefore not included in the summary compensation table, except that Russell Lawrence is included as having received stock as compensation for services as a member of the Board of Directors.

Response - 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.  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

Common stock

Reed Family Limited Partnership

3,918,335

7

7

328 Adams Street

Milton, MA 02186

Common stock

The Dugan Family

6,362,927

(3)

11

11

c/o A. W. Dugan

1415 Louisiana Street, Suite 3100

Houston, TX 77002

Series B Preferred

Excel Mineral Company

750,000

 (5)

100

1

PO Box 3800

Santa Barbara, CA 93130

Series C Preferred

Richard A. Woods

48,305

 (4)

59 Penn Circle West

Penn Plaza Apts

Pittsburgh, PA 15206

Series C Preferred

Dr. Warren A. Evans

48,305

 (4)

27

Nil

69 Ponfret Landing Road

Brooklyn, CT 06234

Series C Preferred

Edward Robinson

32,203

 (4)

18

Nil

1007 Spruce Street 1st Floor

Philadelphia, PA 19107

Series C Preferred

All Series C Preferred Shareholders as a group

177,904

 (4)

100

Nil

Common stock

John C. Lawrence

4,103,653

 (2)

7

7

Common stock

Pat Dugan

156,000

Nil

Nil

Common stock

Russ Lawrence

156,000

Nil

Nil

Common stock

Leo Jackson

292,000

Nil

Nil

Common stock

Gary Babbitt

134,167

Nil

Nil

Common stock

Daniel Parks

4,500

Nil

Nil

Common stock

All directors and executive officers as a group

4,846,320

9

8

Series D Preferred

John C. Lawrence

1,590,672

 (4)

91

3

Series D Preferred

Leo Jackson

102,000

5

Nil

Series D Preferred

All Series D Preferred Shareholders as a group (3 persons)

1,751,005

 (4)

100

3

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 56,307,382 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 3,801,653 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 owenrship.

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 owenership.

4)

The outstanding Series C and Series D perferred 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.

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,

Daniel L. Parks

Chief Financial Officer

February 27, 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 February 19, 2013
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 providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  addit ional comments.

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

Item 11. Executive Compensation, page 31

1. We note your response to comment five  in our letter dated February 1, 2013 and 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 provide
us with draft tabular disclosure that you will include in a further amended Form 10 -K to
provide the in formation required by Item 402(p) of Regulation S -K with respect to your
outstanding and vested stock awards.

Summary Compensation Table, page 31

2. We note your response to comment six  in our letter dated February 1, 2013 and we
reissue the comment.  The  summary compensation table you provided in your draft

Mr. John C. Lawrence
United States Antimony Corporation
February 27, 2013
Page 2

 disclosure is not in the format required by Item 402(n) of Regulation S -K.  Please provide
us with draft disclosure of a summary compensation table in the format required by Item
402(n) of Regulation S -K that you will include in a further amended Form 10 -K.  In the
summary compensation table you provide, please include footnote disclosure for the all
other compensation as required by Item 402(n)(2)(ix) of Regulation S -K.  In addition, the
dollar amounts  in the draft summary compensation table do not appear consistent with
the prior summary compensation table, which reflected amounts in the all other payouts
column.  Please revise or advise.

Item 12. Security Ownership of Certain Beneficial Owners and Ma nagement, page 31

3. We reissue comment seven in our letter dated February 1, 2013.  We note that you have
provided separate disclosure for each separate class of securities.  However, footnote four
states that the Series A, C and D preferred shares carry vo ting rights.  Please provide the
disclosure pursuant to Item 403 of Regulation S -K regarding the voting class of
securities.  Please provide us with draft disclosure of the proposed revised table.

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.

 Please contact Tiffany Piland  at (202) 551 -3589 or Pamela Howell at (202) 551 -3357
with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

CORRESP
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filename1.htm

    uamy_corresp.htm

  UNITED STATES ANTIMONY CORPORATION

POST OFFICE BOX 643

THOMPSON FALLS, MONTANA  59873-0643

406-827-3523

406-827-3543 FAX

tfl3543@blackfoot.net E-MAIL

February 19, 2013

Securities and Exchange Commission

Washington, D.C., 20549

Re:

United States Antimony Corporation

Form 10-K for Fiscal Year Ended

December 31, 2011

Filed March 14, 2012

File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of February 1, 2013, requesting that we amend our 2011 10K filing, or, if appropriate, provide additional information per our 2011 10K filing.

Response to Item 4, Mine Safety Disclosures, page 20

 We will attach required information in a table format as Exhibit 95 to our amended 2011 10-K.

Response to Item 7BCritical Accounting Estimates, page 25

We will include the following disclosure regarding critical accounting estimates in our amended 2011 10-K filing.

Item 7B.   Critical Accounting Estimates

We have, besides our estimates of the amount of depreciation on our assets, two critical accounting estimates.

●

  The value of our unprocessed purchased ore in our inventory is based on assays taken at the time the ore is delivered, and may vary when the ore is processed and final settlement is made.  We assay purchased ore to estimate the amount of antimony contained per metric ton, and then make an advance payment based on the Rotterdam price of antimony and the % of antimony contained.  Our payment scale incorporates a penalty for ore with a low percentage of antimony.  After processing the ore and determining a final recovery of the amount of antimony metal in a lot of purchased ore, a final settlement is made, and any underpayment or overpayment is accounted for.  It is reasonably likely that the initial assay used for advance payment will differ from the amount of metal recovered from a given lot.  If the initial assay of a lot of ore on hand at the end of a reporting period were different, it would cause a change in our reported inventory and accounts payable amounts, but would not change our reported cost of goods sold or net income amounts.  At December 31, 2011, if we had overestimated the per cent of antimony in our total inventory of purchased ore by 2.5%, (a 10% correction to the amount of antimony metal contained if we estimated 25.0% antimony per metric ton), the amount of our inventory and accounts payable would be smaller by approximately $64,000.  Our net income would not be affected.  The amount of the accounting estimate is in a constant state of change because the amount of purchased ore and the per cent of metal contained are constantly changing.  Due to the amount of ore on hand at the end of a reporting period as compared to the amount of total assets, liabilities, equity, and the ore processed during a reporting period, any change in the amount of estimated metal contained would likely not result in a material change to our financial condition.

●

The asset recovery obligation and asset on our balance sheet is base on an estimate of the future cost to recover and remediate our properties as required by our permits upon cessation of our operations, and may differ when we cease operations.  As of December 31, 2011, we made an estimate that the cost of the machine and man hours probable to be needed to put our properties in the condition required by our permits once we cease operations would be $134,000.  For purposes of the estimate, we used a probable life of 20 years and costs that, initially, are comparable to rates that we would incur at the present.  We are adding to (an accretion of 6%) the liability each year by $8,040, and amortizing the asset over 20 years ($6,700 annually), which decreases our net income in total each year by $11,740.  We will make periodic reviews of the remaining life of the mine and other operations, and the estimated remediation costs upon closure, and adjust our account balances accordingly.  At this time, we think that an adjustment in our asset recovery obligation in future periods would not have a material impact in the year of adjustment, but would change the amount of the annual accretion and amortization costs charged to our expenses by an undetermined amount.

Response to Item 9A Controls and Procedures, page 25

We will add disclosure to our 2011 amended 10-K so that it reads as follows:

Changes in internal control over financial reporting

During the quarter ended December 31, 2011, we hired a Certified Public Accountant to be the Chief Financial Officer.  As Chief Financial Officer, he will oversee the preparation of our quarterly and annual financial statements and SEC filings.  He will assist the Controller in application of generally accepted accounting principles as necessary, will assess and implement internal controls, and will work on special projects as directed by the Board of Directors and management.

There were no other significant change to internal controls for the quarter or year ended December 31, 2011.

Response to Item 11 Executive Compensation, page 31

No.4

We will add the following disclosure to our 2011 amended 10-K:

For the year ended December 31, 2011, The Chief Executive Officer (CEO) received an increase in base compensation of $24,000 annually.  The Board of Directors determined that the CEO’s compensation for the prior year ended December 31, 2010, was substantially less than that of Chief Executive Officers for similar companies, and that a raise was appropriate to compensate the CEO for management of a Company with the complexities of United States Antimony Corporation.

No. 5

We will amend our disclosure to our 2011 10-K as follows:

Annual Compensation

Long-Term Compensation

Awards

Payouts

Name and Principal Position

Year

Salary

Bonus

Other Annual Compensation (1)

Restricted Options/Awards (2)

Securities underlying

LTIP SARS

All Other

Payouts

All Other Compensation

John C. Lawrence,

2011

$
126,000

N/A

$
5,538

$
40,001

None

None

None

President and Chief

2010

$
102,500

$
5,538

$
13,520

Executive Officer

2009

$
100,000

$
5,538

$
6,500

Russell Lawrence,

2011

$
85,000

N/A

$
40,00

None

None

None

Vice President

2010

$
85,000

$
13,52

for Latin America

2009

$
85,000

$
6,500

(1)
Represents earned but unused vacation.

(2)
These figures represent the fair values, as of the date of issuance, of the annual director's fees paid in the form of shares of USAC's common stock.

2

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.

Two executive officers, the President/CEO and the Vice-President for the Latin American Operations, received restricted stock awards for their services as Board members.

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

Response to Summary Compensation Table, page 31

No. 6

See amended disclosure in table above; neither Russell Lawrence nor John Gustaven received compensation in excess of $100,000 in any year, and are therefore not included in the summary compensation table, except that Russell Lawrence is included as having received stock as compensation for services as a member of the Board of Directors.

Response - Security Ownership of Certain Beneficial Owners and Management, page 31

No. 7

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.

Response – Signatures

NO. 8

We will revise our 10-K filing to include the signature of our Controller, and will amend the 10-KA and the 10Q/A’s to provide an appropriate signature and dates.

Response – Certifications

No. 9

We will file updated section 302 and 906 certifications to our amended 2011 10-K with current dates.

Response - Item 2 Management’s Discussion and Analysis or Plan of Operations, Page 11

NO. 10

We will delete the non-GAAP measure EBITDA per/lb of Metal.

3

Following is an amended calculation of EBITDA by operating division, as an example of amendments that will be made to the forms 10Q for June 30 and September 30, 2012:

Results of Operations by Division

Antimony - Combined USA

3rd Qtr

3rd Qtr

Nine Months

Nine Months

   and Mexico

2012

2011

2012

2011

Lbs of Antimony Metal USA

314,053

385,279

1,020,085

1,037,237

Lbs of Antimony Metal Mexico:

57,545

45,918

233,163

166,789

   Total Lbs of Antimony Metal Sold

371,598

431,197

1,253,248

1,204,026

Sales Price/Lb Metal

$
5.31

$
6.15

$
5.33

$
6.09

Net income (loss)/Lb Metal

$
(0.42
)

$
1.43

$
(0.39
)

$
0.64

Gross antimony revenue - net of discount

$
1,974,535

$
2,649,889

$
6,678,725

$
7,337,484

Precious metals revenue

144,082

142,421

525,707

480,003

Production costs - USA

(1,173,827
)

(1,639,741
)

(4,200,298
)

(5,128,984
)

Product cost - Mexico

(268,735
)

(214,437
)

(1,088,871
)

(778,905
)

Direct sales and freight

(63,225
)

(87,500
)

(277,204
)

(200,612
)

General and administrative - operating

(246,148
)

(56,487
)

(702,626
)

(171,702
)

Mexico non-production costs

(135,049
)

(9,651
)

(316,346
)

(128,444
)

General and administrative - non-operating

(313,378
)

(115,932
)

(913,350
)

(484,790
)

 Net interest

627

(2,321
)

4,175

122

   EBITDA

(81,118
)

666,241

(290,088
)

924,172

Depreciation & amortization

(75,574
)

(51,746
)

(198,050
)

(148,612
)

Net income (Loss) - antimony

$
(156,692
)

$
614,495

$
(488,138
)

$
775,560

Zeolite

Tons sold

2,260

2,819

8,960

8,662

Sales Price/Ton

$
237.39

$
191.45

$
223.50

$
166.77

Net income (Loss)/Ton

$
(8.16
)

$
33.20

$
14.09

$
10.24

Gross zeolite revenue

$
536,506

$
539,698

$
2,002,546

$
1,444,552

Production costs

(402,165
)

(262,645
)

(1,380,675
)

(835,758
)

Direct sales and freight

(39,659
)

(42,610
)

(129,378
)

(129,691
)

Royalties

(47,945
)

(24,266
)

(176,992
)

(121,317
)

General and administrative

(10,093
)

(62,982
)

(31,908
)

(119,800
)

   EBITDA

36,644

147,195

283,593

237,986

Depreciation

(55,077
)

(53,617
)

(157,355
)

(149,254
)

Net income  (Loss) - zeolite

$
(18,433
)

$
93,578

$
126,238

$
88,732

Company-wide

Gross revenue

$
2,655,123

$
3,332,008

$
9,206,978

$
9,262,039

Production costs

(1,844,727
)

(2,116,823
)

(6,669,844
)

(6,743,647
)

Other operating costs

(542,119
)

(283,496
)

(1,634,454
)

(871,566
)

General and administrative - non-operating

(313,378
)

(115,932
)

(913,350
)

(484,790
)

Net interest

627

(2,321
)

4,175

122

   EBITDA

(44,474
)

813,436

(6,495
)

1,162,158

Income tax benefit (expense)

74,311

(24,426
)

Depreciation & amortization

(130,651
)

(105,363
)

(355,405
)

(297,866
)

Net income  (Loss)

$
(175,125
)

$
708,073

$
(287,589
)

$
839,866

4

Response to No. 11

We will amend all three quarters to include this proposed type of disclosure, as if it was made to the June 30, 2012, form 10Q:

ITEM 2.                      Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued

The pounds of antimony produced and sold was up 70,000 lbs ($452,000) from the same quarter in the prior year, but the sales price per pound was down $1.10 ($352,000) from the same prior year quarter.  The cost of production in the USA was down by $275,000 and $361,000 for the quarter and six months ended June 30, 2012, respectively, due to the decrease in the cost of antimony metal, but the cost of product from Mexico was up $190,000 and $435,000 for the quarter and six months ended June 30, 2012, respectively, due to the increase in the amount of product received from Mexico. The non-production costs in Mexico were up $125,000 and $68,000 for the quarter and six months ending June 30, 2012, compared to the same periods for 2011, primarily due to the inefficiencies of starting a major production facility.  A temporary decrease in the delivery of raw materials from a major supplier in June resulted in decreased results for the quarter, but the deliveries have resumed and are on schedule. The pounds of product (raw material) from Mexico increased by 40,000 and 93,000 lbs for the quarter and the six months, respectively, and we should see additional increases in the upcoming quarters.  Costs incurred in getting the Mexico plants in operation were substantial in 2012, and will continue during the remainder of the year as production is being ramped up.  Conversely, we will have more antimony products from Mexico to sell, and the cost of raw material per pound of antimony produced will decrease as we are able to work more raw materials from Mexico into our production.  In addition, we expect to have increased revenue from precious metals as we process more of the raw materials supplied by our Mexico division.  We contracted in July, 2012, to install a natural gas pipeline for our Mexico smelter operation that we expect to cost $1MM.  Our fuel costs are our second largest expense after raw material in Mexico, and we are expecting the switch from propane to natural gas to decrease our Mexico fuel costs by 75% when the pipeline is complete.  The pipeline should be completed in approximately nine to twelve months.

Our zeolite sales increased by $297,000 and $604,000 for the quarter and six months ended June 30, 2012,  over the comparable periods for 2011, and the average sales price per ton increased by $86 and $70 per ton for the quarter and six months ended June 30, 2012, when compared to same periods of the prior year.  This was due to an increase in the tons of zeolite sold of 118 and 874 tons for the quarter and six months ended, and an increase in the sales price due to an additive for a customer.  The additive also was a primary cost in the increase in our cost of production for zeolite, along with the increase in the amount of product sold.  We expect higher sales prices and production costs to continue through the remainder of the year.

Our general and administrative costs were up $85,000 and $93,000 for the quarter and six months ended June 30, 2012, in comparison to the same periods from 2011.  Management is aggressively seeking ways to bring this cost down.

Financial Condition and Liquidity

Our net working capital increased by $3,267,000 from December 31, 2011.  This was primarily due to a $582,000 increase in cash from operations, and $4,711,000 cash from the sale of stock, versus $1,163,000 net cash from the sale of stock for the same period in 2011.  The increase in cash from operating activities was largely due to a decrease in accounts receivable of $835,000, versus an increase of $349,000 for the same period in 2011.  We spent $1,370,000 and $1,038,000 ca

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

CORRESP
1
filename1.htm

    uamy_corresp.htm

January 4, 2013

Securities and Exchange Commission

Washington, D.C., 20549

Re:

United States Antimony Corporation

Form 10-K for Fiscal Year Ended

December 31, 2011

Filed March 14, 2012

File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of December 19, 2012, requesting that we amend our 2011 10K filing, or, if appropriate, provide additional information per our 2011 10K filing.

Response to comments 1, 3, 4, and 6

 We are filing an amended Form 10K for the year ended December 31, 2011, to include the information requested in your letter dated November 26, 2012.  We are also filing amended Forms 10Q for the periods ending June 30, 2012, and September 30, 2012, to include the requested changes per item 19 in your letter dated November 26, 2012, and item 4 in your letter dated December 19, 2012.  We are filing an amended Form 10Q for the period ending March 31, 2012, to add the disclosure requested per item 4 in your letter dated December 19, 2012.

Response to comment 2

We confirm that on our next Form 10K we will provide the identity of the customers upon which we are dependent.

Response to comment 5

 We have added the Series B preferred stock to the information in the table “Security Ownership of Certain Beneficial Owners and Management”.  The amended Form 10K for 2011 has corrected the “as of March 25, 2011” date to the proper date “as of March 15, 2012”.  Although the cumulative dividends for the Series B preferred stock are in arrears, the Board has not declared any dividends for this class of stock as due and payable.  Therefore, we are not in default in the payment of declared dividends, and the Series B shareholders do not have any voting rights as of December 31, 2011.

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,

Daniel L. Parks

Chief Financial Officer

December 19 , 2012

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
 Form 10-K for Fiscal Year Ended
            December 31 , 2011
Filed March 14 , 2012
                        Definitive Proxy Statement on Schedule 14A
                        Filed October 25, 2012
Response submitted December 10 , 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 understan d 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 comments apply to your fa cts 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.

Form 10 -K for Fiscal Year Ended December 31, 2011

1. We note that you intend to incorporate your responses to our comments into your Form
10-K for the year ended December 31, 2012.  We believe that the disclosures in your
Form 10 -K for the fiscal year ended Dec ember 31, 2011 remain relevant to investors.
Given this, we believe a substantive amendment to your Form 10 -K for the year ended
December 31, 2011 is necessary to comply with our comments.  To this extent, we
reissue comments  1, 3-11, and 14 -17 from our  letter dated November 26, 2012.   With
your next response letter, please provide us with draft disclosure which will appear in
your amended Form 10 -K or amend your Form 10 -K to provide the revisions requested in
our comments.

Mr. John C. Lawrence
United States Antimony Corporation
December 19 , 2012
Page 2

Item 1.  Description of Business

Antimony Division, page 3

2. We note your response to comment 2 in our letter dated November 26, 2012, and we
reissue the comment.  Please note that as an accelerated filer you are subject to the
reporting requirements of Item 101(c )(1)(vii) of Regulation S -K.  Please confirm that in
your next Form 10 -K, you will provide the identity of the customers upon which you are
dependent.

Item 7. Management’s Discussion and Analysis  or Plan of Operations

Financial Condition and Liquidi ty, page 27

3. We note your response to comment 12 in our letter dated November 26, 2012, and we
reissue the comment.  Please note a reference to your financial statements which
describe s your various liquid assets and your debt obligations is not sufficient .  Your
discussion must identify and separately describe internal and external sources of liquidity
as well as any known demands or commitments which will result in your liquidity
increasing or decreasing in a material way.  Please refer to Item 303(a)(1) of Regulation
S-K and revise Management’s Discussion and Analysis  accordingly.  In your
amendment, please quantify the outstanding obligation to pay dividends in arrears on
your preferred stock and discuss the effect  this has or may have upon your ability to raise
additional funds.

Item 9A. Controls and Procedures

Changes in Internal Control Over Financial Reporting, page 28

4. We note you r response to prior comment 13.  Your response did not address our
comment, thus the comment will be reissued.  Please  revise to 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 c ontrol over financial rep orting.  Refer to Item 308(c) of Regulation S -K.  We
also note the lack of similar disclosures in your Forms 10 -Q for the quarters ended March
31, 2012, June 30, 2012 and September 30, 2012.   Please note that these disclosures
should also specifically clarify the control changes made to address your material
weaknesses .  Please revise.

Security Ownership of Certain Beneficial Owners and Management, page 33

5. We note that you have provided separate disclosure for each separate class of securities.
However, footnote four states that the preferred shares carry voting rights.  We also note

Mr. John C. Lawrence
United States Antimony Corporation
December 19 , 2012
Page 3

 the conversion feature of the Series D preferred stock.  Please provide th e disclosure
pursuant to Item 403 of Regulation S -K regarding the voting class of securities.  Lastly,
we note the disclosure in footnote eight to the financial statements that Series B has no
voting rights absent a default in the payment of declared divid ends.  We note that the
cumulative dividends on the Series B preferred stock are in arrears.  Clarify whether this
has resulted in Series B shareholders having voting rights.  If so, please revise the table to
include those voting shares, as required by It em 403.

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 13

6. We note your response to prior comment 19 that you intend to incorporate your responses
to our comments into your Form  10-K for the year ended December 31, 2012. We believe
that the disclosures in your  Forms 10 -Q for the quarterly periods ended June 30, 2012 and
September 30, 2012 remain relevant to investors.  Given this, we believe a substantive
amendment to your Forms 10 -Q for such periods is necessary  to comply with our
comments 18 and 19.  With your next response  letter, please provide us with draft
disclosure which will appear in your amended Forms10 -Q or amend your Form s 10-Q.

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

Election of Directors, page 5

7. 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.

8. 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 changes 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.

Fiscal Yea r 2012 Compensation Plan, page 11

9. We note that you made restricted stock awards to two executive officers in fiscal year
2012.  Please amend your Form 10 -K to include the information required by Item 402(p)
with respect to your outstanding and vested stoc k awards.  Provide draft disclosure in
your response.

Mr. John C. Lawrence
United States Antimony Corporation
December 19 , 2012
Page 4

Summary Compensation Table, page 12

10. Please amend 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 the all other compensation, as required by Item 402(n)(2)(ix).

11. Please revise your summary compensation table to include either Russell C. Lawrence or
John Gustaven or tell us why these individuals should not be included.  See Item
402(m)(2)(iii) of Regulation S -K.

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 company 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.  If you
have questions concerning the Engineering comments contact George K. Schuler, Mining
Engineer at 202 -551-3718 .  Please contact Adam Turk at 202 -551-3657 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

CORRESP
1
filename1.htm

    usantimony-corresp_17433.htm

December 7, 2012

Securities and Exchange Commission

Washington, D.C., 20549

Re:

United States Antimony Corporation

Form 10-K for Fiscal Year Ended

December 31, 2011

Filed March 14, 2012

File No. 001-08675

Dear Sirs:

Set forth below is our response to your comment letter of November 26, 2012, requesting that we amend our 2011 10K filing, or, if appropriate, provide additional information per our 2011 10K filing.  We do not disagree with your requests for increased and expanded disclosure, and it is our intent to comply.  We do not think that filing an amended 10K for the year ended December 31, 2011, is appropriate.  Considering that we will be filing our 2012 Form 10K in less than 90 days, we believe that the best option for our investors and the readers of our financial statements is to incorporate your comments into our 10K filing for the year ended December 31, 2012.

We have, hopefully, provided enough information in our attached responses to your comments to permit us to comply as above.  We will refer to regulation S-K and Interpretation 33-8350 when preparing future 10K and 10Q filings.  We are always ready to provide better information for readers of our financial statements.

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,

Daniel L. Parks

Chief Financial Officer

Responses

Form 10-K for Fiscal
Year Ended December 31, 2011

Item 1. Description of Business

Antimony Division, page
4

1.    We note that your share of the domestic antimony market is currently 4% and that Chinese producers supply 92% of the world’s antimony demand.  Given this, please provide the information required by Item 101(h) (4) (iv) of Regulation S-K. Alternatively, please tell us why such information would not be material to investors.

RESPONSE:

a) We are less than 1% of the world’s supply of antimony.

b) Our method of competition for global and domestic business is that we have established a reputation for quality products delivered on a timely basis, and we are a non-Chinese supplier of antimony products.  Being a domestic producer gives us the advantage of avoiding long shipping times, delays at ports, etc.  We are an alternative to Chinese antimony government controlled mining and production. It should be noted that we are the sole domestic producer of antimony products and have 2 of the 3 operating smelters in North and South America.

c) Our competitive strengths are our product quality and consistency, our ability to ship on short notice to U.S. domestic customers, and that we are a domestic supplier of antimony products.

d) We are have now and will have even greater control of our raw material in the future, and therefore, be able to be more responsive to our customers’ needs.

e) We are a vertically integrated company with our own mine, mill, and smelter, and exclusive suppliers, which gives us independence and certainty of supply for our U.S. customers.

2.    We note your disclosure on page 4 and in Note 2- Concentration of Credit Risk on page F-6 that during 2011, 72% of sales were made to three customers.  Please revise to provide disclosures required by Item 101(h) (iv) of Regulation S-K related to this concentration.

RESPONSE: We have included expanded disclosure in our 10Q filing for the nine months ending September 30, 2012, disclosing our three largest customers identified as customers A, B, and C, and their individual sales, total sales for all three, and the percent of total revenue  that they comprise, in a comparative format with the prior year.  This disclosure will be part of our 10K filing for the year ending December 31, 2012, and all future filings with the SEC.

We would note that our Chinese competitors, who are government controlled, do not disclose their customers.  If we disclose our customers by name, it will put us at a competitive disadvantage, and potentially subject us to predatory actions by such competitors. If necessary, we seek a waiver of any requirement to disclose customers by name. This regulation does not adequately consider the reality of a small company competing against government controlled entities in a global market.

Item 2. Description of Properties

Los Juarez Group, page 12

3.    We note you disclose a reserve estimate prepared for your property by the Mexican Government, this disclosure is not recognized by the SEC, and your company does not claim any reserves.  The provisions in Industry Guide 7 preclude the use of any terms other than proven or probable reserves for disclosure within SEC documents.  Please modify your disclosure by reclassifying this estimate to mineralized material or another description as is appropriate.  In this instance, you also need to disclose that such a deposit would not qualify as a reserve, until a comprehensive evaluation, such as a final or bankable feasibility study concludes
legal and technical viability, and economic feasibility.

RESPONSE: We will delete the word reserve, and replace it with the phrase “a deposit of mineralized material”, and we will add the sentence “Such a deposit does not qualify as a reserve until a comprehensive evaluation, such as a final or bankable feasibility study concludes legal and technical viability, and economic feasibility”, for the 10K filing for December 31, 2012, and all future filings with the SEC.

Zeolite Division, page 15

4.    We note your description of your zeolite property on this page indicates that the mine/plant site is located 7 miles west of Preston Idaho, but your map indicates a location east of Preston Idaho.  Please modify your filing and correct this discrepancy.

RESPONSE:  We will delete the word “west”, and replace it with “east” for all future filings.

Mine Safety Disclosures, page 21

5.    Please provide the disclosure required by Item 104 of Regulation C.  See also the Instruction to Item 104 of Regulation C.

RESPONSE: We have included disclosure for item 104 of regulation C and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 in our 10Q filing for the nine months ending September 30, 2012, as Item 4 on page 14. We believe that this information complies with the required disclosure of Item 104 and the Dodd-Frank requirements, but will review our columnar headings to ensure that they are correct and complete.  We will include this disclosure with the 10K filing for the year ending December 31, 2012, and all future filings with the SEC.

6.    We note your filing did not
include the information
regarding your Mine Safety and Health
Administration (MSHA) citations received by your U. S.
operations, specifically your Bear River Zeolite Company as
required by Section 1503 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010.  Please modify your filing
to include this required
information.

RESPONSE:  See Response, No. 5 above.

Item 7.  Management’s Discussion and Analysis
or Plan of Operations, page 24

General

7.    Management’s Discussion and Analysis is one of the most critical aspects of your disclosure. As such, we ask that you revise this section to provide an enhanced executive overview to discuss the events, trends, and uncertainties that management views as most critical to the company’s revenues, financial position, liquidity, plan of operations and results of operations. In an effort to assist you in this regard, please refer to the guidance in SEC Release 33-8350, available on the SEC website at www.sec.gov./rules/interp/33-8350.htm.  This guidance is intended to elicit more meaningful disclosure in MD&A in a number of areas, including the
overall presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, commitments, events and uncertainties, and specific guidance on disclosures about liquidity, capital resources and critical accounting.

RESPONSE: For the 10K to be filed for the year ending December 31, 2012, and for all future filing with the SEC, as appropriate, we will expand our MD&A discussion to include the following:

a)

Our expectations of increased sales due to availability of more raw material from Mexico;

b)

The effect of an improving world economy on our product price;

c)

The effect of an increase in furnace capacity and hours of crusher operation;

d)

The reduction of our fuel cost for the smelter when our natural gas line is completed;

e)

The potential decrease in raw material costs due to ore from our Los Juarez mine;

f)

A discussion of the installation of a 500 ton per day ball mill and flotation plant by the end of 2013;

g)

How much cash we raised through stock sales in 2012, how we used it, and how we propose to utilize any remaining cash in ensuing periods;

Details of future cash requirements not covered by the above discussions

8.    Please revise to include a critical accounting estimates section to address the existence of highly material estimates or assumptions and how these matters may affect the financial statements.  Your revised disclosure should supplement, not duplicate, the description of accounting policies that are already disclosed in the notes to the financial statements. Your disclosure should discuss the judgments and uncertainties that affect the application of your critical accounting policies and the likelihood that materially different amounts could be reported under different conditions or using different assumptions.  Please refer to the Commission’s
guidance concerning Critical Accounting Estimates and revise Management’s Discussion and Analysis to comply with the required disclosures as necessary.  The guidance is available on the SEC website at www.sec.gov./rules/interp/33-8350.htm.  Please note that your response letter dated October 13, 2010 indicated that you will include such disclosures in future filings.

RESPONSE: We will include a critical accounting estimates section in our 10K filing for the year ending December 31, 2012,and all future filings with the SEC, that will include the following:

·

The cost of our unprocessed purchased ore in inventory is based on assays taken at the time the ore is delivered, and may vary when the ore is processed and final settlement is made;

·

The Asset Recovery Obligation on our balance sheet is based on an estimate of the cost to recover and remediate our properties as required by our permits upon cessation of operations in the future.

Results of Operations, page 25

9.    Please revise to expand your disclosures for each period presented to provide a detailed analysis of the material components of your consolidated statements of operations. The discussions should describe and quantify underlying material activities that generate variances between periods (e.g. provide a narrative discussion of the extent to which increases in net sales or revenues are attributable to increases in prices or to increases in the volume or amount of goods or services being sold).  Please ensure to quantify the effect of each causal factor that you cite for material changes in your financial statements.  Your revised variance analysis should fully explain the changes between
periods.  Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.

RESPONSE: For the 10K filing for the year ending December 31, 2012, and for all future filings with the SEC, we will expand our analysis of variances in material components of the statement of operations/results of operations by division to include more detail of whether the variances are due to increases/decreases in price, or if the variances are due to greater volumes of product being sold.  We will disclose, to the extent possible, variances that may be attributable to a quantifiable event, such as a new additive to one of our products.

Financial Condition and Liquidity, page 26

10.  Please revise your disclosures here to include an analysis 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 (e.g. explain the significant change in accounts receivable, inventories etc.,).  Your analysis of cash flows should not merely recite information presented in the consolidated statement of cash flows.  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 liquidity and capital resources.

RESPONSE: In the 10K filing for the year ending December 31, 2012, and for all future filings with the SEC, we will include an analysis of the components of cash flows (i.e., operating, investing, and financing activities) that explains the significant year-to-year variations in the line items.  We will expand our discussion of to include more detail of the reasons for the variances.  For example, we will discuss the reasons for an increase in accounts receivable instead of merely noting that there was an increase.

11.  Please revise to include detailed discussions of your liquidity and capital resources to identify the trends, demands, commitments, events and uncertainties as required by Item 303(a) (1) and (2) of Regulation S-K.

RESPONSE: In the 10K filing for the year ending December 31, 2012, and all future filings with the SEC, we will disclose future cash requirements for projects underway, such as the installation of the natural gas pipeline, and for projects contemplated for future periods, such as the installation of the 500 ton per day ball mill and flotation plant.

12.  We note the various financial commitments mentioned in your financial statements including the current portion of various notes payable and the cumulative dividends in arrears on your Series B and Series D preferred stock.   Please quantify your various commitments for the upcoming year, and provide a discussion of the sources of capital which will be used to service your financial commitments.  In particular, please address whether the failure to pay preferred dividends will have any effect on your ability to raise funds in the future.  See Item 303(a) (2) (i) of Regulation S-K.

RESPONSE: Our obligations for the current portion of long-term debt is as stated in our financial statements, and we believe that we have the necessary cash and income sufficient to make payments as required.  The dividends for preferred stock are only payable if declared by the Board of Directors, and are accrued at a low rate that is better than borrowing.  The Board of Directors does not believe that the accrued and unpaid dividends on preferred stock is impacting the Company’s ability to raise capital as we had two successful offerings of restricted stock in 2011 and 2012.

Item 9A. Controls and
Procedures, page 27

Changes in Internal Control Over Financial Reporting,
page 28

13.  Please revise to 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. Refer to Item 308(c) of Regulation S-K.  We also note the lack of similar disclosures in your Forms 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012.   Please note that these disclosures should also specifically clarify the control changes made to address your material weaknes

November 26 , 2012

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
 Form 10-K for Fiscal Year Ended
            December 31 , 2011
Filed March 14 , 2012
File No. 001 -08675

Dear Mr. Lawrence :

We have reviewed your filing an d 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 yo u do not believe our comments 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.

Form 10 -K for Fiscal Year Ended  December 31, 2011

Item 1. Description of Business

Antimony Division, page 4

1. We note that your share of the domestic antimony market is currently 4% and that
Chinese  producers sup ply 92% of the world’s antimony demand.  Given this, please
provide the  information required by Item 101(h)(4)(iv) of Regulation S -K.
Alternatively, please tell us why  such information would not be material to investors.

Mr. John C. Lawrence
United States Antimony Corporation
November 26, 2012
Page 2

 2. We note your disclosure on pag e 4 and in Note 2 - Concentration of Credit Risk on page
F-6 that during 2011, 72% of sales were made to three customers.   Please revise to
provide disclo sures required by Item 101(h)(iv ) of Regulation S -K related to this
concentration.

Item 2.  Description of Properties

Los Juarez Group, page 12

3. We note you disclose a reserve estimate prepared for your property by the Mexican
Government, this disclosure is not recognized by the SEC, and your company does not
claim any reserves.  The provisions  in Industry Guide 7 preclude the use of any terms
other than proven or probable reserves for disclosure within SEC documents.  Please
modify your disclosure by reclassifying this estimate to mineralized material or another
description as is appropriate.  In this instance, you also need to disclose that such a
deposit would not qualify as a reserve, until a comprehensive evaluation , such as a final
or bankable feasibility study  conclude s legal  and technical viability, and economic
feasibility .

Zeolite Division, page 15

4. We note your description of your zeolite property on this page indicates that the
mine/plant site is located 7 miles west of Preston Idaho, but your map indicates a
location east of Preston Idaho.  Please modify your filing and correct t his discrepancy.

Mine Safety Disclosures, page 21

5. Please provide the disclosure required by Item 104 of Regulation C.  See also the
Instruction to  Item 104 of Regulation C.

6. We note your filing did not include the information regarding your Mine Safety a nd
Health Administration (MSHA) citations received by your U. S. operations, specifically
your Bear River Zeolite Company as required by Section 1503 of the Dodd -Frank Wall
Street Reform and Consumer Protection Act of 2010.  Please modify your filing to
include this required information .

Item 7. Management’s Discussion and Analysis or Plan of Operations , page 24

General

7. Management’s Discussion and Analysis is one of the most critic al aspects of your
disclosure.  As such, we ask that you revise this section to provide an enhanced
executive overview to discuss  the events, trends, and uncertainties that management
views as most critical to the company’s  revenues, financial position, liquidity, plan of

Mr. John C. Lawrence
United States Antimony Corporation
November 26, 2012
Page 3

 operations and results  of operations.  In an effort to assist you in this regard, please refer
to the guidance in SEC Release 33 -8350, available on the  SEC website a t
www.sec.gov./rules/interp/33 -8350.htm .  This guidance is intended to elicit  more
meaningful disclosure in MD&A in a number of areas, including the overall presentation
and focus of MD&A, with general emphasis on the discussion and analysis of known
trends,  demands, commitments, events and uncertainties, and specific guidance on
disclosures about liquidity, capital resources and critical accounting.

8. Please revise to include a critical accounting estimates section to address the existence
of highly material  estimates or assumptions and how these matters may affect the
financial statements.   Your revised disclosure should supplement, not duplicate, the
description of accounting policies that are already disclose d in the notes to the financial
statements. Your  disclosure should discuss the judgments and uncertainties that affect
the application of your critical accounting policies and the likelihood that materially
different amounts could be reported under different conditions or using different
assumptions.   Please refer to the Commission’s guidance concerning Critical
Accounting Estimates and revise Management’s Discussion and Analysis to comply
with the requ ired disclosures as necessary.  The guidance is available on the SEC
website a t www.sec.gov./rules/interp/33 -8350.htm .  Please note that your response letter
dated October 13, 2010 indicated that you will include such disclosures in future filings.

Results of Operations, page 25

9. Please revise t o expand your disclosures for each period presented to provide a detailed
analysis of the material components of your consolidated statements of operations. The
discussions should describe and quantify underlying material activities that generate
variances  between periods (e.g.  provide a narrative discussion of the extent to which
increases in net sales or revenues are attributable to increases in prices or to increases in
the volume or amount of goods or services being sold).   Please ensure to quantify the
effect of each causal factor that you cite for material changes in your financial
statements.   Your revised variance analysis should fully explain the changes between
periods.   Refer to Item 303 of Regulation S -K and SEC Release No. 33 -8350.

Financial Condition and Liquidity, page 26

10. Please revise your disclosures here to include an analysis 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 th e line items (e.g. explain the significant
change in accounts receivable, inventories etc.,).   Your analysis of cash flows should not
merely recite information presented in the consolidated statement of cash flows.   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 rel ates to liquidity and
capital resources.

Mr. John C. Lawrence
United States Antimony Corporation
November 26, 2012
Page 4

11. Please revise to include detailed discussions of your liquidity and capital resources  to
identify the trends, demands, commitments, events and uncertainties as required by  Item
303(a)(1) and (2) of Regulation S -K.

12. We note the various financial commitments mentioned in your financial statements
including the current portion of various notes payable and the cumulative dividends in
arrears on your Series B and Series D preferred stock.   Please quantify your variou s
commitments for the upcoming year, and provide a discussion of the sources of capital
which will be used to service your financial commitments.  In particular, please address
whether the failure to pay preferred dividends will have any effect on your abi lity to
raise funds in the future.  See Item 303(a)(2)(i) of Regulation S -K.

Item 9A. Controls and Procedures , page 27

Changes in Internal Control Over Financial Reporting, page 28

13. Please revise to specifically disclose any change in your internal con trol 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.   Refer to Item 308(c) of Regulation S -K.  We also note t he lack of similar
disclosures in your Forms 10 -Q for the quarters ended March 31, 2012, June 30, 2012
and September 30, 2012.    Please note that these disclosures should also specifically
clarify the control changes made to address your material weaknesse s.  Please revise.

Financial Statements

Notes to Financial Statements

2. Concentration of Risk, page F -6

14. We note your disclosure of concentration of sales. To enhance investor’s understanding
of your business, please revise to disclose the concentrati on of accounts receivable and
provide disclosures required by FASB ASC 275 -10-50-16.

3. Summary of significant accounting policies , page F -6

Revenue Recognition, page F -9

15. We note your disclosure that revenue from exclusive sales agreements with multipl e
elements is recognized pro -rata over the duration of each element within the
contracts.   Tell us and revise to disclose how your revenue recognition policy relating to
sales agreements with multiple elements complies with FASB ASC 605 -25 and provide
the disclosures required by FASB ASC 605 -25-50-2.

Mr. John C. Lawrence
United States Antimony Corporation
November 26, 2012
Page 5

 Exhibits

16. We note that the certifications filed as Exhibits 31.1, 31.2, 32.1 and 32.2 with your
Form 10 -K and Form 10 -Q for the fiscal quarters ended June 30, 2012, and September
30, 2012 have not been signed and/or dated.  Please refile these certifications as signed
by the necessary executive officers.

Signatures

17. Please revise to include the signature of your P rincipal Accounting Officer  or Controller .
See General Instruction D(2) of Form 10 -K.

Form s 10-Q for the Quarterly Period s Ended June 30, 2012, and September 30, 2012

18. We note that your Forms 10 -Q for the se periods plus the  quarterly p eriod ended March
31, 2012  are not properly signed and dated by your principal  executive and principal
financial officers.  Please amend your Forms 10 -Q to provide the
appropriate signatures.

Item 2. Management’s Discussion and Analysis or Plan of Operat ions, page 13

19. 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 that as defined in Item 10(e)  of Regulation
S-K.  As such, revise to remove such measure or rename it (e.g. Adjusted EBITDA) and
provide the disclosures required by 10(e)(i) of Regulation S -K.  Also refer to Questions
103.01 and 103.02 of the Division’s Compliance and Disclosure Inter pretation on Non -
GAAP Financial Measures.

Other Exchange Reports

20. Please revise your Exchange Act reports as necessary, to comply with the comments
above.

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.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. John C. Lawrence
United States Antimony Corporation
November 26, 2012
Page 6

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

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.  If you
have questions concerning the Engineering comments contact George K. Schuler, Mining
Engineer at 202 -551-3718 .  Please contact Adam Turk at 20 2-551-3657 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

January 5, 2011
 John C. Lawrence President, Director and Principal Executive Officer United States Antimony Corporation P.O. Box 643
Thompson Falls, MT 59873

Re: United States Antimony Corporation
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 30, 2010 Form 10-Q for Fiscal Quarter Ended June 30, 2010 Filed August 13, 2010 Response Letters Dated October 13, 2010 and December 30, 2010 File No. 001-08675

Dear Mr. Lawrence:
 We have completed our review of your fili ngs, and do not have any further comments at
this time.
Sincerely,
     Ethan M. Horowitz  Branch Chief

CORRESP
1
filename1.htm

    corresp_16988.htm

December 30, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

Attention: Donald F. Delaney

100 F Street, N.E.

Washington, DC 20549

Dear Mr. Delaney:

RE:          United States Antimony Corporation Form 10-K

Filed March 30, 2010

Forms 10-Q for Fiscal Quarter Ended June 30, 2010

Filed August 13, 2010

File No. 001-08675

Set forth herein are United States Antimony Corporation’s (the “Company”) responses to the comments contained in the comment letter from Ethan Horowitz, Branch Chief, Division of Corporate Finance of the Securities and Exchange Commission (the “Commission”), dated December 16, 2010, with respect to the Company’s Form 10-K, filed with the Commission March 30, 2010 and the Company’s Forms 10-Q for Fiscal Quarter Ended June 30, 2010, filed with the Commission August 13, 2010.

For your convenience, the Company has reprinted the Commission’s written comments below prior to the Company’s responses.

Form 10-K

Engineering Comments:

General:

1.

We note your response to our previous comment numbers 8, 9, and 10. Please disclose the requested information for your Mexican operations, in addition to your U.S. operations.

RESPONSE:

MINE PROPERTIES

LOS JAUREZ GROUP.

USAC holds three properties that are collectively called the “Los Juarez” property in Coahuila as follows:

1.

San Miguel I and II are being purchased by a USAC subsidiary named Antimonio de Mexico, S. A. de C. V (“AM”) for US$1,480,500. To date the Company has paid $612,891.32. The property consists of 40 hectares.

2.

San Juan I and II are concessions owned by AM and include 466 hectares.

3.

San Juan III is held by a lease Agreement by AM in which the Company will pay a 10% royalty based on the net smelter returns from another USAC Mexican subsidiary named United States Antimony Mexico, S. A. de C. V. (“USAMSA”). It consists of 214 hectares.

The concessions are contiguous and collectively constitute 720 hectares. The claims are accessed by roads that lead to highways.

Part of the USAC Mexican property including San Miguel I and II and part of San Juan III was originally drilled by Penoles in 1970 when antimony metal prices were high. They did not proceed with the property due to the complex metallurgy of antimony. Subsequently, the Mexican Government did additional work and reported a reserve of 1,000,000 metric tons (mt) grading 1.8% antimony and 8.1 ounces of silver per metric ton (opmt) in Consejo de Recursos  Minerales (Publicacion M-4e). However, the Securities and Exchange Commission does not recognize this report, and the Company claims no reserves. Their report is as follows:

The mineralized zone is a classic manto-type deposit in the Cretaceous El Doctor Limestone. The mineralization is confined to a silicified breccia zone that is probably a low angle thrust fault. The manto strikes north 70 degrees west and dips to the north at about 20 degrees. The manto is concordant with the bedding. On the west (San Miguel I and II) most of the manto is covered down dip to the north; on the east end (San Juan I and II) the manto forms a dip slope that is exposed. The silicified breccia is resistant to erosion and supports the ridge.

The dimensions of the manto are still conjectural. However, the strike length appears to be more than 4,500 meters. On the west end, the manto is exposed in a narrow band, but exposures in shafts, an open pit, and comparison to the manto on the east end indicate a potential width of 250 meters or more. At this point the northern down-dip extension of the manto is not visible. The thickness is 8 meters in an open pit. However, the thickness of the manto is irregular.

At the USAC (ADM) discovery at San Juan I and II, the Ejido of Los Juarez, on the east end of the mineralized zone there are numerous trenches, surface workings, and prospects throughout the Ejido. The manto is much better exposed here, and it constitutes a dip slope with a resistant pediment gravel. There is no published report on it although the inhabitants are completely aware of the mineralization. Rock fences, houses and roads have been built with the mineralization.

The mineralization is typically very fine-grained stibnite with silver and minor amount of gold.  It is primarily sulfide in nature due to its encapsulation in silica. This affords it recoverable by flotation methods unlike many Mexican deposits that contain oxides.

The mining for many years will be by open pit methods. Eventually it will be by underground methods to the north where the zone dips faster than the topography. The deeper part of the manto would be accessed by short cross-cuts with strike drifts in the foot wall. Higher-level strike-drifts can be accessed by more cross cuts or from lower cross cuts driven below the manto with ore passes from the higher strike drifts. Stoping would be done with slushers and haulage would be performed by LHD equipment.  Initially, it appears that selective mining methods will be necessary with jack-legs, air tracks, or jumbos. By taking lower grades, bulk-mining methods could be utilized.

At the present time, mineralized rock is being hand-sorted for the flotation mill, a powder magazine is being built, and the haul road has been resurfaced. Surface overburden has been removed in the mine areas.

SOYATAL MINING DISTRICT, PINAL DE AMOLES, QUERETARO, MEXICO

USAC through USAMSA also holds a Supply Agreement with Pinar de Amores S. A. de C. V. on 4 concessions in the Soyatal Mining District in the State of Queretaro totaling 283 hectares. The concessions are the Chihuahua and three Fox-1’s. Reportedly, the

Soyatal District was the third largest producer of antimony in Mexico. U. S. Geological Survey Bulletin 960-B, 1948, Donald E. White, Antimony Deposits of Soyatal District state of Queretaro, Mexico records the production from 1905-1943 at 25,000 tons of antimony metal content. In 1942, the mines produced ore containing 1,737 tons of metal, and in 1943, they produced ore containing 1,864 tons of metal. This mining was performed primarily all hand labor with no compressors, trammers, and the ore was transported by mules in sacks to the railroad. Recoveries were less than 40% of the values. Mining continued throughout World War II.

White remarks p. 84 and 85”

“In the Soyatal Mines, as in practically all antimony mines, it is difficult to estimate the reserves, for the following reasons. (1) The individual deposits are so extremely irregular in size, shape, and grade that the amount of ore in any one of them is unknown until the ore has been mined. (2) As only the relatively high grade shipping ore is recovered, the ore bodies are not systematically sampled and assayed……………………The total reserves are thus unknown and cannot be estimated accurately, but they probably would suffice to maintain a moderate degree of activity in the district for at least 10 years. The mines may even contain enough ore to equal the total past production.”

USAMSA does not claim any reserves at Soyatal. However, hand sorted rock is being mined and purchased by USAMSA according to a schedule for direct shipping ore.

USAMSA FLOTATION MILL, QUEREARO, MEXICO.

A flotation mill was completed at San Antonio de la Cal in the Municipio of Toliman. All of the permits to construct and operate the plant were obtained. The Governor of the State of Queretaro then said that he would not allow the plant to operate due to the designation of a nearby area as a UNESCO World Heritage site. The plant has a capacity of 150 metric tons per day. It includes a 10” x 36” jaw crusher, 4’ x 8’ double deck screen, 29” cone crusher, 8’ x 48” Hardinge type ball mill, 8 No 24 Denver sub A tyope flotation machines, 8’ disc filter, front end loaders, tools and other equipment. Presently, USAC is locating another mill site in the neighboring State of Guanajuato to move the plant. The plant will be used for the processing of rock from Los Juarez, Soyatal, and other properties..

USAMSA SMELTER, ESTACION MADERO, PARRAS DE LA FUENTE, COAHUILA, MEXICO.

USAC through its wholly owned subsidiary, USAMSA, owns and operates a smelting facility at Estacion Madero in the Municipio of Parras de la Fuente, Coahuila, Mexico. The property includes 13.48 hectares. Three furnaces are operating and a fourth furnace is being permitted. Other equipment includes cooling ducting, dust collectors, scrubber, laboratory, warehouse, slag vault, stack, jaw crusher, screen, hammer mill, and a 3.5’ x 8’ rod mill. The plant has a capacity of 40 to 100 tons per month depending on the grade of the feed, but after the No,. 4 furnace has been installed the plant capacity will be more than 200 tons per month of feed. Currently, crude antimony oxide is being made, but the

plant has the ability of making metal. Concentrates and hand-sorted rock from Newfoundland, Peru, Honduras, Mexico, and other areas is being processed. The crude oxide is shipped to the Montana plant to produce finished oxide. Access to the plant is by road and railroad. Following are location maps:

2.  We note: you disclose information regarding 3 patented mill site claims that are presently being challenged by the U.S Forest Service and a 3% royalty that is being challenged in court. Please expand your disclosure to include a detailed. description of these two disputes and the potential impact of these disputes on your business, pending their outcome. Include risk factors to address these disputes if necessary.

RESPONSE:

PATENTED CLAIMS, MONTANA.

The Company has been paying Sanders County property taxes on 3 patented mill site claims in the  Burns Mining District of Montana since 1969 when the Company purchased the original block of claims. USAC was the registered owner of the claims at the Sanders County Courthouse.  The claims include the Station Mill Site (4.994 acres), Excelsior Mill Site (4.972 acres), and the Mammoth Mill Site (5.000 acres) Patent Survey No. 9190 A. We discovered that the BLM cancelled the patents on 12 January2000 because “the claims were not filed with the BLM in accordance with the FLPMA and are deemed to be

abandoned and void by operation of law.” Neither USAC nor the Sanders County Court House were ever notified of this decision and we continue to pay taxes. We do not believe that this taking is valid.  It does not have a substantial impact on the Company.

3% ROYALTY.

Bear River Zeolite, Co., Inc. discovered that it was paying a 3% royalty on the zeolite production to Nick Raymond and George Desborough that also included the packaging and trucking. The contract that we had with the two royalty holders specifically said that the royalty was to be paid on “zeolite sales”. USAC made adjustments for what Company had over paid. Subsequently, Desborough and Raymond filed a lawsuit in the District Court of the Sixth Judicial District of the State of Idaho, in and for the County of Franklin to make USAC pay the royalty on the zeolite, packaging, and trucking. USAC has filed for a summary judgment to pay the royalty on the “zeolite” only. Should USASC loose, the Company will have to continue to pay the 3% royalty on everything.  Should USAC prevail, the Company will realize a savings.

Sincerely,

UNITED STATES ANTIMONY CORPORATION

John Lawrence, President

December 15, 2010
 John C. Lawrence President, Director and Principal Executive Officer United States Antimony Corporation P.O. Box 643
Thompson Falls, MT 59873

Re: United States Antimony Corporation
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 30, 2010 Form 10-Q for Fiscal Quarter Ended June 30, 2010 Filed August 13, 2010 Response Letter Dated October 13, 2010 File No. 001-08675

Dear Mr. Lawrence:
 We have reviewed your response letter and ha ve the following additional comments.  In
some of our comments, we may ask you to provi de 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2009

 Engineering Comments

 General

1. We note your response to our previous comment numbers 8, 9, and 10.   Please disclose
the requested information for your Mexican operations, in addition to your U.S.
operations.
 2. We note you disclose information regarding 3 patented mill site claims that are presently
being challenged by the U.S Forest Service and a 3% royalty that is  being challenged in
court.  Please expand your disclosure to include a detailed desc ription of these two

Mr. John C. Lawrence United States Antimony Corporation December 15, 2010 Page 2

disputes and the potential impact of thes e disputes on your business, pending their
outcome.  Include risk factors to a ddress these disputes if necessary.

You may contact Donald F. Delaney, at ( 202) 551-3863, or Shannon F.  Buskirk, at (202)
551-3717, if you have questions regarding comment s on the financial statements and related
matters.  You may contact John Coleman, Mining Engineer, at (202) 551 -3610, with questions
about engineering comments.  Please contact me , at (202) 551-3311, with  any other questions.

Sincerely,
     Ethan Horowitz  Branch Chief

CORRESP
1
filename1.htm

    corresp_16928.htm

October 13, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

Attention: W. Bradshaw Skinner

100 F Street, N.E.

Washington, DC 20549

Dear Mr. Skinner:

RE:          United States Antimony Corporation Form 10-K

Filed March 30, 2010

Forms 10-Q for Fiscal Quarter Ended June 30, 2010

Filed August 13, 2010

File No. 001-08675

Set forth herein are United States Antimony Corporation’s (the “Company”) responses to the comments contained in the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 27, 2010, with respect to the Company’s Form 10-K, filed with the Commission March 30, 2010 and the Company’s Forms 10-Q for Fiscal Quarter Ended June 30, 2010, filed with the Commission August 13, 2010.

For your convenience, the Company has reprinted the Commission’s written comments below prior to the Company’s responses.

Form 10-K

1

You state, “During 2009 and 2008, approximately 40% and 65%, respectively, of our antimony sales were made to one customer.” We further note that, in Note 2 – Concentrations of Credit Risk, to your financial statements, on page F-7, you state, “During 2009 and 2008, 21% and 31%, respectively, of the Company’s revenues generated from zeolite product sales were to two customers. The loss of the Company’s “key” customers could adversely affect its business.” In view of these disclosures, please tell us what consideration you gave to the disclosure requirements of Item 101(C)(1)(vii) of Regulation S-K, or tell us why you concluded such disclosure does not apply to your circumstances.

RESPONSE:

The “key” customers that are referenced in the filing are Kohler, Co. (antimony customer), Zeo Inc. (zeolite customer) and Ecotech Systems Inc. (zeolite customer). None of the “key” customers have any relationship with the Company. In future filings, we will comply with Item 101(C)(1)(vii) of Regulation S-K by naming those customers that we consider to be “key” and that exceed the sales percentage limits in Item 101.

2

Please tell us what consideration you gave to the disclosures pertaining to any “off-balance sheet arrangements.” Refer to Item 303(a)(4) for additional guidance.

RESPONSE:

The Company considered the disclosure requirements pertaining to off-balance sheet arrangements and has determined that no such arrangements exist. In future filings the Company will affirmatively disclose its consideration of off-balance sheet arrangements.

3

Please tell us what consideration you gave to the disclosures pertaining to your “critical accounting estimates.” Refer to FRR 501.14 for additional guidance.

RESPONSE:

The Company has considered the disclosure requirements pertaining to critical accounting estimates and has identified the following accounting estimates as critical: Asset Impairment, Accounts Receivable Allowance, Environmental Remediation Liabilities and Inventory Impairment. In the filing the Company did not consider any of the above mentioned estimates to be material and therefore did not report them. In future filings, the Company will provide documentation of our consideration of the critical accounting estimates.

4

You state, “During both 2009 and 2008, $86,956 was paid and capitalized as mineral rights in accordance with the Company’s accounting policies.” However, we note the total amount of mineral rights capitalized of $193,549, presented in Note 6 to your financial statements, was unchanged from 2008 to 2009 (and was also the same as of December 31, 2007). Please clarify this apparent inconsistency between these disclosures.

RESPONSE:

The inconsistency between the two disclosures is the result of the $86,956 annual lease payments being improperly included in the ‘Land’ line for 2008 and 2009 in Note 6. These payments should have been included on the ‘Mineral rights’ line for both of the years presented. The wording in the footnote is accurate, as are the totals. In future filings, the Company will correct the amounts in the ‘Land’ and ‘Mineral rights’ line items and ensure consistent reporting between the two disclosures.

Form 10-Q for the Fiscal Quarter Ended June 30, 2010

5

You indicate depreciation, for the six months ended June 30, 2010, amounted to $161,268. However, this amount does not mathematically correspond with the combined Antimony and Zeolite Division depreciation amounts you present on your Statements of Operations, which sum to $105,208. Accordingly, please provide us with a reconciliation of these amounts, and ensure that future filings are clarified, if necessary.

RESPONSE:

The Company had recorded depreciation for the six months ending June 30, 2010 in three separate locations. Two of those locations are easily identifiable on the Statements of Operations and sum to $105,208. The remaining $56,060 of depreciation that is included on the Statement of Cash Flows is included in the Antimony Division – Mexico start-up costs line on the Statements of Operations. The Company will ensure that future filings clearly identify all depreciation amounts.

6

Please correct your commission file number on the cover of your periodic and current filings to read 001-08675.

RESPONSE:

We will correct the commission file number on all future filings to read 001-08675.

7

We note that your website references non-proven or probable reserve information. If you continue to make references on your web site or press releases to reserve measures other than those recognized by the SEC, please accompany such disclosure with cautionary language comparable to the following:

Cautionary Note to U.S. Investors –The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on this web site, such as “reserves,” “resources,” “geological resources,” “proven,” “probable,” “measured,” “indicated,” or “inferred,” which may not be consistent with the reserve definitions established by the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us, or from the Edgar website at http://www.sec.gov/edgar.shtml.

Please indicate the location of a similar disclaimer in your response.

RESPONSE:

The Company has decided to temporarily take down its website and rebuild the website. When the Company re-establishes its website it will feature the above mentioned disclaimer in a prominent location.

8

Please insert a small-scale map showing the location and access to each property, as required by Instruction 3(b) to Item 102 of Regulation S-K. We believe the guidance in 3(b) of Rule 102 of Regulation S-K would generally require maps and drawings to comply with the following features:

·

A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

·

A graphical bar scale should be included. Additional representations of scale such as “on inch equals on mile” may be utilized provided the original scale of the map has not been altered.

·

A north arrow.

·

An index map showing where the property is situated in relationship to the state or province, etc., in which it is located.

·

A title of the map or drawing, and the date on which it was drawn.

·

In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

RESPONSE:

Please see Attachment 1 at the conclusion of this letter which the Company believes addresses comments 8, 9 and 10. The information in Attachment 1 will be included in future filings as required.

9

Please disclose the following information for each of your properties:

·

The nature of the company’s ownership or interest in the property.

·

A description of all interest in the properties, including the terms of all underlying agreements.

·

An indication of whether the mining claims are State or Federal claims.

·

Certain identifying information, such as the property names, claim numbers, grant numbers, and dates of recording, and expiration; sufficient to enable the claims to be distinguished from other claims that may exist in the area.

·

The conditions that must be met to retain your claims or leases, including quantification and timing of all necessary payments.

·

The area of the claims, either in hectares or acres.

Please ensure that you fully discuss the material terms of the land or mineral rights securing agreements, as required under paragraph (b)(2) of Industry Guide 7.

RESPONSE:

Please see Attachment 1 at the conclusion of this letter which the Company believes addresses comments 8, 9 and 10. The information in Attachment 1 will be included in future filings as required.

10

Please disclose the information required under paragraph (b) of Industry Guide 7 for all material properties listed under this heading. For any properties identified which are not material, include a statement to that effect, clarifying your intentions. For each material property, include the following information:

·

The location and means of access to the property, including the mode of transportation utilized to and from the property.

·

Any conditions that must be met in order to obtain or retain title to the property.

·

A brief description of the rock formations and mineralization of existing or potential economic significance on the property.

·

A description of any work completed on the property and its present condition.

·

The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.

·

A description of equipment, infrastructure, and other facilities.

·

The current state of exploration of the property.

·

The total costs incurred to date and all planned future costs.

·

The source of power and water that can be utilized at the property.

·

If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance pertaining to the foregoing, available on our website at the following address: http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

RESPONSE:

Please see Attachment 1 at the conclusion of this letter which the Company believes addresses comments 8, 9 and 10. The information in Attachment 1 will be included in future filings as required.

In preparing this response the Company asserts the following:

·

The Company is responsible for the adequacy and accuracy of the disclosure in this response and its attachment;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the response; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Commission for its consideration of this response. Based upon the nature of the comments and responses included in this letter, the Company does not feel that it is necessary to restate or otherwise alter any of the Company’s previously submitted filings. This letter and the changes noted for future filings will, in the Company’s view, be sufficient for investors to be informed.

Please do not hesitate to contact the undersigned at (406) 827-3523 if you have any questions or comments regarding the foregoing responses.

Sincerely,

UNITED STATES ANTIMONY CORPORATION

John Lawrence, President

Attachment 1

The Company believes that the following information sufficiently satisfies the concerns raised in comments 8, 9 and 10. This information will be included in applicable future filings in Item 2 – Description of Properties.

ANTIMONY DIVISION

Our principal antimony plant is located in the Burns Mining District, Sanders County, Montana approximately 14 miles west of Thompson Falls on Montana Highway 471. This highway is asphalt, and the property is accessed by cars and trucks. The property includes 2 5-acre patented mill sites that are owned fee-simple by the Company. The claims are U. S. Antimony Mill Site No 1 (Mineral Survey 10953) and U. S. Antimony Mill Site No. 2 (Mineral Survey 10953). There are 3 other patented Mill Site claims known as the Station Mill Site (Mineral Survey 9190B, 4.394 acres), Excelsior Mill Site (Mineral Survey 9190B, 4.972 acres), and Mammoth Mill Site (Mineral Survey 9190B, 5.000 acres) that the Company has paid taxes on for 39 years that are being disputed by the U. S. Forest Service concerning ownership.

The U. S. Antimony Mill Sites were used to run a flotation mill and processing plant for antimony that the Company mined on adjacent claims that have been sold. Presently the Company runs a processing plant that includes nine furnaces of a proprietary design to produce antimony metal, antimony oxide, and various other products. The facility includes 6 buildings and the main office of the Company. There are no plans to resume mining on the claims that have been sold or abandoned although the mineral rights have been retained on many of the patented mining claims. The U. S. Forest Service and Montana Department of Environmental Quality have told the Company that the resumption of mining would require an Environmental Impact Statement, massive cash bonding, and would be followed by years of law suits. The mill site is serviced with three-phase electricity from Northwest Power, and water is pumped from a well.

U. S. Antimony claims no reserves on any of these properties.

Attachment 1

Attachment 1

BEAR RIVER ZEOLITE PROPERTY

LOCATION

The property is located in the southeast corner of Idaho approximately 7 road miles west of Preston, Idaho, 34 road miles north of Logan, Utah, 79 road miles south of Pocatello, Idaho, and  100 road miles north of Salt Lake City, Utah.

The mine is located in the N ½ of section 10 and the W ½ section 2, section 3, and the E ½ section 4, Township 15, Range 40 East of the Boise Meridian, Franklin County, Idaho. The plant and the initial pit is located on the Webster Farm, L.L.C. which is private land.

TRANSPORTATION

The property is accessed by 7 miles of paved road and about l mile of gravel road from  Preston Idaho. Preston is near the major north-south Interstate highway 15 to Salt Lake City or Pocatello.

Several Union Pacific rail sidings may be available to the mine. Bonida is approximately 25 road miles west of the mine and includes acreage out of town where bulk rock could be stored possibly in existing silos or on the ground. Three- phase power is installed at this abandoned site.  Finished goods could be shipped from the Franklin County Grain Growers feed mill in the town of Preston on the Union Pacific.

The Burlington Northern Railroad can be accessed at Logan, Utah.

 Location Map

Attachment 1

PROPERTY AND OWNERSHIP

BRZ leases 320 acres from the Webster Farm, L.L.C. The term of the lease is 15 years and it began on 1 March 2010. This includes the mill site and zeolite in the area of the open pit. The property is the NW ¼ and W ½ of the SW ¼ of section 3 and the N ½ of the W ¼ of section 10, Township 15 South, Range 40 East of the Boise Meridian, Franklin County, Idaho. The lease requires a payment of $10.00 per ton plus an additional annual payment of $10,000 on March 1st of each year. In addition there are two other royalty holders. Nick Raymond and the estate of George Desboroug have a 3% royalty that is now being challenged in court. Delaware Royalty a Company owned by Al Dugan (the father of a Director of USAC) holds a 3% royalty.

Attachment 1

T

CORRESP
1
filename1.htm

    Unassociated Document

October 8, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

Attention: W. Bradshaw Skinner

100 F Street, N.E.

Washington, DC 20549

Dear Mr. Skinner:

RE:

United States Antimony Corporation

Request of extension of time to respond to the comment letter dated

September 27, 2010

File No. 001-08675

United States Antimony Corporation respectfully requests an extension of time to respond to the comment letter of the staff of the Securities and Exchange Commission dated September 27, 2010 in order to provide complete and accurate responses to the comments.

We expect to have our responses to the comment letter completed by October 15, 2010 and have discussed the timing of our response with Ms. Shannon F. Buskirk.

Please do not hesitate to contact the undersigned at (406) 827-3523 if you have any questions with regard to this request.

Sincerely,

UNITED STATES ANTIMONY CORPORATION

John Lawrence, President

September 27, 2010

John C. Lawrence President, Director and Principal Executive Officer United States Antimony Corporation P.O. Box 643
Thompson Falls, MT 59873

Re: United States Antimony Corporation  Form 10-K
Filed March 30, 2010 Forms 10-Q for Fiscal Quarter Ended June 30, 2010 Filed August 13, 2010 File No. 001-08675
 Dear Mr. Lawrence:
 We have reviewed your filing 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2009

Description of Business, page 3

Antimony Division, page 3

1. You state, “During 2009 and 2008, approximately 40% and 65%, respectively, of our
antimony sales were made to one customer.”  We further note that, in Note 2 – Concentrations of Credit Risk , to your financial statemen ts, on page F-7, you state,
“During 2009 and 2008, 21% and 31%, resp ectively, of the Company's revenues
generated from zeolite product sales were to tw o customers.  The loss of the Company's
"key" customers could adversely affect its busine ss.”  In view of these disclosures, please
tell us what consideration you gave to the di sclosure requirements of Item 101(C)(1)(vii)

Mr. John C. Lawrence United States Antimony Corporation
September 27, 2010 Page 2

of Regulation S-K, or tell us why you concluded such disclosure does not apply to your circumstances.

Management’s Discussion and Analysis  or Plan of Operation, page 10

2. Please tell us what consideration you gave  to the disclosures pertaining to any “off-
balance sheet arrangements.”  Refer to Item 303(a)(4) for additional guidance.
 3. Please tell us what consideration you gave to  the disclosures pertai ning to your “critical
accounting estimates.”  Refer to FRR 501.14 for additional guidance.
 Financial Statements

 Notes to Financial Statements, page F-7

 Note 7 – Investment in AM, page F-13

 4. You state, “During both 2009 and 2008, $86,956 was paid and capitalized as mineral rights in accordance with the Company’s acc ounting policies.”  However, we note the
total amount of mineral rights capitalized  of $193,549, presented in Note 6 to your
financial statements, was unchanged from 2008 to 2009 (and was also the same as of
December 31, 2007).  Please clarify this apparent inconsistency between these
disclosures.
Form 10-Q for the Fiscal Quarter Ended June 30, 2010

 Statements of Cash Flows, page 3

 5. You indicate depreciation, for the six m onths ended June 30, 2010, amounted to
$161,268.  However, this amount does not mathematically correspond with the combined Antimony and Zeolite Division depreciation amounts you present on your Statements of Operations, which sum to $105,208.  Accordingly, please provide us with a reconciliation
of these amounts, and ensure that futu re filings are clarified, if necessary.

Engineering Comments

General

6. Please correct your commission file number on the cover of your periodic and current
filings to read 001-08675 .

7. We note that your website references non-prove n or probable reserve information.  If you
continue to make references on your web site or press releases to reserve measures other

Mr. John C. Lawrence United States Antimony Corporation
September 27, 2010 Page 3

than those recognized by the SEC, please accompany such disclosure with cautionary
language comparable to the following:

Cautionary Note to U.S. Investors -The  United States Securities and Exchange
Commission permits U.S. mining companies,  in their filings with the SEC, to
disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this web site, such as “reserves,” “resources,” “geologic resources,” “proven,” “probable,” “measured,” “indicated,” or “inferred,” which may not be consistent with the reserve
definitions established by the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us, or from the Edgar
website at http://www.sec.gov/edgar.shtml
.

Please indicate the loca tion of a similar discla imer in your response.

Description of Properties, page 9

8. Please insert a small-scale map showing th e location and access to each property, as
required by Instruction 3(b) to  Item 102 of Regulation S-K.  We believe the guidance in
3(b) of Rule 102 of Regulation S-K would generally require maps and drawings to
comply with the following features:

• A legend or explanation showing, by means of  pattern or symbol, every pattern or
symbol used on the map or drawing.

• A graphical bar scale should be included.  Additional representations of scale
such as "one inch equals one mile" may be  utilized provided the original scale of
the map has not been altered.

• A north arrow.

• An index map showing where the property is  situated in relationship to the state
or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is subm itted in conjunction with any map, the
identity of the geologist or engi neer that prepared such data.

Any drawing should be simple enough or of suff iciently large scale to clearly show all
features on the drawing.

Mr. John C. Lawrence United States Antimony Corporation
September 27, 2010 Page 4

9. Please disclose the following information for each of your properties:

• The nature of the company’s owners hip or interest in the property.

• A description of all interests in the properties, including the terms of all
underlying agreements.

• An indication of whether the mining claims are State or Federal claims.

• Certain identifying information, such as th e property names, claim numbers, grant
numbers, and dates of recording and expira tion; sufficient to enable the claims to
be distinguished from other claims that may exist in the area.

• The conditions that must be met to retain your claims or leases, including quantification and timing of all necessary payments.

• The area of the claims, either in hectares or acres.

Please ensure that you fully discuss the mate rial terms of the land or mineral rights
securing agreements, as required under paragraph (b)(2) of Industry Guide 7.

10. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
material properties listed under this headi ng.  For any properties identified which are not
material, include a statement to that effect, clarifying your intentions.  For each material
property, include the following information:

• The location and means of access to the property, including the mode of
transportation utilized to and from the property.

• Any conditions that must be met in order to  obtain or retain title to the property.

• A brief description of the rock forma tions and mineralization of existing or
potential economic signif icance on the property.

• A description of any work completed on the property and its  present condition.

• The details as to modernization and physical condition of the plant and
equipment, including subsurface improvements and equipment.

• A description of equipment, infr astructure, and other facilities.

• The current state of expl oration of the property.

• The total costs incurred to date and all planned future costs.

Mr. John C. Lawrence United States Antimony Corporation September 27, 2010 Page 5

• The source of power and water that can be utilized at the property.

• If applicable, provide a clear statem ent that the property is without known
reserves and the proposed program  is exploratory in nature.

You may refer to Industry Guide 7, paragraphs  (b) (1) through (5), for specific guidance
pertaining to the foregoin g, available on our website at the following address:
http://www.sec.gov/divisions/corpf in/forms/industry.htm#secguide7
.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Donald F. Delaney, at ( 202) 551-3863, or Shannon F.  Buskirk, at (202)
551-3717, if you have questions regarding comment s on the financial statements and related
matters.  You may contact John Coleman, Mining Engineer, at (202) 551 -3610, with questions
about engineering comments.  Please contact me , at (202) 551-3489, with any other questions.

Sincerely,

   W. Bradshaw Skinner
Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
       August 27, 2007

Mr. John C. Lawrence
President and Chief Executive Officer
United States Antimony Corporation
P.O. Box 643
Thompson Falls, MT  59873

 Re: United States Antimony Corporation
  Form 10-KSB/A for the Fiscal Year Ended December 31, 2006
Filed August 17, 2007
  File No. 001-08675

Dear Mr. Lawrence:

We have completed our review of your Form 10-KSB and related filings and have
no further comments at this time.

Sincerely,

       B r a d  S k i n n e r
       S e n i o r  A s s i s t a n t  B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES ANTIMONY CORPORATION
47 Cox Gulch     PO Box 643
Thompson Falls, Mt. 59873
Phone: 406-827-3523 Fax: 406-827-3543
--------------------------------------------------------------------------------
July 25, 2007

VIA EDGAR AND FACSIMILE (202) 942-9648

Ms. April Sifford
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
100 F Street NE
Washington, D.C. 20549-7010

      Re: United States Antimony Corporation ("USAC")
      Form 10-K for the year ended December 31, 2006 filed on April 4, 2007

Dear Ms. Sifford:

We are responding to the comment of the Staff of the Securities and Exchange
Commission, as set forth in your letter dated July 23, 2007. Subject to the
Staff's review and comment, USAC offers the following response, and as
appropriate, plans to reflect these in our amended Form 10-KSB for the year
ended December 31, 2006. A draft of the proposed amendment to the 10KSB in
response to your comment is attached.

SEC COMMENT NO. 1:  CONSOLIDATED STATEMENTS OF OPERATIONS, PAGE F-3

1. WE NOTE THAT YOUR RESPONSE TO COMMENT THREE OF OUR LETTER DATED JULY 9, 2007.
PLEASE REVISE TO INCLUDE "OTHER OPERATING (INCOME) EXPENSES" WITHIN "INCOME FROM
OPERATIONS - COMBINED".

USAC's response:
----------------

We have modified the terminology in the consolidated statements of operations
for the years ended December 31, 2006 and 2005. "Income from operations -
combined" has been changed to "Gross profit - combined". We have also added a
new line for "Income from operations" below the "Other operating (income)
expenses" category.

                            ************************
<PAGE>

We hope that our response adequately addresses the Staff's comment and
respectfully request that the Staff advise us at its earliest convenience if the
Staff believes that any of the responses set forth in this letter are incomplete
or unsatisfactory or if the Staff has any further comments on our filings.

If you have questions on this letter or need further assistance, please do not
hesitate to call John Lawrence at 1-406-827-3523.

Sincerely,

John C. Lawrence
President and Chief Executive Officer

Attachment

<PAGE>
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the years ended December 31, 2006 and 2005

<TABLE><CAPTION>
                                                               2006              2005
                                                           ------------      ------------
<S>                                                        <C>               <C>
ANTIMONY DIVISION
  Revenues                                                 $  3,292,109      $  2,467,546
                                                           ------------      ------------
  Cost of sales:
    Production costs                                          2,311,191         1,784,263
    Depreciation                                                 24,205            43,673
    Freight and delivery                                        176,413           166,782
    General and administrative                                   39,342            45,828
    Direct sales expense                                         60,142            48,104
                                                           ------------      ------------
      Total cost of sales                                     2,611,293         2,088,650
                                                           ------------      ------------
        Gross profit - antimony                                 680,816           378,896
                                                           ------------      ------------

ZEOLITE DIVISION
  Revenues                                                    1,103,259         1,096,484
                                                           ------------      ------------
  Cost of sales:
    Production costs                                          1,082,740           863,058
    Depreciation                                                109,259            84,256
    Freight and delivery                                         47,823            79,929
    General and administrative                                  112,239           156,600
    Royalties                                                   140,598           135,069
    Direct sales expense                                         68,204            48,937
                                                           ------------      ------------
      Total cost of sales                                     1,560,863         1,367,849
                                                           ------------      ------------
        Gross profit (loss) - zeolite                          (457,604)         (271,365)
                                                           ------------      ------------

  Total revenues - combined                                   4,395,368         3,564,030
  Total cost of sales - combined                              4,172,156         3,456,499
                                                           ------------      ------------
        Gross profit - combined                                 223,212           107,531
                                                           ------------      ------------

Other operating (income) expense:
  Corporate general and administrative                          349,511           313,450
  Exploration expense                                           211,098           230,879
  Gain on sale of properties, plants and equipment             (234,244)          (70,000)
  Change in estimated reclamation and remediation costs         (35,000)             --
                                                           ------------      ------------
        Other operating (income) expense                        291,365           474,329
                                                           ------------      ------------

        Income (loss) from operations                           (68,153)         (366,798)
                                                           ------------      ------------

Other expenses:
  Interest expense, net                                         127,294           122,021
  Factoring expense                                              89,211            86,947
                                                           ------------      ------------
                                                                216,505           208,968
                                                           ------------      ------------

Net loss                                                   $   (284,658)     $   (575,766)
                                                           ============      ============

Net loss per share of common stock - basic and diluted     $     (0.008)     $     (0.018)
                                                           ============      ============

Basic and diluted weighted average shares outstanding        36,917,464        32,520,051
                                                           ============      ============
</TABLE>
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES ANTIMONY CORPORATION
47 Cox Gulch     PO Box 643
Thompson Falls, Mt. 59873
Phone: 406-827-3523 Fax: 406-827-3543
--------------------------------------------------------------------------------
July 19, 2007

VIA EDGAR AND FACSIMILE (202) 942-9648

Ms. April Sifford
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
100 F Street NE
Washington, D.C. 20549-7010

     Re: United States Antimony Corporation ("USAC")
     Form 10-K for the year ended December 31, 2006 filed on April 4, 2007

Dear Ms. Sifford:

We are responding to the comments of the Staff of the Securities and Exchange
Commission, as set forth in your letter dated July 9, 2007. Subject to the
Staff's review and comment, USAC offers the following responses, and as
appropriate, plans to reflect these in our amended Form 10-KSB for the year
ended December 31, 2006. A draft amendment with marked changes is attached.

SEC COMMENT NO. 1:  ANTIMONY DIVISION, PAGE 5

1. WE NOTE THAT YOU DISCLOSE RESOURCE INFORMATION REPORTED BY A MEXICAN
GOVERNMENT MONOGRAPH THAT DOES NOT APPEAR TO MEET THE CRITERIA OF INDUSTRY GUIDE
7. PLEASE REMOVE THIS INFORMATION.

USAC's response:
----------------

This information has been removed.

SEC COMMENT NO. 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS,
PAGE 10; FINANCIAL CONDITION AND LIQUIDITY, PAGE 10

<PAGE>

2. PLEASE EXPAND YOUR DISCUSSION OF FINANCIAL CONDITION AND LIQUIDITY TO
DISCLOSE THAT YOU WERE NOT IN COMPLIANCE WITH THE COVENANTS OF YOUR LONG-TERM
DEBT TO THE EXTENT THAT IT IS REASONABLY POSSIBLE THAT YOU WILL BREACH
RESTRICTIVE COVENANTS, DESCRIBE THE FOLLOWING:

     o    STEPS THAT YOU ARE TAKING TO AVOID THE BREACH;
     o    STEPS THAT YOU INTEND TO TAKE TO CURE, OBTAIN A WAIVER, OR OTHERWISE
          AVOID THE BREACH;
     o    THE IMPACT OR REASONABLY LIKE IMPACT OF THE BREACH ON FINANCIAL
          CONDITION OR OPERATION PERFORMANCE;
     o    ALTERNATE SOURCES OF FUNDING TO PAY ANY RESULTING OBLIGATIONS OR
          REPLACE FUNDING; AND
     o    THE IMPACT OF THE RESTRICTIVE COVENANTS ON YOUR ABILITY TO UNDERTAKE
          ADDITIONAL DEBT OF EQUITY FINANCING.

USAC's response:
----------------

We have added the following to the Financial Condition and Liquidity portion of
the MD&A:

         We are currently not in compliance with certain covenants of our notes
         payable with First State Bank of Thompson Falls (Montana). The total
         balance of these notes at December 31, 2006 was $225,614. These notes
         are personally guaranteed by the Company's president, John C. Lawrence.
         The particular covenants that we have not complied with relate to not
         paying payroll and property taxes when due. During 2006, the Company
         has become current on most of these delinquent taxes. As in past years,
         the Company has obtained a waiver from the bank indicating that they
         will not call the notes due as a result of this non-compliance through
         December 31, 2007. We believe we have the capability to continue making
         the required monthly payments on these notes. We believe that the
         covenants have little impact on the Company's ability to receive
         additional funding which is expected to be raised from sale of shares
         of common stock.

SEC COMMENT NO. 3:  CONSOLIDATED STATEMENTS OF OPERATIONS, PAGE F-3

3. WE NOTE THAT YOU EXCLUDE CORPORATE GENERAL AND ADMINISTRATIVE EXPENSE;
EXPLORATION EXPENSE; GAIN ON SALE OF PROPERTIES, PLANT AND EQUIPMENT AND CHANGES
IN ESTIMATED RECLAMATION COSTS FROM OPERATING INCOME. PLEASE REVISE YOUR
STATEMENTS OF OPERATIONS TO CLASSIFY THESE AMOUNTS IN OPERATIONS, OR TELL US WHY
YOU BELIEVE YOUR CLASSIFICATION IS APPROPRIATE.

USAC's response:
----------------

We agree with your comment and have made the appropriate reclassification of
corporate general and administrative expense; exploration expense; gain on sale
of properties, plant and equipment; and changes in estimated reclamation costs
in the consolidated statements of operations for the years ended December 31,
2006 and 2005.

SEC COMMENT NO. 4:  EXPLORATION AND DEVELOPMENT, PAGE F-9

<PAGE>

4. WE NOTE YOUR POLICY DISCLOSURE RELATED TO EXPLORATION AND DEVELOPMENT COSTS
AS WELL AS YOUR DISCLOSURE RELATING TO YOUR INVESTMENT IN ADM ON PAGE 15. IT
APPEARS THAT YOU HAVE CAPITALIZED DEVELOPMENT COSTS WITHOUT ANY PROVEN OR
PROBABLE RESERVES. PLEASE TELL US THE AMOUNT OF CAPITALIZED DEVELOPMENT COSTS
YOU HAVE RECORDED AS OF DECEMBER 31, 2006 AND 2005, AND EXPLAIN TO US WHY YOU
BELIEVE IT IS APPROPRIATE TO CAPITALIZE THESE COSTS. TELL US MORE SPECIFICALLY
THE NATURE OF THE $106,593 COSTS INCURRED UNDER THE ADM AGREEMENT. IN YOUR
RESPONSE, TELL US WHETHER THESE COSTS INCLUDE THE ANNUAL PAYMENT FOR THE RIGHT
TO EXPLORE AND THE OPTION TO PURCHASE THE PROPERTIES. WE MAY HAVE FURTHER
COMMENT.

USAC's response:
----------------

On December 16, 2005, ADM, a 100% owned subsidiary of USAC, signed a contract
and option agreement that gives ADM the exclusive right to explore and exploit
the San Miguel I and San Miguel II concessions ("the San Miguel project") for
annual payments of $50,000. The agreement also contains an option to purchase
payment of $100,000 annually. In early 2006, our board of directors made a
definitive decision to exercise the purchase option on the San Miguel project.
Our consolidated financial statements state the following in Note 8:

     DURING THE YEAR ENDED DECEMBER 31, 2006, THE COMPANY DECIDED TO PURSUE
     DEVELOPING THE CONCESSIONS. THE PAYMENTS PAID UNDER THIS AGREEMENT IN 2006
     TOTALED $106,593 AND WERE CAPITALIZED AS DEFERRED DEVELOPMENT COSTS IN
     ACCORDANCE WITH THE COMPANY'S ACCOUNTING POLICIES.

This disclosure is an improper characterization of the accounting for these
costs. The payment of $106,593 made in 2006 under the agreement was not
capitalized as development costs, but rather, it was capitalized as mineral
rights in accordance with EITF 04-2 "Whether Mineral Rights Are Tangible or
Intangible Assets"("EITF 04-2"). Mineral rights are defined by EITF 04-2, as
"...the legal right to explore, extract, and retain at least a portion of the
benefits from mineral deposits," and should be capitalized. Paragraph 7 of EITF
04-2 indicates that "Mineral rights include prospecting and exploration permits
if they include an option for the entity to acquire the rights to extract and
retain at least a portion of the benefits from the mineral deposits." Therefore,
we have no capitalized development costs as of December 31, 2006 and 2005.

We have modified the wording in Note 8 changing the reference to deferred
development to mineral rights, created a separate line item for "mineral rights"
in the schedule of property, plant and equipment in Note 6, and added EITF 04-2
as a significant accounting policy in Note 3 in the consolidated financial
statements for the years ended December 31, 2006 and 2005.

SEC COMMENT NO. 5:  ASSET RETIREMENT OBLIGATIONS, PAGE F-10

5. PLEASE PROVIDE THE DISCLOSURES SET FORTH IN PARAGRAPH 22, OF SFAS 143, TO THE
EXTENT APPLICABLE.

USAC's response:
----------------

<PAGE>

On the December 31, 2006 and 2005 balance sheets, USAC had a total of $107,500
and $142,500, respectively, recorded as "Accrued reclamation and closure costs."
Only a minor portion of these costs, $7,500 at both December 31, 2006 and 2005,
is accounted for under SFAS 143. USAC did not include disclosure required by
SFAS 143 because the balances were not considered to be material. The majority
of the accrued reclamation and closure costs at December 31, 2006 and 2005
relates to environmental disturbances dating prior to 2003 and are for a portion
of the antimony operations that is no longer in production. Therefore, the
accrual of these costs falls under Statement of Position 96-1, "Environmental
Remediation Liabilities" and is outside the scope of SFAS 143 which was
effective for periods beginning after June 15, 2002.
We have determined that the term "Accrued reclamation and closure costs" would
be better described as "Accrued reclamation and remediation costs" because the
cost relate to ongoing remediation and not closure of the antimony operation.
Changes in this terminology have been made in the consolidated financial
statements for the years ended December 31, 2006 and 2005.

SEC COMMENT NO. 6: NOTE 12. SECURED CONVERTIBLE AND CONVERTIBLE NOTES PAYABLES,
PAGE F-17, STOCK PURCHASE WARRANTS, PAGE F-18

6. PLEASE DISCLOSE HOW YOU ACCOUNT FOR THE WARRANTS ISSUED IN CONNECTION WITH
THE ISSUANCE OF THE SECURITIES CONVERTIBLE AND CONVERTIBLE NOTES PAYABLES AND
THE AMOUNTS RECORDED IN THE FINANCIAL STATEMENTS RELATED TO THE WARRANTS:

USAC's response:
----------------

As it relates to these warrants, we included the following disclosure in its
Form 10K filing for December 31, 2003:

     "THE COMPANY ACCOUNTED FOR THE DETACHABLE WARRANTS ISSUED IN CONNECTION
     WITH THE NOTES IN ACCORDANCE WITH ACCOUNTING PRINCIPLES BOARD OPINION NO.
     14, AND ESTIMATED A FAIR VALUE OF $0.01 PER WARRANT, OR $30,000,
     ATTRIBUTABLE TO THE DETACHABLE WARRANTS. THE RESULTING VALUE WAS RECORDED
     AS A DEFERRED FINANCING COST AND WILL BE AMORTIZED AS INTEREST EXPENSE OVER
     THE TERMS OF THE RESPECTIVE CONVERTIBLE NOTES PAYABLE. DURING THE YEAR
     ENDED DECEMBER 31, 2003, NONE OF THE DEFERRED OFFERING COSTS HAD YET BEEN
     AMORTIZED TO INTEREST EXPENSE."

The disclosure was updated in 2004 and 2005 and included the amount of offering
costs amortized to interest expense. We removed this disclosure in its 2006
filing because the balance of deferred offering costs at December 31, 2006 was
$3,750 and considered to no longer be material. However, we have added the
disclosure back into the filing in response to your comment.

                                    * * * * *

<PAGE>

In accordance with the Staff's request, we acknowledge that:

     o    The Company is responsible for the adequacy and accuracy of the
          disclosure in its filings with the Commission;

     o    Staff comments or changes to disclosure in response to Staff comments
          do not foreclose the Commission from taking any action with respect to
          the filings; and

     o    The Company may not assert Staff comments as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

We hope that our response adequately addresses the Staff's comments and
respectfully request that the Staff advise us at its earliest convenience if the
Staff believes that any of the responses set forth in this letter are incomplete
or unsatisfactory or if the Staff has any further comments on our filings.

If you have questions on this letter or need further assistance, please do not
hesitate to call John Lawrence at 1-406-827-3523.

Sincerely,

John C. Lawrence
President and Chief Executive Officer

Attachment

<PAGE>
================================================================================

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

                                   FORM 10-KSB

  (Mark One)

     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

                   For the fiscal year ended December 31, 2006

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

                 For the transition period ________ to ________

                         Commission file number 33-00215
                       UNITED STATES ANTIMONY CORPORATION
                 (Name of small business issuer in its charter)

             Montana                                           81-0305822
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)

             P.O. Box 643, Thompson Falls, Montana 59873 (Address of
                     principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (406) 827-3523

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act Yes [ ] No [X]

The registrant's revenues for its most recent fiscal year were $4,395,368.

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the average bid price of such stock, was $16,043,531 as of
March 28, 2006.

At March 28, 2006, the registrant had 39,947,767 outstanding shares of par value
$0.01 common stock.

Transitional Small Business Disclosure Format (Check One):  Yes [ ] No [X]
================================================================================

                                        1
<PAGE>

                                TABLE OF CONTENTS
                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.....................................        2
             General .................................................        2
             History..................................................        2
             Overview-2006............................................        2
             Risk Factors.............................................        3
             Antimony Division........................................        4
             Zeolite Division.........................................        5
             Environmental Matters....................................        6
             Employees................................................        8
             Other....................................................        8

ITEM 2.   DESCRIPTION OF PROPERTIES...................................        8
             Antimony Division........................................        8
             Zeolite Division.........................................        8

ITEM 3.   LEGAL PROCEEDINGS...........................................        8

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........        8

                                 PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS.....................................................        9

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATIONS..................................................        9

ITEM 7.   FINANCIAL STATEMENTS........................................       11

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.........................       11

ITEM 8-A  CONTROLS AND PROCEDURES.....................................       11

                                PART III

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 9, 2007

Mr. John C. Lawrence
President and Chief Executive Officer
United States Antimony Corporation
P.O. Box 643
Thompson Falls, MT  59873

 Re: United States Antimony Corporation
  Form 10-KSB for the Fiscal Year Ended December 31, 2006
Filed April 4, 2007
  File No. 001-08675

Dear Mr. Lawrence:

We have reviewed your Form 10-KSB for the fiscal year ended December 31,
2006, and have the following comments.  We have limited our review of your filing to
those issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John C. Lawrence
United States Antimony Corporation
July 9, 2007 Page 2

Form 10-KSB for the Fiscal Year Ended December 31, 2006

Antimony Division, page 5

1. We note that you disclose resource information reported by a Mexican government monograph that does not appear to meet the criteria of Industry Guide 7.  Please remove this information.

Management’s Discussion and Analysis or Plan of Operations, page 10

Financial Condition and Liquidity, page 10

2. Please expand your discussion of financial condition and liquidity to disclose that you were not in compliance with the covenants of your long-term debt.  To the extent that it is reasonably possible that you will breach restrictive covenants, describe the following:
• steps that you are taking to avoid the breach;
• steps that you intend to take to cure, obtain a waiver of, or otherwise avoid the breach;
• the impact or reasonably like impact of the breach on financial condition or operation performance;
• alternate sources of funding to pay any resulting obligations or replace funding; and
• the impact of the restrictive covenants on your ability to undertake additional debt of equity financing.

Consolidated Statements of Operations, page F-3

3. We note that you exclude corporate general and administrative expense; exploration expense; gain on sale of properties, plant and equipment; and change in estimated reclamation costs from operating income.    Please revise your statements of operations to classify these amounts in operations, or tell us why you believe your classification is appropriate.

Mr. John C. Lawrence
United States Antimony Corporation
July 9, 2007 Page 3

Note 3.  Summary of Significant Accounting Policies, page F-8

Exploration and Development, page F-9

4. We note your policy disclosure related to exploration and development costs as well as your disclosure relating to your investment in ADM on page 15.  It appears that you have capitalized development costs without any proven or probable reserves.  Please tell us the amount of capitalized development costs you have recorded as of December 31, 2006 and 2005, and explain to us why you believe it is appropriate to capitalize these costs.  Tell us more specifically the nature of the $106,593 costs incurred under the ADM agreement.  In your response, tell us whether these costs include the annual payments for the right to explore and the option to purchase the properties.  We may have further comment.

Asset Retirement Obligations, page F-10

5. Please provide the disclosures set forth in paragraph 22 of SFAS 143, to the extent applicable.

Note 12. Secured Convertible and Convertible Notes Payable, page F-17

Stock Purchase Warrants, page F-18

6. Please disclose how you account for the warrants issued in connection with the issuance of the secured convertible and convertible notes payable and the amounts recorded in the financial statements related to the warrants.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company 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.

Mr. John C. Lawrence
United States Antimony Corporation
July 9, 2007 Page 4

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Ryan Milne at (202) 551-3688, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

       S i n c e r e l y ,

       A p r i l  S i f f o r d
       B r a n c h  C h i e f